<SEQUENCE>10
<FILENAME>doc6.txt



Exhibit 10.1

						LICENSE AGREEMENT

This  License  Agreement, dated as of the 27th day of December, 2002,
is entered into  by  and  between  CEO  of  Penn  Biotech Inc.
(Hereinafter referred to as "Executor")  and  the  president  of
Korea Research Institute of Bioscience and Biotechnology
(hereinafter  referred  to  as  "Researcher").

WHEREAS,  the  Executor  wishes to license the "Know-How with
regard to the Mass Production  of  Artificial  Seed  Potatoes
(hereinafter  referred  to  as  the "Technology")  developed  by
researcher.

Article 1  (The  Definition  of  Technology)  The  Technology
mentioned in this Agreement  shall mean "Know-How with regard to the
Mass Production of Artificial Seed Potatoes," including the Patent in
subparagraph 2).

The Patent  in  this  Agreement  shall  mean "Mass Production of
Artificial Seed Potatoes."  (Application  number: 1989-003009,
registered number: 51832 (Korea))

Article 2 (Execution Right)
Researcher  and Executor agree that, subject to the provisions of the
Agreement, Researcher  hereby  grants the Executor an exclusive
Execution Right with regard to  the  Technology  (including  patent
rights when patents with regard to this Technology are granted).
Execution Right in subparagraph 1)  shall mean the right to produce
and sell the products by using the Technology. Executor  shall  not
offer  or  transfer  the  Execution Right to a third party without
prior  written  consent  of  Researcher. Researcher shall assume that
Executor surrenders Execution Right for those areas that Executor did
not apply the Technology to.

Article 3 (Territory)
Territory  covered  in this Agreement includes Korea, China, and
Canada. In case that  the Executor intends to execute the Technology
in other than territory set forth  herein,  Executor  shall  enter
into a separate agreement with Researcher through  negotiation.

Article 4 (Term)
1) (Term of the Agreement)  This  Agreement  shall become effective
upon signing and shall continue in full force and effect until the
expiry date of patents and shall  thereafter  be extended, provided
that a notice of intention to extend is given  in  writing  by  one
party  to  the  other.

2) (Commencement of Production) Executor  shall commence the
production by using the  Technology  within one year from the date
of this agreement. Executor shall inform  in writing  Researcher of
the commenced date of production. However, the commencement  date
of production may be postponed with prior written consent of
Researcher.

Article 5 (Fees)
Executor shall pay the following amount as a license fee to
Researcher. Even in case of partial surrender of the Execution Right
as set forth in subsection 4 of Article 2, this article shall continue
to have its effectiveness.

1) 	(Prepaid License Fee)  Executor agrees  to  pay  30,000,000  Won
	in total to Researcher as following:

	Payment  of  10,000,000  won  shall  be made within 10 days from
	signing of this Agreement
	Payment  of  10,000,000  won  shall be made within 6 months from
	signing of this Agreement
	Payment  of  10,000,000  won shall be made within 12 months from
	signing of this Agreement

2) 	(Current License Fee)  Executor shall pay Current License Fee to
	Researcher, pursuant to Article 6,  amounting  to 1% of net sales
	annually starting from commencement  of  sales  of  products  to
	termination of this Agreement. Net sales  shall  be  computed as
	total sales minus discounts, returns, indirect taxes in connection
	to sales, insurance, freight expenses, sales commission,and
	adverting  expenses.

Article 6 (Computation of License Fee) Executor shall pay Current
License Fee set forth in subsection 2 of Article 5 to Researcher as
follows:


1) 	(Accounting  Period)  Computation of  License  fee  shall  cover
	he period starting  from  January 1  to  December 31 annually and
	License fee shall be paid  to  Researcher  until  March  31  in
	the  following  year.

2) 	(Submission of information)  Executor shall  submit to Researcher,
	within 3 months  from  the fiscal year end, a schedule for
	computation  of  Current License  Fee  for  the  previous  year
	and a written report detailing order price,  sale price,  quantity
	and  type  of  the  product.

3) 	(Request of Information)In case that Researcher requests evidences
	to verify the  information  set forth in subsection 2) of this
	Article, Executor shall submit  to  Researcher,  within  30days
	from the request, the evidence with certification  from  a public
	accounting  firm.

4)	(Inspection of Books and Records) Research  may inspect accounting
	books and records of Executor, at his own expense, in connection
	to the computation of Current License Fees.

Article 7 (Transfer of Technology and Training)

1) 	(Transfer of Technology and Training)Researcher is obligated to
	transfer the Technology  set  forth in Article 1 and to train
	Executor to the extent that he  is  able  to  fully utilize the
	Technology within the contracted period.Upon the Executor's
	request, Researcher shall cooperate with Executor on the matters
	regarding production of Micro-tuber, supply of culture medium, etc.

