ex10-02.htm


    
      

      Exhibit
10.02

      
        
           

          
            OPTION
AGREEMENT

            


            THIS OPTION AGREEMENT
(hereinafter referred to as the “Agreement”), is entered into
as of this 14th day of April, 2010, by and between ONE Bio, Corp., a Florida
corporation (the “ONE”
or the “Company”) and
Green Planet Bioengineering Co., Ltd., a Delaware corporation
(“GP”) (collectively
referred to as the “Parties” and individually as
a “Party”).

            


            W I T N E
S S E T H:

            


            WHEREAS, GP owns Fifty
Thousand (50,000) shares of Common Stock of Elevated Throne Overseas Ltd., a
British Virgin Islands company (“Elevated Throne” and the
“Elevated Throne
Shares”), which represents 100% of the issued and outstanding shares of
capital stock of Elevated Throne; and

            


            WHEREAS, on or about September
1, 2009, the Parties entered into that certain Convertible Note Purchase
Agreement (the “Convertible
Note Purchase Agreement”) pursuant to which GP issued to ONE its 10%
Convertible Bridge Loan Note Due September 1, 2010, in the principal amount of
$300,000 (the “$300,000
Note”) (the Convertible Note Purchase Agreement and the $300,000 Note are
hereinafter jointly referred to as the $300,000 Loan to GP”) and on
or about June 22, 2009, ONE funded $50,000 of the $300,000 Note and on or about
August 31, 2009, ONE funded the $250,000 balance of the $300,000 Note;
and

            


            WHEREAS, on or about January
19, 2010, ONE provided a loan to Elevated Throne in the aggregate principal
amount of USD $1,700,000 (the “Elevated Throne Investment”);
and

            


            WHEREAS, ONE desires to obtain
an option from GP and GP desires to grant to ONE an option pursuant to which ONE
shall have the option to acquire all of the Elevated Throne Shares upon the
terms and conditions set forth in this Agreement.

            


            NOW THEREFORE, in
consideration of the premises and the mutual covenants contained herein and
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the Parties agree as follows:

            


            ARTICLE
I

            PURCHASE
OF GP COMMON STOCK

            


            1.1           Grant of Option to Purchase
Elevated Throne Shares.   GP hereby irrevocably grants to
ONE the option and right (the “Option”)  to
purchase from GP the Elevated Shares for the Consideration as defined in Section
1.2 hereof subject to the prior approval of such transaction (the “Transaction”) by the GP
shareholders (the “GP
Shareholders”) which purchase shall be effective as of the Closing Date
as defined in Section 1.5 hereof.

            


            1.2           The Consideration for
purchase of the Elevated Throne Shares.  The Parties hereby
agree, acknowledge and confirm that the consideration (“Consideration”) for the sale,
transfer and assignment by GP to ONE of the Elevated Throne Shares shall be
comprised of the following:

            


            (i)  the
conversion by ONE of the $1,700,000 Elevated Throne Investment to a$1,700,000
equity investment in Elevated Throne which the parties hereby agree shall
automatically be effective and occur as of the date of the approval of the
Transaction by the GP Shareholders; and

            


            
              
                
                

              

              
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            (ii)  the
conversion of the $300,000 Loan to GP into a $300,000 equity investment by ONE
in Elevated Throne which the Parties hereby agree shall automatically be
effective and occur as of the date of the approval of the Transaction by the GP
Shareholders; and

            


            (iii)  the
cancellation of the Agreement and all ancillary documents evidencing the
$1,700,000 Elevated throne Investment which cancellation shall automatically be
effective and occur as of the date of the approval of the Transaction by the GP
Shareholders; and

            


             

            (iv)  the
cancellation of the Convertible Note Purchase Agreement and the $300,000 Note
which cancellation shall automatically be effective and occur as of the date of
the approval of the Transaction by the GP Shareholders.

