**CORPORATE
      CONSULTING**


**SERVICES
      AGREEMENT**





**THIS
      CORPORATE CONSULTING SERVICES AGREEMENT** is dated
      for reference effective (the *“Effective
      Date”* )
      as of
      the 1 st day of
      January, 2007.





**BETWEEN** :





**ASHER
      ZWEBNER** ,
      having
      an address for delivery and service located at 20A Rehov Sharei Torah, Bayit
      Vegan, Jerusalem, Israel 96387





(the
      “ *Consultant* ”);





**OF
      THE FIRST PART**





**AND** :





**SINOBIOMED
      INC.** a
      company
      established under the laws of the State of Delaware, and having its address
      for
      notices hereunder at Room 3304, Bldg. #6, Lane 218, Wu-Zhou Road, Zhong-Huang
      Plaza, Shanghai, China 200080





(the
      “ *Company* ”);





**OF
      THE SECOND PART**





(the
      Consultant and the Company being hereinafter singularly also referred to as
      a
“ *Party* ”
and
      collectively referred to as the “ *Parties* ”
as
      the
      context so requires. In this Agreement “ *Company* ”
shall
      also include any listed affiliates where the Consultant provides services
      thereto and receives performance shares or options or other equity therein
      and
      such shall be deemed as if issued and contracted by the Company for the purposes
      of, inter alia, termination fee provisions).





**WHEREAS** :





A. The
      Company is in the business (the “ *Business* ”)
      of developing
      genetically engineered recombinant protein drugs and vaccines that respond
      to a wide range of diseases and conditions, including malaria, hepatitis,
      surgical bleeding, cancer, rheumatoid arthritis, diabetic ulcers and burns,
      and
      blood cell regeneration and in
      order to help comply, satisfy and maintain the Company’s reporting obligations
      in the United States, requires the skills, advice and supervision of a suitable
      chief financial officer;





-2-




B. The
      Company wishes to retain the Consultant under this agreement (the “ *Agreement* ”)
      to act
      as the Company’s chief financial officer to assist the Company with its
      accounting procedures and policies, to establish and maintain proper internal
      financial controls, to assist the Company with its reporting requirements and
      to
      provide financial advice (such forms of interest of the Company generally called
      the “ *Objectives* ”);





**NOW
      THEREFORE THIS AGREEMENT WITNESSETH THAT THE PARTIES HERETO AGREE AS
      FOLLOWS** :





**Article
      I**





**SERVICES
      AND RESPONSIBILITIES OF THE CONSULTANT**





1.1 **Consultant
      Services** .
      The
      Consultant will provide such services specified herein on a proactive basis
      or
      as the Company may request, from time to time, in order to assist the Company
      to
      attempt to achieve the Objectives. Together with such instructions and
      variations as the Company may give, the Consultant will provide the following
      specific services and functions to the Company in pursuit of the
      Objectives:





(a)
            acting
                as the chief financial officer of the
                Company;





(b)
            preparation
                of quarterly and annual reports as required under Sections 13(d)
                and 15 of
                the Securities and Exchange Act of 1934, as
                amended;





(c)
            acting
                as a member of the audit committee and to assist with communications
                and
                discussions with the Company’s independent registered public
                accountants;





(d)
            assistance
                with establishing accounting procedures and policies as well as
                establishing and maintaining internal financial controls and procedures;
                and




(e)
                such
                    other assistances as the board may reasonably request to achieve
                    the
                    Objectives;





(such
      above-referenced Objectives services being, collectively, the “ *Consulting
      Services* ”).





**Article
      II**





**INFORMATION
      TO BE PROVIDED BY THE COMPANY**





2.1 **Information
      to be made available** .
      The
      Company agrees to make available to the Consultant all corporate, financial
      and
      operating information, Company personnel or other consultants, and other
      reasonable resources which are reasonably necessary and sufficient to allow
      the
      Consultant to perform the Consulting Services. The Consultant may provide
      Company information to legal and accounting advisers, and other persons, but
      that such dissemination shall be effected with proper prudence and subject
      to
      such reasonable conditions and restrictions as the Company deems necessary
      or
      appropriate and subject to insider information rules and restrictions. The
      Consultant will use such information only for the purposes set out herein and
      for no competitive or other purpose whatsoever.





-3-




2.2 **Accuracy
      of the information** .
      The
      Company agrees that it will bear sole responsibility for the accuracy and
      completeness of the information provided to the Consultant, except for any
      information created solely by the Consultant. The Company represents and
      warrants that the information will be accurate and complete in all material
      respects and not misleading and will not omit to state any fact or information
      which would be material in its estimation.





2.3 **Material
      change in information** .
      The
      Company agrees to advise the Consultant promptly of any material change in
      the
      affairs of the Company or in any information provided to the Consultant from
      the
      date at which such information is given.





**Article
      III**





**COMPLIANCE
      WITH LAWS**





3.1 **Consultant
      Compliance Issues.** The
      Consultant shall comply with all laws, whether federal, provincial or state,
      applicable to the Consulting Services provided by it and, when requested by
      the
      Company, will advise the Company of any particular compliance issues affecting
      any Consulting Services for which the Consultant’s services have been engaged.