2) 	(Travel abroad) Researcher  may,  after negotiation, cooperate
	with Executor through  travel  abroad at Executor's expense for
	the transfer of Technology and training.

3) 	Executor  will be responsible for costs of Micro-tuber production
	and supply of culture  medium by  Executor's request.

Article 8 (Improvement of Technology)

1) 	(Improvement of Technology)	 In  case  that  Executor, his
	management or his employees  intend  to  improve,  expand,
	replace, or reinvent the Technology ("Improved Technology")  or
	intend  to  acquire  industrial right, basis of which is the
	Improved  Technology,  Executor shall pursue mutual negotiation
	with  Researcher  after  prior  notice  is given. Acquired
	industrial rights shall  be  owned  by  both  parties.

2) 	(Execution of Improved Technology) Executor shall have priority in
	executing rights  derived from Improved Technology and the terms
	of execution shall be determined  by  written  agreement.

3)  (Patent Fee) Executor shall  cooperate in document filings and
	procedures in order to apply, register, and maintain the
	registration of industrial rights developed  after  the  signed
	date  of this Agreement and shall bear entire costs  associated
	with  these  procedures.

Article 9 (Good Faith)
In  order  to  achieve the purpose of this Agreement, Researcher
shall cooperate with  Executor  in  good faith and Executor shall
perform this Agreement in good faith.

Article 10 (Confidentiality)
Executor  shall caution that the Technology will remain confidential
and may not be disclosed to other parties. This duty includes duty
to ensure that Executor's management,  employees and successors will
not breach this Article. In addition, this  Article  will  remain
effective  even  after  the  cancellation  of  this Agreement.

Article 11 (Modification)
This  Agreement  may  be modified only by a written agreement signed
by Executor and Researcher.  Yet, Researcher  reserve the right to
permit Execution Right of Technology  to a third party when determined
that Executor's production capacity does  not  satisfy  the  demand
for products or he is not technically capable ofmaterializing
Technology  and  improving  incapability.

Article 12 (Certain Circumstances)
In  the performance  of  this  Agreement  by any one party, the party
assumes no responsibility  for  any  damage  or  loss  caused  by
any occurrence beyond his control  or  defects  other  than
negligence,  mistake  or  willfulness.

Article 13 (Cancellation)
Researcher  reserve  the  right  to  cancel  this Agreement with 20
days written notice  to Executor in the following events. Even after
cancellation, Researcherretains  the  payments  made  by Executor,
including notes payable received and Executor  shall  return  all the
document regarding Technology and surrender all
the rights given by this Agreement.

Production has not commenced until  the  Commencement Date of
Production or even prior  to  the  Commencement  Date  of  Production
set forth in Article 4, it is determined  by  Researcher that Executor
has given up production. Even after the Commencement  Date  of
Production set forth in Article 4, it is determined that Executor  is
not able to continue production Executor does not pay license fees
set forth in Article 5 without just cause. Executor breaches the duty
under this Agreement.

Article 14 (Damage)
Researcher  or  Executor  shall  compensate for damages caused by
breach of this Agreement.

Article 15 (Use of Title)
Executor  shall  not  use  original  or  reproduced  copy of the
entirety or any portion  of  information  acquired  regarding  this
Agreement and of reports or documents,  which Researcher furnished to
Executor for advertising, promotional, or marketing purposes or as
evidence for litigation. In addition, Executor shall not imply or
refer to Researcher for the aforementioned purposes.

Article 16 (Changes of Facts)
Executor  shall  promptly  report  any  changes  made  to relevant
facts such as address  of  his  corporation  after  signing the
Agreement. Researcher shall beexempted from any responsibility for
mistakes arising from Executor's failing to do so.

Article 17 (Resolution of Disagreement) In  case of dispute or
disagreement with regard  to  this Agreement or performance of each
party, Researcher and Executor shall  make  an  effort  to  resolve
through  discussion  and  negotiation.

Article 18 (Effectiveness)
This Agreement shall  be effective from the singed date of the
Agreement by both parties.

Article 19 (Interpretation)
For the  items  not specified in this Agreement or for the items which
one party objects to  the  interpretation  of  the  other, both
parties will determine the meaning of those items through agreement
reached by both parties.


Two copies of this Agreement will be printed and signed by both
parties, each of which shall keep a copy.

December 27, 2002

 Executor								 Researcher/s/
 Jai  Woo  Lee					   /s/  Kyu  Hwan  Yang  /s/
 -----------------------			 -------------------------
 Jai  Woo  Lee							 Kyu  Hwan  Yang
 Penn  Biotech Inc.						Korea Research Institute of Bioscience
 16F.  543  Granville  Street,			 and Biotechnology
 Vancouver,  BC.,  Canada			  52  Ueun-dong Yusung-gu, Daejon-si, Korea