            


             

            1.3           Legend.  The
Parties agree and understands that until such time as the Elevated Throne Shares
have been registered under the 1933 Act, the certificates representing the
Throne Shares shall bear any legend as required by the "blue sky" laws of any
state and a restrictive legend in substantially the following form (and a
stop-transfer order may be placed against transfer of such stock
certificates):

             

            


             

            THE
SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE OFFERED FOR SALE, SOLD,
TRANSFERRED OR ASSIGNED (i) IN THE ABSENCE OF (a) AN EFFECTIVE REGISTRATION
STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR
(b) AN OPINION OF COUNSEL, IN A FORM REASONABLY ACCEPTABLE TO THE COMPANY, THAT
REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (ii) UNLESS SOLD PURSUANT TO RULE
144 UNDER SAID ACT.

             

            


            1.4           Exercise of Option;
Approval of the GP Shareholders.  To exercise the Option, ONE shall
provide written notice to GP that ONE has elected to exercise the
Option.  Upon receipt by GP of such written notice of ONE’s election
to exercise the Option, GP shall take the
following actions:

             

            (i)  GP shall as soon as
practical (but in no event later than 15 days) after receipt of the written
notice from ONE that ONE has elected to exercise the Option, cause to be
prepared and filed with the SEC and sent to the GP Shareholders an information
statement regarding the approval of the Transaction; and

            


            (ii)  GP shall in accordance
with the General Corporation Law of Delaware provide to the GP shareholders
written notice of the proposed Transaction and the action to be taken by the GP
Shareholders to approve the Transaction; and

            


            (iii)  upon the approval of
the Transaction by the GP Shareholders, GP shall provide to ONE written notice
of (a) such approval and (b) the closing of the Transaction.

            


            1.5           Closing.  Upon
the approval of the Transaction by the GP Shareholders, without any further
action by the Parties, the following actions shall automatically be
taken:  the $1,700,000 Elevated Throne Investment shall automatically
be converted into a $1,700,000 equity investment in Elevated Throne; the
$300,000 Loan to GP shall automatically be converted into a $300,000 equity
investment in Elevated Throne; the Agreement and all ancillary documents
evidencing the $1,700,000 Elevated Throne Investment shall automatically be
cancelled; and Convertible Note Purchase Agreement and the $300,000 Note shall
automatically be cancelled.  Also simultaneously with the approval of
the Transaction by the GP shareholders the closing of the Transaction (the "Closing") shall take place at
the offices of Arnstein & Lehr, LLP (the “Closing Date”).

            


            
              
                
                

              

              
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            1.6           Closing
Events.  At the Closing, each of the Parties hereto shall
execute, acknowledge, and deliver (or shall cause to be executed, acknowledged,
and delivered) any and all stock certificates, officers’ certificates,
agreements, resolutions, schedules, or other instruments required by this
Agreement to be so delivered at or prior to the Closing, together with such
other items as may be reasonably requested by the other Parties hereto and their
respective legal counsel in order to effectuate or evidence the
Transaction.  If agreed to by the Parties, the Closing may take place
through the exchange of documents (other than the exchange of stock
certificates) by e-fax, fax, email and/or express courier.

            


            


            ARTICLE
II

            REPRESENTATIONS,
COVENANTS, AND WARRANTIES OF GP

            


            As an
inducement to, and to obtain the reliance of ONE, GP represents, warrants and
covenants as follows:

            


            2.1           Organization.  GP
is a corporation duly organized, validly existing, and in good standing under
the laws of the State of Delaware.  A certified copy of the Articles
of Incorporation and bylaws of GP are attached hereto as Schedule
2.1.  GP has the power and is duly authorized, qualified, franchised,
and licensed under all applicable laws, regulations, ordinances, and orders of
public authorities to own all of its properties and assets and to carry on its
business in all material respects as it is now being conducted, including
qualification to do business as a foreign corporation in jurisdictions in which
the character and location of the assets owned by it or the nature of the
business transacted by it requires qualification.  The execution and
delivery of this Agreement does not, and the consummation of the transactions
contemplated by this Agreement (“Transactions”) in accordance
with the terms hereof will not, violate any provision of GP’s organizational
documents.  GP has taken all action required by laws, its articles of
incorporation, certificate of business registration, or otherwise to authorize
the execution and delivery of this Agreement. GP has full power, authority, and
legal right and has taken or will take all action required by law, its
Certificate of Incorporation, and otherwise to consummate the
Transactions.  GP shall receive a certificate of good standing from
the Secretary of State of the State of Delaware, dated as of a date within ten
days prior to the Closing Date certifying that GP is in good standing as a
corporation in the State of Delaware.