3.2 **Company
      Compliance Issues.** The
      Company shall comply with all laws, whether federal, provincial or state,
      applicable to the Consulting Services and the Company. The Company shall effect
      best efforts to maintain its registration as a listed issuer in good
      standing.





3.3 **Insider
      Issues.** The
      Consultant shall comply with all reasonable endeavors of the Company, industry
      practice, and law and regulation to ensure that it affords security to
      information of the Company and that the Consultant, or any persons with whom
      the
      Consultant works or with whom the Consultant deals, do not employ information
      of
      the Company in any manner contrary to law or fiduciary obligations.





3.4 **Trading.** In the
      event that the Consultant, or any person with whom the Consultant works or
      with
      whom the Consultant deals, trades in the Company’s, or affiliates, securities
      then the Consultant shall employ reasonable prudence and good market practice
      as
      to such trading and shall effect such in compliance with law.




-4-


**Article
      IV**





**TERM,
      RENEWAL AND TERMINATION**





4.1 **Term** .
      The
      Term of this Agreement (the “ *Term* ”)
      is for
      a period of one year commencing on January 1, 2007 (the “ *Effective
      Date* ”)
      and
      terminating January 1, 2008 and includes any renewal periods.





4.2 **Renewal** .
      This
      Agreement shall renew automatically for subsequent one-year periods if not
      specifically terminated in accordance with the following provisions. Renewal
      shall be on the same terms and conditions contained herein, unless modified
      and
      agreed to in writing by the Parties, and this Agreement shall remain in full
      force and effect (with any collateral written amendments) without the necessity
      to execute a new document. A Party hereto determining not to renew agrees to
      notify the other Parties hereto in writing at least 60 calendar days prior
      to
      the end of the Term of its intent not to renew this Agreement (the “ *Non-Renewal
      Notice* ”).





In
      this
      Agreement the “ *Effective
      Date of Termination”* shall
      mean, in the relevant circumstance, the 60 th day from
      the Non-Renewal Notice or the 30 th day from
      notice given in section 4.3(a) below or the date of the event of sections 4.3
      (b) or (c) or, in any other circumstance, the date of noticed termination or
      of
      constructive or event of termination.





4.3 **Termination** .
      Notwithstanding any other provision of this Agreement, this Agreement may be
      terminated by a Party upon written notice if:





(a)
            the
                other Party fails to cure a material breach of any provision of this
                Agreement within 30 calendar days from its receipt of written notice
                from
                said Party (unless such breach cannot be reasonably cured within
                said 30
                calendar days and the other Party is actively pursuing curing of
                said
                breach); or





(b)
            the
                other Party commits fraud or serious neglect or misconduct or illegal
                act
                in the discharge of its respective duties hereunder or under the
                law;
                or





(c)
            the
                other Party becomes adjudged bankrupt or a petition for reorganization
                or
                arrangement under any law relating to bankruptcy, and where any such
                petition is not dismissed.





4.4 **Disability.** If
      Consultant is unable to continue the engagement, whether through disability
      or
      other disabling state, then the Company may terminate this Agreement as a
      without fault termination. If physically capable, Consultant shall be made
      available for consultation for up to ten (10) hours per month, non-cumulative,
      at no cost to the Company. For additional hours per month, the Consultant shall
      be paid a rate of $100 per hour.





4.5 **Death** .
      In the
      event that the Consultant dies, the Company shall terminate this Agreement
      as a
      without fault termination and the Consulting Fee (as defined below) shall be
      payable to the Consultant’s estate.




-5-


**4.6** **Return
      of Materials** . **** Upon
      termination of this Agreement: ****





(a)
            The
                Consultant agrees that all Company property, including without limitation,
                all books, manuals, records, reports, notes, contracts, lists, and
                other
                documents (collectively, the “Confidential Information”), copies of any of
                the foregoing, and equipment furnished to or prepared by the Consultant
                in
                the course of or incidental to this Agreement and the duties hereof,
                including, without limitation, records and any other materials pertaining
                to the Company or its Business, belonging to the Company shall be
                promptly
                returned to the Company upon termination and the Consultant shall
                keep no
                copies thereof, except as may be agreed in writing on agreed terms
                with
                the Company; and





(b)
            The
                Consultant agrees that all Confidential Information is received or
                developed in confidence and for the exclusive benefit of the Company.
                During this Agreement and thereafter, the Consultant will not, directly
                or
                indirectly, except as required by the normal business of the Company
                or
                expressly consented to in writing by the
                Company:





(i)
            disclose,
                publish or make available, other than to an authorized employee,
                officer,
                or director of the Company, any Confidential
                Information;





(ii)
            acquire,
                possess for his own interest, sell, transfer or otherwise use or
                exploit
                any Confidential Information;





(iii)
            permit
                the sale, transfer, or use or exploitation of any Confidential Information
                by any third party; or





(iv)
            retain
                upon termination or expiration of this Agreement any Confidential
                Information, any copies thereof or any other tangible or retrievable
                materials containing or constituting Confidential
                Information;





