AMENDMENT
        NO. 1 

       

      SHARE
        EXCHANGE AGREEMENT

       

      Amendment
        No. 1, dated November 11, 2008 (“Amendment “), to the Share Exchange Agreement
        by and among Elevated Throne Overseas Ltd., a British Virgin Islands company
        (“Elevated Throne”), Green Planet Bioengineering Co. Ltd. a Delaware Corporation
        (“Green Planet”), and all of the Shareholders of Elevated Throne, whose names
        are set forth on the signature page to this Amendment (the “Shareholders”),
        dated October 24, 2008 (the “Original Agreement”). Capitalized terms used but
        not defined herein have the meanings given to them in the Original Agreement.
        

       

      WHEREAS,
        Elevated Throne, Green Planet, and the Shareholders entered into the Original
        Exchange Agreement on October 24, 2008; 

       

      WHEREAS,
        the closing of the Original Agreement occurred on October 24, 2008;


       

      WHEREAS,
        the parties to the Original Agreement agree to amend the Original Agreement
        to
        provide a schedule to Section 2.2 of the Share Exchange Agreement;

       

      NOW
        THEREFORE, in consideration of the mutual covenants and promises herein
        contained and upon the terms and conditions hereinafter set forth, the parties
        hereto intending to be legally bound, agree as follows: 

       

      SECTION
        1
        AMENDMENTS 

       

      Section
        1.1
        Amendment to Section 2.2 of the Original Agreement.
        Section
        2.2 of the Original Agreement is hereby amended and restated as follows:
        

       

      Section
        2.2 Capitalization
        of Green Planet.
        The
        authorized capital stock of Green Planet consists of (a) 250,000,000 shares
        of
        Common Stock, par value $0.001 per share, of which 1,000,000 shares are issued
        and outstanding, all of which are duly authorized, validly issued and fully
        paid
        and the detailed shareholdings of which are more particularly set out in
        Schedule 2.2; and (b) 10,000,000 shares of Preferred Stock, $0.001 par value,
        of
        which no shares are issued or outstanding. The parties agree that they have
        been
        informed of the issuances of these Green Planet Shares, and that all such
        issuances of Green Planet Shares pursuant to this Agreement will be in
        accordance with the provisions of this Agreement. All of the Green Planet
        Shares
        to be issued pursuant to this Agreement have been duly authorized and will
        be
        validly issued, fully paid and non-assessable and no personal liability will
        attach to the ownership thereof and in each instance, have been issued in
        accordance with the registration requirements of applicable securities laws.
        As
        of the date of this Agreement there are and as of the Closing Date, there
        will
        be, no outstanding options, warrants, agreements, commitments, conversion
        rights, preemptive rights or other rights to subscribe for, purchase or
        otherwise acquire any shares of capital stock or any un-issued or treasury
        shares of capital stock of Green Planet.


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      SECTION
        2
        MISCELLANEOUS 

       

      Section
        2.1 Prior
        Agreements.
        This
        Amendment shall completely and fully supersede all other and prior agreements
        and correspondence (both written and oral) by and between the parties to
        the
        Original Agreement concerning the subject matter of this Amendment. Except
        as
        expressly amended hereby, the Original Agreement shall remain in full force
        and
        effect. 

       

      Section
        2.2 Amendments.
        This
        Amendment may not be amended, waived, modified, supplemented or terminated
        in
        any manner whatsoever except by a written instrument signed by the parties
        to
        the Original Agreement. 

       

      Section
        2.3 Binding
        on Successors.
        This
        Amendment shall be binding upon and inure to the benefit of the parties hereto
        and their respective successors and permitted assigns.

       

      Section
        2.4 Governing
        Law.
        This
        Agreement shall be governed by and interpreted and enforced in accordance
        with
        the laws of the State of New York without giving effect to the choice of
        law
        provisions thereof.

       

      [SIGNATUE
        PAGE FOLLOWS]


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      ELEVATED
        THRONE OVERSEAS LTD. 