            


            2.2           Capitalization of Elevated
Throne.  Elevated Throne has a total of 50,000 issued and
outstanding shares of common stock, each of which is legally issued, fully paid,
and non-assessable.  All such shares of Elevated Throne common stock
are held of record by the GP.  Elevated Throne has no other capital
stock, warrants, options, or other securities convertible into shares of
Elevated Throne capital stock, outstanding other than the Elevated Throne common
stock.  Also, Elevated Throne has neither effected, nor fixed any
record date with respect to, any stock split, stock dividend, reverse stock
split, recapitalization, or similar change in Elevated Throne's Common Stock
between June 30, 2009 and the date of this Agreement and the Closing
Date.

            


            2.3           Taxes.

            


            (a)           GP
has filed and has caused Elevated Throne to file all Federal, state and local
tax returns required to be filed by it from its respective inception to the date
hereof and the Closing Date.  All such returns are complete and
accurate in all material respects.

            


            
              
                
                

              

              
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            (b)           As
of the date hereof and as of the Closing Date, GP and Elevated Throne have no
liabilities with respect to the payment of Federal, state, county, local, or
other taxes, including any deficiencies, interest, or penalties (collectively
"Taxes"), except for
taxes accrued but not yet due and payable, for which GP or Elevated Throne may
be liable in its own right or as a transferee of the assets of, or as a
successor to, any other corporation or entity.

            


            (c)           As
of the date hereof and as of the Closing Date, no deficiency for any Taxes has
been proposed, asserted or assessed against GP or Elevated
Throne.  There has been no Tax audit, nor has there been any notice to
GP or Elevated Throne by any taxing authority regarding any such Tax audit, or,
to the knowledge of GP or Elevated Throne, is any such Tax audit threatened with
regard to any Taxes or GP or Elevated Throne tax returns.  GP and
Elevated Throne do not expect the assessment of any additional Taxes on GP or
Elevated Throne for any period prior to the date hereof and has no knowledge of
any unresolved questions concerning the liability for Taxes of GP or Elevated
Throne.

            


            (d)           The
books and records, financial and otherwise, of GP and Elevated Throne are and as
of the Closing Date shall in all material respects complete and correct and have
been maintained in accordance with good business and accounting
practices.

            


            2.4           Information.  The
information concerning GP and Elevated Throne set forth in this Agreement and
the schedules hereto is and will be complete and accurate in all material
respects and does not contain any untrue statement of a material fact or omit to
state a material fact required to make the statements made, in light of the
circumstances under which they were made, not misleading as of the date hereof
and as of the Closing Date.

            


            2.5           Absence of Certain Changes
or Events.  Except as set forth in this Agreement or the
schedules hereto, since June 30, 2009, there has not been (i) any material
adverse change in the business, operations, financial condition, or prospects of
GP or Elevated Throne; or (ii) any damage, destruction, or loss to GP or
Elevated Throne (whether or not covered by insurance) materially and adversely
affecting the business, operations, financial condition, or prospects of GP or
Elevated Throne;

            


            2.6           Litigation and
Proceedings.  As of the date hereof and as of the Closing Date,
there are no actions, suits, proceedings, or investigations pending or, to the
knowledge of GP or Elevated Throne, threatened by or against GP or Elevated
Throne, or affecting GP or Elevated Throne, or its properties, at law or in
equity, before any court or other governmental agency or instrumentality,
domestic or foreign, or before any arbitrator of any kind.

            


            2.7           No Conflict With Other
Instruments.  The execution of this Agreement and the
consummation of the Transactions will not result in the breach of any term or
provision of, or constitute an event of default under, any material indenture,
mortgage, deed of trust, or other material contract, agreement, or instrument to
which GP or Elevated Throne is a party or to which any of its properties or
operations are subject.