**Article
      V**





**COMPENSATION
      OF THE CONSULTANT**





5.1 **Compensation
      to the Consultant** .
      The
      Consultant shall be compensated for the Consulting Services by way of the
      Company issuing 100,000 restricted shares of common stock of the Company on
      a
      post forward stock split basis that was effective March 2, 2007 (the “Consultant
      Shares”) to the Consultant within 10 days of the full execution of this
      Agreement, with such Consultant Shares being deemed to have been earned by
      the
      Consultant as of January 1, 2007. The Consultant Shares shall be held in escrow
      by the Company’s legal counsel acting as the escrow agent in accordance with the
      terms and provisions of the Escrow Agreement attached hereto as Schedule “A”. If
      the Consultant is terminated prior to the end of the Term in accordance with
      this Agreement, then the Parties hererto agree that the percentage of the
      Consultant Shares equivalent to the number of days remaining in the Term after
      the date of termination divided by 365 days shall be surrendered by the
      Consultant to the Company for cancellation. The Consultant agrees that in the
      case of the Consultan’s termination prior to the completion of the Term, the
      Company is authorized to provide a copy of the termination notice and written
      instructions to the escrow agent with respect to the amount of Consultant Shares
      to be delivered back to the Company for surrender and cancellation, with the
      Company providing a copy of such written instructions to the
      Consultant.





-6-




5.2 **Reimbursement
      of Expenses** .
      During
      the Term the Company shall reimburse the Consultant for all invoiced and
      substantiated expenses properly incurred for the Consulting Services within
      30
      days of invoice. The Company shall not be responsible for expenses unless it
      has
      given approval as follows:





(a)
            Any
                single expense in excess of $500;
                and





(b)
            Any
                month in which it is anticipated that aggregate expenses will exceed
                $2000.





**Article
      VI**





**INFORMATION
      AND ADVICE CONFIDENTIAL**





6.1 **Confidential
      Information** .
      No
      information furnished hereunder in connection with the Consulting Services
      shall
      be published by any Party without the prior written consent of the other Party,
      but such consent in respect of the reporting of factual data shall not be
      unreasonably withheld, and shall not be withheld in respect of information
      required to be publicly disclosed pursuant to applicable securities or
      corporation laws.





6.2 **Confidentiality
      by the Consultant** .
      The
      Consultant will not, except as authorized or required by the Consultant’s duties
      hereunder, reveal or divulge to any person or companies any information
      concerning the organization, business, finances, transactions or other affairs
      of the Company, or of any of its subsidiaries, which may come to the
      Consultant’s knowledge during the Term, and the Consultant will keep in complete
      secrecy all confidential information entrusted to the Consultant and will not
      use or attempt to use any such information in any manner which may injure or
      cause loss, either directly or indirectly, to the Company’s Businesses and shall
      not use or permit the same to be used for any purpose of the Consultant not
      in
      the pursuit of this Agreement or by any competitor or third party. The
      Consultant shall immediately advise the Company at the time it shall come to
      the
      Consultant’s knowledge of any party employing the Company’s information for
      purposes not authorized by this Agreement or the Company and the Consultant
      shall give the Company all reasonable assistance to protect the Company’s
      information, at the Company’s cost. This restriction will continue to apply
      after the termination of this Agreement without limit in point of time but
      will
      cease to apply to information or knowledge which may come into the public
      domain.





6.3 **Opinions,
      Reports and Advice of the Consultant** .
      The
      Consultant acknowledges and agrees that all written and oral opinions, reports,
      advice and materials provided by the Consultant to the Company in connection
      with the Consultant’s engagement hereunder are intended solely for the Company’s
      benefit and for the Company’s use only, and that any such written and oral
      opinions, reports, advice and information are the exclusive property of the
      Company. In this regard the Consultant agrees that the Company may utilize
      any
      such opinion, report, advice and materials for its purposes but the Company
      shall not publish the same or use the same, or extracts thereof, for purposes
      not specifically intended by the Consultant without the Consultant’s written
      permission. The Consultant agrees that all resources, opportunities, or other
      matters of value developed or pursued pursuant to this Agreement are the
      property of the Company and shall accrue to the Company solely.




-7-





6.4 **Right
      of Ownership to the Business and related Property** .
      The
      Consultant hereby acknowledges and agrees that any and all technology and
      Business interests of the Company, together with any improvements derived
      therefrom, and any patents, copyright, trade marks or trade names used in
      connection with the same (collectively, the “ *Property* ”),
      are
      wholly owned and controlled by the Company. In this regard the Consultant hereby
      further covenants and agrees not to, during or after the Term, contest the
      title
      to any of the Company’s Property interests, in any way dispute or impugn the
      validity of the Company’s Property interests or take any action to the detriment
      of the Company’s interests therein. The Consultant acknowledges that, by reason
      of the unique nature of the Property interests, and by reason of the
      Consultant’s knowledge of and association with the Property interests during the
      Term, the aforesaid covenant, both during the term of this Agreement and
      thereafter, is reasonable and commensurate for the protection of the legitimate
      business interests of the Company. The Consultant hereby further covenants
      and
      agrees to immediately notify the Company of any infringement of or challenge
      to
      any of the Company’s Property interests as soon as the Consultant becomes aware
      of the infringement or challenge.





