AGREEMENT
      WITH RESPECT TO OBLIGATIONS

    


    


    This
      Agreement with Respect to Obligations (the “Agreement”), dated effective as of
      March 10, 2006 (the “Effective Date”), is between BIO-ONE
      CORPORATION,
      a
      Nevada corporation (“Debtor”), and CSI
      BUSINESS FINANCE, INC., a
      Florida
      corporation (“CSI”), on behalf of itself and as agent for Cornell Capital
      Partners, L.P. (in such capacity, “Agent”).

     

    
      WITNESSETH:

    

    


    WHEREAS,
      Debtor
      and Cornell Capital Partners, L.P. (“Cornell”) are parties to that certain
      Securities Purchase Agreement dated March 29, 2004 (the “Purchase
      Agreement”);

    


    WHEREAS,
      Debtor
      was originally indebted to Cornell pursuant to (i) that certain promissory
      note
      dated October 21, 2004 in the original principal amount of $200,000 (“Cornell
      Note One”), (ii) that certain promissory note dated November 18, 2004 in the
      original principal amount of $300,000 (“Cornell Note Two”), and (iii) that
      certain Secured Debenture dated March 26, 2004 in the original principal amount
      of $15,000,000 issued pursuant to the Purchase Agreement (the “Cornell
      Debenture”); 

    


    WHEREAS, the
      obligations of Debtor to Cornell were secured by all of the assets of Debtor
      pursuant to that certain Security Agreement between Debtor and Cornell (the
      “Security Agreement”) and by all of the Class A Common Shares of Debtor’s
      subsidiary, Interactive Nutrition International, Inc. (the “INII Stock”),
      pursuant to that certain Pledge Agreement between Debtor and Cornell (the
“Pledge Agreement”);

    


    WHEREAS,
      the
      proceeds of the loan from Cornell to Debtor were used in part to finance the
      purchase of INII by Debtor and to finance the purchase by Debtor of a 51%
      ownership interest in Weifang Shengtai Pharmaceuticals Co., Ltd., a company
      organized under the laws of the People’s Republic of China (“WSP”);

     

    WHEREAS,
      Cornell
      Note One, Cornell Note Two and $8,500,000 of the amounts outstanding under
      the
      Cornell Debenture (the “CSI Portion of the Cornell Debenture”), along with the
      rights of Cornell under the Purchase Agreement relating to the CSI Portion
      of
      the Cornell Debenture, have been transferred and assigned by Cornell to
      CSI;

    


    WHEREAS,
      Debtor
      is obligated to CSI pursuant to that certain Amended and Restated Unsecured
      Promissory Note dated as of September 9, 2005 in the principal amount of
      $600,000 (the “CSI Note”);

    


    WHEREAS,
      Debtor
      is in default of its obligations under the Purchase Agreement, the Cornell
      Debenture, Cornell Note One and Cornell Note Two and all amounts under the
      Cornell Debenture, Cornell Note One and Cornell Note Two are now due and
      payable;

    


    
      
        
        

      

      
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    WHEREAS,
      Cornell
      has authorized CSI to enter into this Agreement on its behalf and to bind
      Cornell to the terms and conditions contained herein;

    


    WHEREAS,
      Debtor
      has agreed to transfer and assign to CSI the INII Stock and the proceeds from
      the liquidation of Debtor’s interest in WSP in exchange for the forgiveness by
      CSI and Cornell of all obligations under the Purchase Agreement, the Cornell
      Debenture, Cornell Note One, Cornell Note Two, the Cornell Debenture and the
      CSI
      Note (collectively, the “Debtor’s Debt Obligations to CSI and Cornell”), and
      CSI, on its own behalf and as Agent, has agreed to accept the assignment of
      the
      INII Stock and the proceeds from the liquidation of Debtor’s interest in WSP in
      exchange for the foregoing, all pursuant to the terms hereof; 

    


    NOW,
      THEREFORE,
      in
      consideration of the premises and agreements contained herein, Debtor and CSI,
      on behalf of itself and as Agent, hereby agree as follows:

    


    Section
      1.    Assignment
      of INII Stock.
      Debtor
      hereby transfers, conveys and assigns the INII Stock to CSI, which stock is
      represented by certificate No. A-5, representing 101 shares of Class A Common
      Shares of Interactive Nutrition International Inc. Debtor represents that Debtor
      is the record and beneficial owner of the INII Stock and has not transferred,
      pledged or otherwise conveyed any interest in the INII Stock other than pursuant
      to the Pledge Agreement, and that other than with respect to the lien granted
      pursuant to the Pledge Agreement, Debtor owns the INII Stock free and clear
      of
      all liens, claims or encumbrances. Debtor agrees to endorse the back of the
      certificate representing the INII Stock or execute a stock power so that record
      ownership of the INII Stock can be transferred to CSI. In addition, Debtor
      hereby transfers, conveys and assigns to CSI all of its interest in WSP
      including, but not limited to, the proceeds from the liquidation of such
      interest (the “WSP Interest”). In consideration of the foregoing, CSI, on its
      own behalf and as Agent, hereby releases Debtor from all obligations under
      Debtor’s Debt Obligations to CSI and Cornell. Furthermore, in clarification of
      the foregoing, CSI, on its own behalf and as Agent, accepts the INII Stock
      and
      the WSP Interest in full satisfaction of all obligations of Debtor to CSI and
      Cornell secured by the INII Stock, the WSP Interest and all other collateral
      pledged to Cornell pursuant to the Security Agreement and the Pledge
      Agreement.

