EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (the " Agreement" ), is entered into as of [ ] (the " Effective Date "), by and between China SXT Pharmaceuticals, Inc., incorporated under the laws of the British Virgin Is

EMPLOYMENT AGREEMENT

This EMPLOYMENT AGREEMENT

(the "Agreement"), is entered into as of [ ] (the "Effective Date"), by and between China

SXT Pharmaceuticals, Inc., incorporated under the laws of the British Virgin Islands (the "Company"), and Simon Lim

Sze Beng, an individual (the "Co-Chief Executive Officer (Co-CEO)"). Except with respect to the direct employment of

the Co-CEO by the Company, the term "Company" as used herein with respect to all obligations of the Co-CEO 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 Simon Lim Sze

Beng as its Co-CEO and to assure itself of the services of the Co-CEO during the term of Employment (as defined below).

B. Simon Lim Sze Beng desires to be employed by

the Company as its Co-CEO during the term of Employment and upon the terms and conditions of this Agreement.

The parties hereto agree as follows:

Simon Lim Sze Beng hereby

accepts a position of Co-CEO (the "Employment") of the Company.

Subject 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 Co-CEO 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 term.

represents to the Company that: (i) the execution and delivery of this Agreement by the Co-CEO and the performance by the Co-CEO

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

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

of the Group pursuant to applicable law, if any; (ii) that the Co-CEO 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 Co-CEO entering into

this Agreement or carrying out his duties hereunder; (iii) that the Co-CEO 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 be.

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 law), if:

(1) the Co-CEO is convicted or pleads

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

(2) the Co-CEO has been grossly negligent

or acted dishonestly to the detriment of the Company,

(3) the Co-CEO has engaged in actions

amounting to willful misconduct or failed to perform his duties hereunder and such failure continues after the Co-CEO is afforded a reasonable

opportunity to cure such failure; or

(4) the Co-CEO violates Section 8 or

10 of this Agreement.

Upon termination for cause, the Co-CEO

shall be entitled to the amount of base salary earned and not paid prior to termination. However, the Co-CEO will not be entitled to receive

payment of any severance benefits or other amounts by reason of the termination, and the Co-CEO's right to all other benefits will

terminate, except as required by any applicable law.

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),

(1) the Co-CEO has died, or

(2) the Co-CEO has a disability which

shall mean a physical or mental impairment which, as reasonably determined by the Board, renders the Co-CEO 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 Co-CEO shall be entitled to the amount of base salary earned and not paid prior to termination. However, the Co-CEO will not be entitled

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

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

(iii) Without 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 Co-CEO: (1) a lump sum cash payment equal to 12 months

of the Co-CEO'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 Co-CEO.

Upon termination without, the Co-CEO

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

Co-CEO 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 Co-CEO'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 held by the Co-CEO.

This Section 8 shall survive

the termination of this Agreement for any reason. In the event the Co-CEO breaches this Section 8, the Company shall have right to seek

remedies permissible under applicable law.

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 Co-CEO's

employment, nor will the Co-CEO 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 Co-CEO by the Company and subject to applicable law, the Co-CEO 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 Co-CEO 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 Co-CEO breaches this Section 10, the Co-CEO 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.

If any provision of 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.

This Agreement constitutes

the entire agreement and understanding between the Co-CEO and the Company regarding the terms of the Employment and supersedes all prior

or contemporaneous oral or written agreements concerning such subject matter, including any prior agreements between the Co-CEO and a