6.5 **Consultant’s
      Business Conduct** .
      The
      Consultant warrants that it shall conduct its Consulting Services and other
      related activities in a manner which is lawful and reputable and which brings
      good repute to the Company, the Consultant and the Business interests. In this
      regard the Consultant warrants to provide all Consulting Services in a sound
      and
      professional manner such that the same meets superior standards of performance
      quality within the standards of the industry or as set by the specifications
      of
      the Company.





**Article
      VII**





**INDEMNIFICATION
      AND LEGAL PROCEEDINGS**





7.1 **Indemnification** .
      Each
      Party agrees to indemnify and save the other, its affiliates and their
      respective directors, officers, employees and agents (each an “ *Indemnified
      Party* ”)
      harmless from and against any and all losses, claims, actions, suits,
      proceedings, damages, liabilities or expenses of whatsoever nature or kind,
      including any investigation expenses incurred by any Indemnified Party, to
      which
      an Indemnified Party may become subject by reason of breach of this Agreement
      or
      of law by the defaulting Party. Specifically, but not to derogate from the
      forgoing but for certainty for the comfort of the Consultant, the Company agrees
      to indemnify the Consultant for any actions, losses, proceedings, or other
      harm
      suffered, including legal costs as incurred, in the service of the Company
      except only where such harm was suffered by the Consultant primarily as a
      consequence of its own grossly negligent or unlawful conduct.




-8-





7.2 **Claim
      of Indemnification** .
      The
      Parties hereto agree to waive any right they might have of first requiring
      the
      Indemnified Party to proceed against or enforce any other right, power, remedy,
      security or claim payment from any other person before claiming this
      indemnity.





7.3 **Notice
      of Claim** .
      In case
      any action is brought against an Indemnified Party in respect of which indemnity
      may be sought, the Indemnified Party will give prompt written notice of any
      such
      action of which the Indemnified Party has knowledge and the indemnifying Party
      will undertake the investigation and defense thereof on behalf of the
      Indemnified Party, including the prompt employment of counsel acceptable to
      the
      Indemnified Party affected and the payment of all expenses. Failure by the
      Indemnified Party to so notify shall not relieve the relevant Party of such
      relevant Party’s obligation of indemnification hereunder unless (and only to the
      extent that) such failure results in a forfeiture by the relevant Party of
      substantive rights or defenses.





7.4 **Settlement** .
      No
      admission of liability and no settlement of any action shall be made without
      the
      consent of each of the Parties hereto, such consent not to be unreasonable
      withheld.





7.5 **Legal
      Proceedings** .
      Notwithstanding that the indemnifying Party will undertake the investigation
      and
      defense of any action, an Indemnified Party will have the right to employ
      separate counsel in any such action and participate in the defense thereof,
      but
      the fees and expenses of such counsel will be at the expense of the Indemnified
      Party unless:





(a)
            such
                counsel has been authorized by the indemnifying
                Party;





(b)
            the
                indemnifying Party has not assumed the defense of the action within
                a
                reasonable period of time after receiving notice of the
                action;





(c)
            the
                indemnifying Party and the Indemnified Party shall have been advised
                by
                counsel that there may be a conflict of interest between the Parties;
                or





(d)
            there
                are one or more legal defenses available to the Indemnified Party
                which
                are different from or in addition to those available to the indemnifying
                Party.





**Article
      VIII**





**FORCE
      MAJEURE**





8.1 **Events** .
      If
      either Party hereto is at any time during this Agreement prevented or delayed
      in
      complying with any provisions of this Agreement by reason of strikes, walk-outs,
      labour shortages, power shortages, fires, wars, acts of God, earthquakes,
      storms, floods, explosions, accidents, protests or demonstrations by
      environmental lobbyists or native rights groups, delays in transportation,
      breakdown of machinery, inability to obtain necessary materials in the open
      market, unavailability of equipment, governmental regulations restricting normal
      operations, shipping delays or any other reason or reasons beyond the control
      of
      that Party, then the time limited for the performance by that Party of its
      obligations hereunder shall be extended by a period of time equal in length
      to
      the period of each prevention or delay.




-9-





8.2 **Notice** .
      A Party
      shall within seven calendar days give notice to the other Party of each event
      of *force
      majeure* under
      section 8.1 hereinabove, and upon cessation of such event shall furnish the
      other Party with notice of that event together with particulars of the number
      of
      days by which the obligations of that Party hereunder have been extended by
      virtue of such event of *force
      majeure* and all
      preceding events of *force
      majeure* .





**Article
      IX**





**DEFAULT
      AND TERMINATION**





9.1 **Default** .
      The
      Parties hereto agree that if either of the Parties is in default with respect
      to
      any of the provisions of this Agreement (hereinafter referred to as the
“ *Defaulting
      Party* ”),
      the
      non-defaulting Party (hereinafter referred to as the “ *Non-Defaulting
      Party* ”)
      shall
      give notice to the Defaulting Party designating such default, and within thirty
      (30) business days after its receipt of such notice, the Defaulting Party shall
      either:





(a)
            cure
                such default, or diligently commence proceedings to cure such default
                and
                prosecute the same to completion without undue delay, with notice
                to the
                Non-Defaulting Party of the procedures it has instigated to cure;
                or





(b)
            give
                the Non-Defaulting Party notice that it denies that such default
                has
                occurred and that it is submitting the question to the appropriate
                tribunal.