    


    Section
      2.    Confirmation
      by Debtor.
      Debtor
      hereby confirms that it has no valid offsets, setoffs or counterclaims against
      CSI or Cornell with respect to Debtor’s Debt Obligations to CSI and
      Cornell.

    


    Section
      3.    Release.
      Debtor
      hereby releases, remises, acquits and forever discharges CSI and Cornell,
      together with their respective employees, agents, representatives, consultants,
      attorneys, fiduciaries, servants, officers, directors, partners, predecessors,
      successors and assigns, subsidiary corporations, parent corporations, and
      related corporate divisions (all of the foregoing hereinafter called the
“Released
      Parties”),
      from
      any and all actions and causes of action, judgments, executions, suits, debts,
      claims, demands, liabilities, obligations, damages and expenses of any and
      every
      character, known or unknown, direct and/or indirect, at law or in equity, of
      whatsoever kind or nature, whether heretofore or hereafter accruing, for or
      because of any matter or things done, omitted or suffered to be done by any
      of
      the Released Parties prior to and including the date hereof, and in any way
      directly or indirectly arising out of or in any way connected to Debtor’s Debt
      Obligations to CSI and Cornell, any security or pledge instrument executed
      in
      connection therewith, and this Agreement. THE
      FOREGOING RELEASE INCLUDES ACTIONS AND CAUSES OF ACTION, JUDGMENTS, EXECUTIONS,
      SUITS, DEBTS, CLAIMS, DEMANDS, LIABILITIES, OBLIGATIONS, DAMAGES AND EXPENSES
      ARISING AS A RESULT OF THE NEGLIGENCE OF ONE OR MORE OF THE RELEASED
      PARTIES.

    


    
      
        
        

      

      
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    Section
      4.    Reaffirmation
      of Security Agreement and Pledge Agreement.
      Debtor
      does hereby confirm the validity of the security interest created pursuant
      to
      the Security Agreement and Pledge Agreement through the date of the execution
      of
      this Agreement. 

    


    Section
      5.    Additional
      Provisions.
      

    


    2.01    Governing
      Law.
      This
      Agreement shall be construed in accordance with the laws of the State of Texas.
      

    


    2.02    Recitals.
      Each of
      the parties hereby confirms that the recitals to this Agreement are true and
      correct and are a part of and incorporated into this Agreement for all
      purposes. 

    


    2.03    Severability.
      If any
      provision of this Agreement, or the application thereof to any person or
      circumstance, shall, for any reason and to any extent, be invalid or
      unenforceable, the remainder of this Agreement and the application of such
      provision to other persons or circumstances shall not be affected thereby,
      but
      rather shall be enforced to the greatest extent permitted by applicable
      law.

    


    2.04    Binding
      Agreement.
      This
      Agreement shall be binding upon the successors and assigns of the parties
      hereto.

    


    2.05    Counterparts.
      This
      Agreement may be executed in any number of counterparts; each of which shall
      be
      deemed an original and all of which together shall be construed as one and
      the
      same instrument.

    


    2.06    No
      Oral Agreements.
      This
      Amendment embodies the final, entire agreement among the parties hereto. There
      are no oral agreements among the parties hereto.

    


    (Remainder
      of Page Intentionally Left Blank)

    


    
      
        
        

      

      
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    IN
      WITNESS WHEREOF,
      the
      parties hereto have executed this Agreement on this 10th 
      day of
      March, 2006, effective as of the date and year first above written.

    


    
      	 	 	 	 
	BIO-ONE
              CORPORATION	 
	 	 
 	 
 	 
 
	 By: 	/s/
              Robert J. Ramsey	 	 
	 	
              
 	 
	Name: 
              	Robert J.
              Ramsey	
            
	 	
              

            	 
	Title:	Chief
              Restructuring Officer	 
	 	
              

            	 


    

     

     
      
        	 	 	 	 
	
                CSI
                  BUSINESS FINANCE, INC.,

                on
                  its own behalf and as Agent

              	 
	 	 
 	 
 	 
 
	By: 	 /s/
                Timothy J. Connolly	 	 
	 	
                
 	 
	Name: 
                	Timothy
                J.
                Connolly 	
              
	 	
                

              	 
	Title:	Chief
                Executive
                Officer	 
	 	
                

              	 


      

    

     

     

    
      
        
        

      

      
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