            


            2.8           Compliance With Laws and
Regulations.  To the best of its knowledge, GP has complied and
has caused Elevated Throne to comply with all applicable statutes and
regulations of any Federal, state, or other applicable governmental entity or
agency thereof, except to the extent that noncompliance would not materially and
adversely affect the business, operations, financial condition, or prospects of
GP or Elevated Throne or except to the extent that noncompliance would not
result in the incurrence of any material liability.

             

            
              
                
                

              

              
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            2.9           Approval of
Agreement.  The board of directors of GP (the “GP Board”) has authorized the
execution and delivery of this Agreement by GP and has approved the
Transaction.  Copies of said consent resolutions are attached hereto
as Schedule 2.9.

            


            2.10           Title and Related
Matters.  As of the date hereof and as of the Closing Date, GP
and Elevated Throne each has and shall have good and marketable title to all of
its properties, interest in properties, and assets, real and personal, (except
properties, interest in properties, and assets sold or otherwise disposed of in
the ordinary course of business), free and clear of all liens, pledges, charges,
or encumbrances except.

            


            2.11           Brokers.  GP
has not entered into any contract with any person, firm or other entity that
would obligate GP or Elevated Throne or ONE to pay any commission, brokerage or
finders’ fee in connection with the Transaction.

            


            2.12           Full Disclosure. There is no fact
actually known to GP that would reasonably be expected to materially and
adversely affect the ability of GP to perform its obligations pursuant to this
Agreement.

             

            


            ARTICLE
III

            REPRESENTATIONS, COVENANTS, AND WARRANTIES OF
ONE

            


            As an
inducement to, and to obtain the reliance of GP, ONE represents and warrants as
follows:

            


            3.1           Organization.  ONE
is a corporation duly organized, validly existing, and in good standing under
the laws of the State of Florida. A certified copy of the Articles of
Incorporation and bylaws of ONE are attached hereto as Schedule
3.1.  ONE has the power and is duly authorized, qualified, franchised,
and licensed under all applicable laws, regulations, ordinances, and orders of
public authorities to own all of its properties and assets and to carry on its
business in all material respects as it is now being conducted, including
qualification to do business as a foreign corporation in jurisdictions in which
the character and location of the assets owned by it or the nature of the
business transacted by it requires qualification.  The execution and
delivery of this Agreement does not, and the consummation of the Transactions in
accordance with the terms hereof will not, violate any provision of ONE’s
organizational documents.  ONE has taken all action required by laws,
its articles of incorporation, certificate of business registration, or
otherwise to authorize the execution and delivery of this Agreement. ONE has
full power, authority, and legal right and has taken or will take all action
required by law, its Certificate of Incorporation, and otherwise to consummate
the Transactions.  ONE shall receive a certificate of good standing
from the Secretary of State of the State of Florida, dated as of a date within
ten days prior to the Closing Date certifying that ONE is in good standing as a
corporation in the State of Florida.

            


            3.2           Information.  The
information concerning ONE set forth in this Agreement and the schedules hereto
is and will be complete and accurate in all material respects and does not
contain any untrue statement of a material fact or omit to state a material fact
required to make the statements made, in light of the circumstances under which
they were made, not misleading as of the date hereof and as of the Closing
Date.

            


            3.3           No Conflict With Other
Instruments.  The execution of this Agreement and the
consummation of the Transaction will not result in the breach of any term or
provision of, or constitute an event of default under, any material indenture,
mortgage, deed of trust, or other material contract, agreement, or instrument to
which ONE is a party or to which any of its properties or operations are
subject.

            


            
              
                
                

              

              
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            3.4           Compliance With Laws and
Regulations.  To the best of its knowledge, ONE has complied
with all applicable statutes and regulations of any Federal, state, or other
applicable governmental entity or agency thereof, except to the extent that
noncompliance would not materially and adversely affect the business,
operations, financial condition, or prospects of ONE or except to the extent
that noncompliance would not result in the incurrence of any material
liability.

             

            3.5           Approval of
Agreement.  The board of directors of ONE (the “ONE Board”) has authorized
the execution and delivery of this Agreement by ONE and has approved the
Transaction.  Copies of said consent resolutions are attached hereto
as Schedule 3.5.