If
      default is not addressed appropriately in the form required by (a) above, or
      cured within 30 days of a tribunal’s finding of default, then the Non-Defaulting
      Party may terminate this Agreement at any time, without prejudice to any claims
      it may have for an accounting or damages.





**Article
      X**





**NOTICE**





10.1 **Notice** .
      Each
      notice, demand or other communication required or permitted to be given under
      this Agreement shall be in writing and shall be delivered to the other Party,
      at
      the address for such Party specified above. The date of receipt of such notice,
      demand or other communication shall be the date of delivery thereof.
      Transmission by facsimile, with electronic confirmation, shall be considered
      delivery.





10.2 **Change
      of Address** .
      Either
      Party may at any time and from time to time notify the other Party in writing
      of
      a change of address and the new address to which notice shall be given to it
      thereafter until further change.




-10-





**Article
      XI**





**GENERAL
      PROVISIONS**





11.1 **Entire
      Agreement** .
      This
      Agreement constitutes the entire agreement between the Parties hereto in respect
      to this subject matter and supersedes every previous agreement, expectation,
      negotiation, representation or understanding, whether oral or written, express
      or implied, statutory or otherwise, between the Parties with respect to the
      subject matter of this Agreement.





11.2 **Enurement
      and Assignment** .
      This
      Agreement will enure to the benefit of and will be binding upon the Parties,
      their respective heirs, executors, administrators and permitted assigns. This
      Agreement may not be assigned as to any part by any Party without the permission
      in writing of the other Party, such permission not to be unreasonably
      withheld.





11.3 **Time
      of the Essence** .
      Time
      will be of the essence of this Agreement.





11.4 **Applicable
      Law** .
      The
      situs of this Agreement is Vancouver, British Columbia, and for all purposes
      this Agreement will be governed exclusively by and construed and enforced in
      accordance with the laws and Courts of the Province of British
      Columbia.





11.5 **Invalid
      Provisions** .
      If any
      provision of this Agreement is at any time unenforceable or invalid for any
      reason it will be severable from the remainder of this Agreement and, in its
      application at that time, this Agreement will be construed as though such
      provision was not contained herein and the remainder will continue in full
      force
      and effect and be construed as if this Agreement had been executed without
      the
      invalid or unenforceable provision.





11.6 **Currency** .
      Unless
      otherwise stated, all references in this Agreement to currency shall be United
      States currency.





11.7 **Severability
      and Construction** .
      Each
      Article, section, paragraph, term and provision of this Agreement, and any
      portion thereof, shall be considered severable, and if, for any reason, any
      portion of this Agreement is determined to be invalid, contrary to or in
      conflict with any applicable present or future law, rule or regulation in a
      final unappealable ruling issued by any Court, agency or tribunal with valid
      jurisdiction in a proceeding to which any Party hereto is a party, that ruling
      shall not impair the operation of, or have any other effect upon, such other
      portions of this Agreement as may remain otherwise intelligible (all of which
      shall remain binding on the Parties and continue to be given full force and
      effect as of the date upon which the ruling becomes final).





11.8 **Warranty
      of Good Faith** .
      The
      Parties hereto warrant each to the other to conduct their duties and obligations
      hereof in good faith and with due diligence and to employ all reasonable
      endevours to fully comply with and conduct the terms and conditions of this
      Agreement.




-11-





11.9 **Representation
      and Costs** .
      It is
      hereby acknowledged by each of the Parties hereto that, as between the Company
      and the Consultant, Devlin Jensen, Barristers and Solicitors, acts solely for
      the Company, and that the Consultant has been advised to obtain independent
      legal advice with respect to this Agreement and that he has consulted with
      or
      has had the opportunity to consult with independent counsel of his own choice
      concerning this Agreement and that he has read and understands the Agreement,
      is
      fully aware of its legal effect, and has entered into it freely based on his
      own
      judgment.





11.10 **Counterparts** .
      This
      Agreement may be signed by the Parties hereto in as many counterparts as may
      be
      necessary, each of which so signed shall be deemed to be an original, and such
      counterparts together shall constitute one and the same instrument and
      notwithstanding the date of execution will be deemed to bear the execution
      date
      as set forth on the front page of this Agreement.





11.11 **Consents
      and Waivers** .
      No
      consent or waiver expressed or implied by either Party in respect of any breach
      or default by the other in the performance by such other of its obligations
      hereunder shall be valid unless it is in writing, be relied upon as a consent
      to
      or waiver of any other breach or default of the same or any other obligation
      or
      constitute a general waiver under this Agreement, or eliminate or modify the
      need for a specific consent or waiver in any other or subsequent
      instance.





**IN
      WITNESS WHEREOF** the
      Parties hereto have hereunto set their hands and seals in the presence of their
      duly authorized signatories effective as at the date first above
      written.