       

       

      
        	
                By:
                  

              	
                                             
                   /s/ Min Zhao

              
	 	
                (Mr.
                  Zhao)

              
	 	
                (CEO)

              
	 	 
	 	 
	
                GREEN
                  PLANET CO. LTD. 

              
	 	 
	 	 
	
                By:
                  

              	
                                             
                   /s/ Cris
                  Neely

              
	 	
                (Mr.
                  Cris Neely)

              
	 	
                (Director)

              


      

       

       

      SHAREHOLDERS
        OF ELEVATED THRONE 

      


       

      
        	
                /s/
                  Min Zhao

              
	
                Mr.
                  Min Zhao

              
	 
	 
	
                /s/
                  Min Yan Zheng

              
	
                Ms.
                  Min Yan Zheng

              


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      SCHEDULE
        2.2 to the Share Exchange Agreement

       

      The
        capitalization of Green Planet also includes the following:

       

      
        
          	
                  Abacus
                    Investments, Corp.

                	
                  5,000,000
                    warrants @ strike of $.10 per share 

                	 	
                  The
                    number of shares issuable under the warrants is subject to adjustment
                    upon
                    certain events.

                
	 	
                  5,000,000
                    warrants @ strike of $.25 per share

                	 	 
	 	
                  5,000,000
                    warrants @ strike of $.50 per share 

                   

                  5,000,000
                    warrants @ strike of $1.00 per share

                   

                	 	
                  The
                    foregoing notwithstanding, the Company and said consultant agreed
                    that in
                    no event shall the consultant be entitled to exercise these warrants
                    for a
                    number of warrant shares in excess of that number of warrant
                    shares which,
                    upon giving effect to such exercise, would cause the aggregate
                    number of
                    shares of common stock beneficially owned by consultant and its
                    affiliates
                    to exceed 4.99% of the outstanding shares of the common stock
                    following
                    such exercise, except within sixty (60) days prior to the expiration
                    of
                    each warrant (however, such restriction may be waived by consultant
                    (but
                    only as to itself and not to any other holder) upon not less
                    than 5 days
                    prior notice to the Company).

                
	 	 	 	 
	
                  Michael
                    Karpheden

                	
                  1,561,826
                    warrants @ strike of $0.001 per share

                	 	
                  The
                    number of shares issuable under the warrants is subject to adjustment
                    upon
                    certain events.

                


        


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

         

        
          	
                  Marius
                    Silvasan

                	
                  1,561,826
                    warrants @ strike of $0.001 per share

                	 	
                  The
                    number of shares issuable under the warrants is subject to adjustment
                    upon
                    certain events.

                
	 	 	 	 
	
                  Jeanne
                    Chan

                	
                  480,942
                    warrants @ strike of $0.001 per share

                	 	
                  The
                    number of shares issuable under the warrants is subject to adjustment
                    upon
                    certain events.

                
	 	 	 	 
	
                  Jerold
                    N. Siegan

                	
                  347,073
                    warrants @ strike of $0.001 per share

                	 	
                  The
                    number of shares issuable under the warrants is subject to adjustment
                    upon
                    certain events.

                
	 	 	 	 
	
                  Thomas
                    Chan

                	
                  250,000
                    warrants @ strike of $0.001 per share

                	 	 
	
                  Jason
                    Liu

                	
                  250,000
                    warrants @ strike of $0.001 per share

                	 	 
	
                  William
                    Crawford

                	
                  266,667
                    warrants @ strike of $0.001 per share

                	 	 


        

        


        The
          warrants all contain customary anti-dilution provisions.

        


        The
          Company has also granted to said consultant the right to convert any portion
          of
          a $1,000,000 consulting fee payable to said consultant into shares of the
          Company’s common stock (at a conversion price based upon the market price for
          the Company’s common stock). 

         

        Additionally,
          the Company has issued 935,000 shares of its common stock; and Mondo Management
          Corp. owns 65,000 shares of the Company’s common stock.