            


            3.6           Brokers.  ONE
has not entered into any contract with any person, firm or other entity that
would obligate ONE or ONE to pay any commission, brokerage or finders’ fee in
connection with the Transaction.

            


            3.7           Full Disclosure. There is no fact
actually known to ONE that would reasonably be expected to materially and
adversely affect the ability of ONE to perform its obligations pursuant to this
Agreement.

            


            ARTICLE
IV

            INDEMNIFICATION

            


            4.1           Indemnification.

            


            (a)           GP
hereby agrees to indemnify ONE and each of its officers and directors from and
against any loss, liability, claim, damage, or expense (including, but not
limited to, any and all expense whatsoever reasonably incurred in investigating,
preparing, or defending against any litigation, commenced or threatened, or any
claim whatsoever), to which it or they may become subject arising out of or
based upon any breach by GP of any of its representations, warranties, or
covenants as set forth in this Agreement.

            


            (b)           ONE
hereby agrees to indemnify GP and each of its officers and directors from and
against any loss, liability, claim, damage, or expense (including, but not
limited to, any and all expense whatsoever reasonably incurred in investigating,
preparing, or defending against any litigation, commenced or threatened, or any
claim whatsoever), to which it or they may become subject arising out of or
based on breach by ONE of any of its representations, warranties, or covenants
as set forth in this Agreement.

            


            


            ARTICLE
V

            CONDITIONS
PRECEDENT TO OBLIGATIONS OF ONE

            


            The obligations of ONE under this
Agreement are subject to the satisfaction, at or before the Closing, of the
following conditions:

            


            5.1           Accuracy of Representations;
Performance.  The representations and warranties made by GP in
this Agreement were true when made and shall be true as of the Closing Date
(except for changes therein permitted by this Agreement) with the same force and
effect as if such representations and warranties were made at and as of the
Closing Date, and GP shall have performed and complied with all covenants and
conditions required by this Agreement to be performed or complied with by GP
prior to or at the Closing.

            


            
              
                
                

              

              
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            5.2           Officer’s
Certificate.  ONE shall have been furnished with a certificate
dated the Closing Date and signed by a duly authorized officer of GP confirming
that the conditions set forth in Section 5.1 have been satisfied.

            


            5.3           No Material Adverse
Change.  Prior to the Closing Date, there shall not have
occurred any material adverse change in the business, operations, financial
condition, or prospects of GP or Elevated Throne, nor shall any event have
occurred which, with the lapse of time or the giving of notice, may cause or
create any material adverse change in the business, operations, financial
condition, or prospects of GP or Elevated Throne.

            


            5.4           Good
Standing.  ONE shall have received a certificate of good
standing from the (i) Secretary of State of the State of Delaware, dated as of a
date within ten days prior to the Closing Date certifying that GP is in good
standing as a corporation in the State of Delaware and (ii) the appropriate
authority in the British Virgin Islands, dated as of a date within ten days
prior to the Closing Date certifying that Elevated Throne is in good standing as
a corporation in the British Virgin Islands.

            


            5.5           Other
Items.

            


            (a)           ONE
shall have received such further documents, certificates, or instruments
relating to the Transactions as ONE may reasonably request.

            


            (b)           ONE
shall have completed, and shall be satisfied with, in its sole discretion, its
due diligence review of GP.

            


            (c)           The
Transactions shall have been approved by the GP Board of Directors.

            


            (d)           Any
necessary third-party consents shall be obtained prior to Closing.

            


            


            ARTICLE
VI

            CONDITIONS
PRECEDENT TO OBLIGATIONS OF GP

            


            The
obligations of GP under this Agreement are subject to the satisfaction, at or
before the Closing, of the following conditions:

            


            6.1           Accuracy of Representations;
Performance.  The representations and warranties made by ONE in
this Agreement were true when made and shall be true as of the Closing Date
(except for changes therein permitted by this Agreement) with the same force and
effect as if such representations and warranties were made at and as of the
Closing Date, and ONE shall have performed and complied with all covenants and
conditions required by this Agreement to be performed or complied with by ONE
prior to or at the Closing.