SIGNED and DELIVERED by
            )**ASHER
              ZWEBNER**
            )the Consultant herein, in the presence
              of:
            ))/s/
                Omnit Osterman
            )Witness
                Signature
            )
            
            /s/
                Asher Zwebner)
            
            **ASHER
                ZWEBNER**32
                Bavli St., Tel Aviv,
                Israel
            )Witness
                Address
            ))Administrative
                Assistant
            )Witness
                Name and
                Occupation
            )The CORPORATE SEAL of
            )**SINOBIOMED INC.**,
              the Company
            )herein, was hereunto affixed in the
presence
              of:
            )
            
            (C/S))/s/
                Ban-Jun Yang
            )Authorized
                Signatory
            ))Ban-Jun
                Yang, President
            )(print
                name and title)
            )





-12-


**SCHEDULE
      “A”**





**ESCROW
      AGREEMENT**





**THIS
      ESCROW AGREEMENT** is made
      and dated for reference effective as of the 1 st day of
      January, 2007 (the “ *Effective
      Date* ”)
      and is
      a collateral agreement and attached as a document to the above Corporate
      Consulting Services Agreement (“ *Consulting
      Agreement* ”).





**BETWEEN** :





**SINOBIOMED
      INC.**





(hereinafter
      referred to as the “ *Issuer* ”);




**OF
      THE FIRST PART**


**AND** :





**ASHER
      ZWEBNER**





(hereinafter
      referred to as " *Consultant* ")




**OF
      THE SECOND PART**





(the
      foregoing hereinafter also singularly referred to as a " *Party* "
      and
      collectively referred to as the " *Parties* "
      as the
      context so requires).




**AND** :





**Devlin
      Jensen or such escrow agent as the Parties may subsequently appoint or such
      escrow agent as subsequently may be appointed by Devlin Jensen or a court of
      competent jurisdiction** ,
      of
      2550-555 West Hastings Street, Vancouver, BC V6B 4N5





(hereinafter
      referred to as the " *Escrow
      Agent* "
      but not
      a “ *Party* ”);





**OF
      THE THIRD PART**





**WHEREAS** :




-13-





A.
            The
                Parties have requested that the Escrow Agent act as escrow holder
                of the
                Consulting Shares as contemplated by the Consulting Agreement and
                the
                Escrow Agent has agreed subject to the below
                terms;


B.
            All
                defined terms of the Consulting Agreement are herein incorporated
                by
                reference but none of the terms or obligations of the Consulting
                Agreement
                are incorporated herein and the Escrow Agent is not imposed with
                any
                obligations other than those of this Escrow
                Agreement;


C.
            The
                Issuer has also joined to this Agreement to assist in the correction
                of
                any defects of Consulting Shares or delivery and to ensure the transfer
                of
                the Consulting Shares back to the Company, if
                required;





**NOW
      THEREFORE THIS AGREEMENT WITNESSES** that in
      consideration of the premises and consideration now provided by each of the
      Parties and the Escrow Agent hereto, each to the other (the receipt whereof
      is
      hereby acknowledged), and in further consideration of the mutual covenants
      and
      conditions hereinafter contained, the Parties each with the other and with
      the
      Escrow Agent hereto agree as follows:





1.
            The
                Issuer and Consultant hereby agree to the deposit of the Consulting
                Shares
                and Transfer Documents (collectively hereafter the “*Shares*”)
                with and that the same shall be delivered to the Escrow Agent to
                be held
                in accordance with this Agreement.





2.
            The
                Escrow Agent hereby agrees to accept delivery and custody of the
                Shares
                for the purposes of this Agreement on the following specific agreements
                and understanding by the Issuer and Consultant and such Parties warrant
                irrevocably to abide by and that they are bound by such
                provisions:





(a)
            the
                Escrow Agent is general counsel for the Issuer but not for this document,
                such is recognized by the Parties, all Parties waive conflict thereof,
                the
                Issuer and Consultant have received actual and specific legal counsel
                from
                separate counsel in regard to this matter, and the Issuer and Consultant
                are executing this Agreement without any reliance or expectation
                whatever
                of the Escrow Agent except as escrow holder as specifically required
                by
                the terms of the escrow of this
                Agreement;


(b)
            this
                agreement constitutes covenants only and there is no trust hereof
                and
                should any trust be implied hereof (which would be contrary to the
                intention of this Agreement) then such is a limited trust specifically
                for
                the purposes of this Agreement and for no other purpose, shall be
                interpreted strictly and with limitation and not by inferential
                interpretation and not widely and
                generously;


(c)
            the
                Escrow Agent may resign at any time and tender the Shares to court
                or
                appoint an alternate escrow agent and tender the Shares to the alternate
                and immediately upon such tendering the Escrow Agent shall be relieved
                of
                all and any accountability
                thereafter;


