EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (the " Agreement" ), is entered into as of

EMPLOYMENT AGREEMENT

This EMPLOYMENT AGREEMENT

(the "Agreement"), is entered into as of March 8, 2020 (the "Effective Date"), by and

between China SXT Pharmaceuticals, Inc., incorporated under the laws of the British Virgin Islands (the "Company"),

and Peter Chan, an individual (the "Chief Financial Officer (CFO)"). Except with respect to the direct employment

of the CFO by the Company, the term "Company" as used herein with respect to all obligations of the CFO hereunder shall

be deemed to include the Company and all of its subsidiaries and affiliated entities (collectively, the "Group").

A. The Company desires to employ Peter

Chan as its CFO and to assure itself of the services of the CFO during the term of Employment (as defined below).

B. Peter Chan desires to be employed by

the Company as its CFO during the term of Employment and upon the terms and conditions of this Agreement.

The parties hereto agree as follows:

Peter Chan hereby accepts

a position of CFO (the "Employment") of the Company.

to the terms and conditions of this Agreement, the initial term of the Employment shall be five years commencing on the Effective

Date, unless terminated earlier pursuant to the terms of this Agreement. The Employment will be renewed automatically for additional

one-year terms if neither the Company nor the CFO provides a notice of termination of the Employment to the other party or otherwise

proposes to re-negotiate the terms of the Employment with the other party within three months prior to the expiration of the applicable

hereby represents to the Company that: (i) the execution and delivery of this Agreement by the CFO and the performance by

the CFO of the CFO's duties hereunder shall not constitute a breach of, or otherwise contravene, the terms of any other agreement

or policy to which the CFO is a party or otherwise bound, except for agreements entered into by and between the CFO and any member

of the Group pursuant to applicable law, if any; (ii) that the CFO has no information (including, without limitation, confidential

information and trade secrets) relating to any other person or entity which would prevent, or be violated by, the CFO entering

into this Agreement or carrying out his duties hereunder; (iii) that the CFO is not bound by any confidentiality, trade secret

or similar agreement (other than this) with any other person or entity except for other member(s) of the Group, as the case may

The Company may terminate the Employment for cause, at any time, without notice or remuneration (unless notice or remuneration

is specifically required by applicable law, in which case notice or remuneration will be provided in accordance with applicable

(1) the CFO is convicted or pleads

guilty to a felony or to an act of fraud, misappropriation or embezzlement,

(2) the CFO has been grossly

negligent or acted dishonestly to the detriment of the Company,

(3) the CFO has engaged in actions

amounting to willful misconduct or failed to perform his duties hereunder and such failure continues after the CFO is afforded

a reasonable opportunity to cure such failure; or

(4) the CFO violates Section

8 or 10 of this Agreement.

Upon termination for cause, the

CFO shall be entitled to the amount of base salary earned and not paid prior to termination. However, the CFO will not be entitled

to receive payment of any severance benefits or other amounts by reason of the termination, and the CFO's right to all other

benefits will terminate, except as required by any applicable law.

and disability. The Company may also terminate the Employment, at any time, without notice or remuneration (unless notice or

remuneration is specifically required by applicable law, in which case notice or remuneration will be provided in accordance with

applicable law), if:

(1) the CFO has died, or

(2) the CFO has a disability

which shall mean a physical or mental impairment which, as reasonably determined by the Board, renders the CFO unable to perform

the essential functions of his employment with the Company, with or without reasonable accommodation, for more than 120 days in

any 12-month period, unless a longer period is required by applicable law, in which case that longer period would apply.

Upon termination for death or

disability, the CFO shall be entitled to the amount of base salary earned and not paid prior to termination. However, the CFO will

not be entitled to receive payment of any severance benefits or other amounts by reason of the termination, and the CFO's

right to all other benefits will terminate, except as required by any applicable law.

Cause. The Company may terminate the Employment without cause, at any time, upon one-month prior written notice. Upon termination

without cause, the Company shall provide the following severance payments and benefits to the CFO: (1) a lump sum cash payment

equal to 12 months of the CFO's base salary as of the date of such termination; (2) a lump sum cash payment equal to

a pro-rated amount of his target annual bonus for the year immediately preceding the termination, if any; (3) payment of premiums

for continued health benefits under the Company's health plans for 12 months fo1lowing the termination, if any; and (4) immediate

vesting of 100% of the then-unvested portion of any outstanding equity awards held by the CFO.

Upon termination without, the

CFO shall be entitled to the amount of base salary earned and not paid prior to termination.

(iv) Change of Control

Transaction. If the Company or its successor terminates the Employment upon a merger, consolidation, or transfer or sale of

all or substantially all of the assets of the Company with or to any other individual(s) or entity (the "Change of Control

Transaction"), the CFO shall be entitled to the following severance payments and benefits upon such termination: (1) a

lump sum cash payment equal to 12 months of the CFO's base salary at a rate equal to the greater of his/her annual

salary in effect immediate1y prior to the termination, or his/her then current annua1 salary as of the date of such termination;

(2) a lump sum cash payment equal to a pro-rated amount of his/her target annual bonus for the year immediately preceding

the termination; (3) payment of premiums for continued health benefits under the Company's health plans for 12 months

fo1lowing the termination; and (4) immediate vesting of 100% of the then-unvested portion of any outstanding equity awards

This Section 8 shall

survive the termination of this Agreement for any reason. In the event the CFO breaches this Section 8, the Company shall have

right to seek remedies permissible under applicable law.

hereby agrees that, during the term of his employment with the Company, he or she will not engage in any other employment, occupation,

consulting or other business activity related to the business in which the Company is now involved or becomes involved during the

term of the CFO's employment, nor will the CFO engage in any other activities that conflict with his obligations to the Company

without the prior written consent of the Company.

of the salary paid to the CFO by the Company and subject to applicable law, the CFO agrees that during the term of the Employment

and for a period of one (1) year following the termination of the Employment for whatever reason:

The provisions contained

in Section 10 are considered reasonable by the CFO and the Company. In the event that any such provisions should be found

to be void under applicable laws but would be valid if some part thereof was deleted or the period or area of application reduced,

such provisions shall apply with such modification as may be necessary to make them valid and effective.

This Section 10 shall

survive the termination of this Agreement for any reason. In the event the CFO breaches this Section 10, the CFO acknowledges that

there will be no adequate remedy at law, and the Company shall be entitled to injunctive relief and/or a decree for specific performance,

and such other relief as may be proper (including monetary damages if appropriate). In any event, the Company shall have right

to seek all remedies permissible under applicable law.

Notwithstanding anything

else herein to the contrary, the Company may withhold (or cause there to be withheld, as the case may be) from any amounts otherwise

due or payable under or pursuant to this Agreement such national, provincial, local or any other income, employment, or other taxes

as may be required to be withheld pursuant to any applicable law or regulation.

This Agreement is personal

in its nature and neither of the parties hereto shall, without the consent of the other, assign or transfer this Agreement or any

rights or obligations hereunder; provided, however, that (i) the Company may assign or transfer this Agreement or any rights

or obligations hereunder to any member of the Group without such consent, and (ii) in the event of a Change of Control Transaction,

this Agreement shall, subject to the provisions hereof, be binding upon and inure to the benefit of such successor and such successor

shall discharge and perform all the promises, covenants, duties, and obligations of the Company hereunder.

this Agreement or the application thereof is held invalid, the invalidity shall not affect other provisions or applications of

this Agreement which can be given effect without the invalid provisions or applications and to this end the provisions of this

Agreement are declared to be severable.