            


            6.2           Officer’s
Certificate.  GP shall have been furnished with a certificate
dated the Closing Date and signed by a duly authorized officer of ONE confirming
that the conditions set forth in Section 6.1 have been satisfied.

            


            6.3           No Material Adverse
Change.  Prior to the Closing Date, there shall not have
occurred any material adverse change in the business, operations, financial
condition, or prospects of ONE nor shall any event have occurred which, with the
lapse of time or the giving of notice, may cause or create any material adverse
change in the business, operations, financial condition, or prospects of
ONE.

            


            
              
                
                

              

              
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            6.4           Good
Standing.  GP shall have received a certificate of good
standing from the Secretary of State of the State of Delaware, dated as of a
date within ten days prior to the Closing Date certifying that ONE is in good
standing as a corporation in the State of Delaware.

            


            6.5           Other
Items.

            


            (a)           GP
shall have received such further documents, certificates, or instruments
relating to the Transactions as GP may reasonably request

            


            (b)           GP
shall have completed, and shall be satisfied with, in its sole discretion, its
due diligence review of ONE.

            


            (b)           The
Transactions shall have been approved by ONE's Board of Directors.

            


            


            ARTICLE
VII

            TERMINATION

            


            7.1           Termination.  (a)    
This Agreement may be terminated by either the GP Board or the ONE Board at any
time prior to the Closing Date if: (i) there shall be any actual or threatened
action or proceeding before any court or any governmental body which shall seek
to restrain, prohibit, or invalidate the Transaction and which, in the judgment
of such Board of Directors, made in good faith and based on the advice of its
legal counsel, makes it inadvisable to proceed with the exchange contemplated by
this Agreement; or (ii) the Transaction is  disapproved by any
regulatory authority whose approval is required to consummate such Transactions
or in the judgment of such Board of Directors, made in good faith and based on
the advice of counsel, there is substantial likelihood that any such approval
will not be obtained or will be obtained only on a condition or conditions which
would be unduly burdensome, making it inadvisable to proceed with the exchange.
In the event of termination pursuant to this paragraph (a) of Section 7.1, no
obligation, right, or liability shall arise hereunder.

            


                   
(b)     This Agreement may be terminated at any time prior
to the Closing by action of the ONE Board if GP shall fail to comply in any
material respect with any of its covenants or agreements contained in this
Agreement or if any of the representations or warranties of GP contained herein
shall be inaccurate in any material respect, and, in either case if such failure
is reasonably subject to cure, it remains uncured for seven days after notice of
such failure is provided to GP. If this Agreement is terminated pursuant to this
paragraph (b) of Section 7.1, this Agreement shall be of no further force or
effect, and no obligation, right, or liability shall arise
hereunder.

            


                   
(c)     This Agreement may be terminated at any time prior
to the Closing by action of the GP Board if ONE shall fail to comply in any
material respect with any of its covenants or agreements contained in this
Agreement or if any of the representations or warranties of ONE contained herein
shall be inaccurate in any material respect, and, in either case if such failure
is reasonably subject to cure, it remains uncured for seven days after notice of
such failure is provided to ONE.  If this Agreement is terminated
pursuant to this paragraph (c) of Section 7.1, this Agreement shall be of no
further force or effect, and no obligation, right, or liability shall arise
hereunder.

             

            
              
                
                

              

              
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            ARTICLE
VIII

            MISCELLANEOUS

            


            8.1           Governing
Law.  This Agreement shall be governed by, enforced, and
construed under and in accordance with the laws of the State of Florida, without
regard to its choice of law principles.

            


            8.2           Notices.  Any
notices or other communications required or permitted hereunder shall be
sufficiently given if personally delivered to it or sent by registered mail or
certified mail, postage prepaid, or by prepaid telegram and any such notice or
communication shall be deemed to have been given as of the date so delivered,
mailed, or telegraphed.

            


            8.3           Expenses.  Except
as otherwise set forth herein, each Party shall bear its own costs and expenses
associated with the Transactions contemplated by this Agreement.