(d)
            the
                duty of the Escrow Agent is solely that of good faith and normal
                care
                merely to preserve the Shares and communicate adequately with the
                Parties
                and the Escrow Agent shall have no duty or obligation to determine
                any
                rights between the Parties, to interpret this Agreement, or to take
                any
                other act other than to preserve the Shares. In the event of conflict
                in
                respect to the Shares the Escrow Agent may determine to retain possession
                of the Shares without liability whatsoever until instructed by mutual
                direction of the Parties or until directed by a court of competent
                jurisdiction. In the event that the Escrow Agent has communicated
                any
                matter to a Party notifying of an act or an understanding or an
                interpretation or an intention to deliver or receipt of a matter
                or any
                other matter for which the Escrow Agent is giving information or
                notice or
                requesting response then a Party shall not complain and shall have
                waived
                all right to complain for the matters disclosed therein if the Party
                has
                not objected within five business days thereof and if the Escrow
                Agent is
                requesting response then a Party shall answer within such time frame.
                The
                Escrow Agent shall be absolutely entitled to rely upon the veracity,
                truthfulness, authenticity, and integrity of communication by the
                Parties
                and shall not be obliged to inquire as to their bona fides or assume
                any
                defect therein and should a Party effect false communications or
                should a
                third party employ instruments of the Parties to effect false or
                deceptive
                acts then the Escrow Agent shall have no liability therefore. In
                the event
                the Shares are lost or destroyed while in the possession of the Escrow
                Agent, the Parties agree that such is a non-actionable accident without
                cost or recourse to the Escrow Agent and the Parties warrant to effect
                all
                matters as shall be required to cancel the lost certificate and replace
                the same into the possession of the Escrow
                Agent;




-14-




(e)
            the
                Parties waive any and all claims against the Escrow Agent for any
                acts
                conducted pursuant hereto except only where the Escrow Agent acts
                in fraud
                or overt bad faith for personal profit (and for such purpose error,
                negligence, confusion or mistake of interpretation, force majeure,
                act of
                third party, employee error and the like shall not be extended to
                be
                interpreted as bad faith but bad faith shall mean its normal and
                extreme
                meaning of an act taken with the objective intent of effecting a
                wrong
                purpose) and any claim in respect to the same shall be consequent
                upon
                actual and observable and documented default of such nature and not
                inferential or interpretive or speculative and in the interpretation
                of
                such matters the onus and burden of proof (whether at trial or on
                a
                motion, inter alia, by the Escrow Agent to dismiss for insufficient
                evidence) shall be on the claimant making claim against the Escrow
                Agent
                and shall be on a level of beyond a reasonable doubt. A Party making
                complaint against the Escrow Agent for default based upon inferential,
                speculative or interpretive claims shall be deemed irrevocably to
                be
                acting in bad faith and maliciously or for collateral improper purposes
                (in this latter case such shall be inferred if the facts reasonably
                illustrate that such claim is made in whole or in part to exert a
                leverage) and such a claiming Party shall be liable for the maximal
                damages and costs allowable in the appropriate
                jurisdiction;


(f)
            the
                Parties, jointly and severally (and a contributing Party shall have
                a
                right of claim from the non-contributing Parties), do hereby warrant
                and
                agree from time to time and at all times hereafter well and truly
                to save,
                defend and keep harmless and fully indemnify the Escrow Agent, its
                successors and assigns, from and against all loss, costs, charges,
                damages
                and expenses which the Escrow Agent, its successors or assigns, may
                at any
                time hereafter bear, sustain, suffer or be put to for or by reason
                or on
                account of its acting as Escrow Agent pursuant to this Agreement
                except
                only in the event of bad faith or fraud, which shall not be assumed
                or
                employed as a plea to defeat a claim for indemnity unless such has
                first
                been adjudged by a court of competent jurisdiction. Unless a claimant
                shall first have received approval of a court of competent jurisdiction,
                pursuant to motion duly served and replied in the ordinary course
                (and not
                ex parte or expedited), and unless such court has found on a balance
                of
                probabilities on the evidence served by both parties that the Escrow
                Agent
                did probably commit fraud or bad faith, then failure to pay indemnity
                or
                advance costs shall be a fundamental default of this Agreement and
                shall
                be irrevocably deemed to be an act of bad faith and malice and the
                claim
                of the claimant shall be dismissed completely with prejudice for
                such
                matter alone. The Escrow Agent may, at it sole election, require
                that one
                or either Parties pre-advance any costs or fees to which the Escrow
                Agent
                may be put upon delivering to such Party estimates, quotes, or bills
                of
                the relevant professionals; and




-15-




(g)
            in
                case proceedings should hereafter be taken in any court respecting
                the
                Shares hereby escrowed or respecting the Escrow Agent and its duties
                and
                acts (or allegations of misdeeds), the Escrow Agent shall not be
                obliged
                to defend any such action or submit its rights to the court until
                it shall
                have been indemnified by good and sufficient security or advance
                of
                expected costs in addition to the indemnity given against its costs
                of
                such proceedings and in the event that a Party or Parties refuses
                or
                neglects to provide indemnity or otherwise violates the terms of
                this
                section then the Escrow Agent shall have, as a matter of right, the
                election to enjoin and suspend the proceedings until the Parties
                provide
                proper and sufficient indemnity and until the actions and pleadings
                of the
                Parties are consistent with and compliant with the obligations and
                restrictions of this section and in the event that a pleading Party
                does
                not so conform its actions and provide indemnity then the Escrow
                Agent
                shall have the right, and the pleading Party waives all defenses,
                to have
                any actions dismissed with prejudice as a consequence of such default
                of
                the pleading Party.





3.
            The
                Shares shall be delivered into possession of the Escrow Agent to
                be held
                and delivered by the Escrow Agent as follows in accordance with the
                following circumstances:





(a)
            the
                Shares shall be delivered to the Consultant in the event that the
                Consultant provides the Escrow Agent with notice that is has completed
                the
                Consulting Services for the Term, and upon the Escrow Agent giving
                the
                Issuer five (5) business days notice, the Issuer has not provided
                documentary proof materially contravening the Consultant’s notice;
                or





(b)
            a
                percentage of the Shares equivalent to the number of days remaining
                in the
                Term after the date of termination of the Consultant divided by 365
                days
                shall be delivered to the Issuer and the remainder of the Shares
                shall be
                delivered to the Consultant in the event that the Issuer provides
                the
                Escrow Agent with notice of the Consultant’s termination and the number of
                days remaining in the Term, and upon the Escrow Agent giving the
                Consultant five (5) business days notice, the Consultant has not
                provided
                documentary proof materially contravening the Issuer’s notice;
                or




-16-




(c)
            in
                the event that if neither Party has given notice as to instruction
                for
                delivery of the Shares within one month of the completion of the
                Term the
                Escrow Agent may determine, after ten business days notice, to deliver
                the
                Shares to the Consultant or, failing delivery by non-acceptance or
                non-location of the Consultant, to the
                Issuer.





Instructions
      to or by the Escrow Agent as to the forgoing shall be given by written copy
      to
      the Escrow Agent with copies to the Parties. In all matters in respect to the
      forgoing the Escrow Agent shall copy each Party with all correspondence. At
      the
      time of intention to deliver the Shares as above if no objection is taken within
      the stated time then the Parties shall have no complaint and the Escrow Agent
      shall be fully and completely discharged of all duties, accountabilities or
      claims and this Agreement shall terminate but that the provisions of section
      2
      hereof shall continue for the benefit of the Escrow Agent for a period of ten
      years.





The
      Consultant hereby permits the Escrow Agent to register the Shares in the name
      of
      the Escrow Agent, or any contracted nominee, and to split the Shares into
      several certificates for the purposes of efficient administration of this
      escrow. The Escrow Agent or his nominee shall provide the Consultant with voting
      powers of attorney in respect to any Shares so registered.





4.
            The
                Issuer agrees that the Shares are delivered pursuant to exemptions
                from
                prospectus requirements, the Consultant is an exempt
                sophisticated/accredited investor who does not require qualification,
                filing, notice, or other qualifying act in their jurisdiction and
                the
                Consultant agrees and acknowledges that the Shares are or may be
                subject
                to restrictions under prevailing securities laws and that the certificate
                for the same will be impressed with the appropriate legends advised
                by
                counsel.





5.
            The
                Consultant shall be entitled to a letter or receipt from the Escrow
                Agent
                stating the Shares are held by the Escrow Agent subject to the terms
                of
                this Agreement; but such letter or receipt shall not be assignable.
                The
                cost of this Agreement shall be borne by the Issuer.





6.
            This
                Agreement shall enure to the benefit of and be binding upon the Parties
                and the Escrow Agent hereto, their and each of their heirs, executors,
                administrators, successors and permitted assigns. All notices shall
                be
                delivered to the Parties at the addresses set forth in the Consulting
                Agreement or to the e-mails set forth below and delivery thereto
                shall be
                considered absolute regardless of whether an occupant is present.
                All
                addresses for notice shall be changed only with delivery of notice
                of
                change.





7.
            This
                Agreement may be executed in several parts in the same form and such
                part
                as so executed shall together constitute one original agreement and
                such
                parts, if more than one, shall be read together and construed as
                if all
                the signing Parties hereto had executed one copy of this Agreement.
                This
                Agreement and executions may be exchanged by fax and such faxed copies
                shall be irrevocably deemed
                originals.





8.
            This
                Agreement shall be subject to the exclusive jurisdiction of British
                Columbia and the courts thereof.





9.
            The
                Consultant warrants that regardless of any defect, actual or alleged,
                in
                any transfer documents of the Shares, or of the Shares, that the
                Consultant will take and act upon and conclude, without debate, the
                requests of the Escrow Agent, or the Issuer (individually or collectively)
                to transfer a proportionate amount of the Shares to the Issuer at
                such
                time as the Issuer may take the same in accordance with the Consulting
                Agreement.





-17-





**IN
      WITNESS WHEREOF** the
      Parties have executed these presents as and from the day and year above
      written.





**DEVLIN
              JENSEN**
            ))
            
            E-Mail Address:
              mshannon@devlinjensen.com)/s/
              Michael Shannon
            )Per: Authorized Signatory
            )**SINOBIOMED
              INC.**
            ))
            
            E-Mail Address:)/s/
              Ban-Jun Yang
            )Per: Authorized Signatory
            )**ASHER
              ZWEBNER**
            ))
            
            E-Mail Address:
              asher@fxmng.com)/s/
              Asher Zwebner
            )Signature