            


            8.4           Schedules;
Knowledge.  Each Party is presumed to have full knowledge of
all information set forth in the other Party’s schedules delivered pursuant to
this Agreement.

            


            8.5           Third Party
Beneficiaries.  This contract is solely between ONE and GP and,
except as specifically provided, no director, officer, stockholder, employee,
agent, independent contractor, or any other person or entity shall be deemed to
be a third party beneficiary of this Agreement.

            


            8.6           Entire
Agreement.  This Agreement represents the entire agreement
between the Parties relating to the Transaction. There are no other courses of
dealing, understandings, agreements, representations, or warranties, written or
oral, except as set forth herein.

            


            8.7           Survival.  The
representations and warranties of the respective Parties shall survive the
Closing Date and the consummation of the Transactions.

            


            8.8           Counterparts.  This Agreement may be executed in any number of
counterparts, each of which will be deemed to be an original and all of which
taken together will be deemed to constitute one and the same instrument,
notwithstanding that all parties are not signatory to the same
counterpart.  The exchange of copies of
this Agreement and of signature pages by electronic mail or facsimile
transmission shall constitute effective execution and delivery of this Agreement
as to the parties and may be used in lieu of the original Agreement for all
purposes.  Signatures of the parties transmitted by electronic mail or
facsimile shall be deemed to be their original signatures for all
purposes.

            


            8.9           Amendment or
Waiver.  Every right and remedy provided herein shall be
cumulative with every other right and remedy, whether conferred herein, at law,
or in equity, and may be enforced concurrently herewith, and no waiver by any
Party of the performance of any obligation by the other shall be construed as a
waiver of the same or any other default then, theretofore, or thereafter
occurring or existing. At any time prior to the Closing Date, this Agreement may
be amended by a writing signed by all Parties hereto, with respect to any of the
terms contained herein, and any term or condition of this Agreement may be
waived or the time for performance hereof may be extended by a writing signed by
the Party or Parties for whose benefit the provision is intended.

            


            8.10           Further
Assurances.  Each Party to this Agreement shall take all such
actions reasonably necessary to effectuate the terms and conditions of this
Agreement and the Transactions set forth herein.

            


            8.11           Assignment.  Subject
to any provisions herein to the contrary, this Agreement shall inure to the
benefit of and be binding upon the Parties hereto and their respective legal
representatives, successors and assigns; provided, however, that no Party may
assign this Agreement without the prior written consent of the other
Parties.

            


            
              
                
                

              

              
                Page 9 of
11

                
                  

                

              

              
                
                

              

               

            

            8.12           Severability.  In
the event any provision of this Agreement is held to be invalid, illegal or
unenforceable for any reason and in any respect, such invalidity, illegality, or
unenforceability shall in no event affect, prejudice or disturb the validity of
the remainder of this Agreement, which shall remain in full force and effect,
enforceable in accordance with its terms.

            


            [THE
EXECUTIONS ARE ON THE FOLLOWING SIGNATURE PAGE]

             

            [THE
REMAINDER OF THIS PAGE IS BLANK]

            
              


              
                
                  
                  

                

                
                  Page 10
of 11

                  
                    

                  

                

                
                  
                  

                

                 

              

            

            SIGNATURE
PAGE OF THAT CERTAIN OPTION AGREEMENT ENTERED INTO AS OF APRIL 14, 2010, BY AND
BETWEEN ONE BIO, CORP. AND

            GREEN
PLANET BIOENGINEERING CO., LTD.

            


            


            IN WITNESS WHEREOF, the
Parties hereto have caused this Agreement to be executed as of the date first
above-written.

            
               

              
                	 	ONE BIO, CORP.	 
	
                         

                      	
                        By:
      

                      	/s/ Marius
      Silvasan	 
	 	 	Marius
      Silvasan, CEO	 


              

               

               

              
                 

                
                  
                    	 	
                            GREEN
      PLANET BIOENGINEERING CO., LTD.

                          	 
	
                             

                          	
                            By:
      

                          	/s/ Min
      Zhao	 
	 	 	Min
      Zhao, CEO	 


                  

                   

                

                 



            

          

        

         

         

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