EXHIBIT 10.2

    

     

    STOCK OPTION
AGREEMENT

    


    THE
HOLDER OF THIS OPTION, BY ACCEPTANCE HEREOF, BOTH WITH RESPECT TO THE OPTION AND
COMMON STOCK ISSUABLE UPON EXERCISE OF THE OPTION, AGREES AND ACKNOWLEDGES THAT
THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER THE
SECURITIES LAWS OF ANY STATE.  THESE SECURITIES HAVE BEEN ACQUIRED FOR
INVESTMENT AND MAY NOT BE TRANSFERRED OR SOLD IN THE ABSENCE OF AN EFFECTIVE
REGISTRATION STATEMENT OR OTHER COMPLIANCE UNDER THE SECURITIES ACT OR THE LAWS
OF THE APPLICABLE STATE OR A “NO ACTION” OR INTERPRETIVE LETTER FROM THE
SECURITIES AND EXCHANGE COMMISSION OR AN OPINION OF COUNSEL REASONABLY
SATISFACTORY TO THE ISSUER, AND ITS COUNSEL, TO THE EFFECT THAT THE SALE OR
TRANSFER IS EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT AND SUCH STATE
STATUTES.

    


    THIS
STOCK OPTION AGREEMENT (the “Agreement”) is made and
entered into to be effective as of the 1st day of September, 2010 (the “Date of Grant”) pursuant to
the 2006 Stock Option and Incentive Plan (the “Plan”) of the
Company.

    


    BETWEEN:

    


    SINOBIOMED
INC., a company incorporated under the laws of the State of Delaware,
U.S.A., and having an executive office and an address for notice and delivery
located at SINOBIOMED INC. Room 4304, 43/F China Resources Building 26
Harbour Road, Wan Chai, Hong Kong

    


    (the
“Company”);

    


    OF THE FIRST
PART

    


    AND:

    


    GEORGE
YU, having an address for notice and delivery located at
[_______________________]

    


    (the
“Optionee”).

    


    OF THE SECOND
PART


    
      
         


      

      
        
        

        
          

           

        

      

      
         


      

      - 2
-

    


    WITNESSETH:

    


    WHEREAS,
the Board of Directors of the Company has determined that the Optionee should
receive an option to purchase shares of the Company’s common shares (the “Common Shares”) in order to
provide the Optionee with an opportunity for investment in the Company and
additional incentive to pursue the success of the Company, said option to be for
the number of Common Shares, at the price per Common Share and on the terms as
set forth in this Agreement and the Plan;

    


    AND
WHEREAS the Optionee desires to receive an option on the terms and
conditions set forth in this Agreement;

    


    NOW,
THEREFORE, the parties to this Agreement agree as follows:

    


    
      	
              1. 

            	
              Grant
      of Option.

            


    

    


    The Company hereby grants to the
Optionee, as a matter of separate agreement and not in lieu of salary or any
other compensation for service, the right and option (the “Option”) to purchase all or
any part of an aggregate of 5,000,000 Common Shares of the
authorized and unissued U.S. $0.001 par value Common Shares of the Company
(collectively, the “Option
Shares”) pursuant to the terms and conditions as set forth in this
Agreement.

    


    
      	
              2. 

            	
              Option
      Price.

            


    

    


    At any time when shares are to be
purchased pursuant to the Option, the purchase price for each Option Share shall
be U.S. $0.03 (the
“Option
Price”).

    


    
      	
              3. 

            	
              Option
      Period.

            


    

    


    The option period (“Option Period”) with respect
to the Option shall commence from the Date of Grant and shall terminate five years from the Date of
Grant, unless terminated earlier as provided in this Agreement.

    


    
      	
              4. 

            	
              Vesting
      of Option.

            


    

    


    It is
hereby acknowledged and agreed that the Option to acquire Option Shares during
the Option Period shall vest in the following manner:

     

    
      	
               
      

            	
              (a)

            	
              the
      Optionee’s right to purchase an aggregate of the Option Shares under the
      Option shall only vest in equal monthly proportions over a period of 24
      months from the Initial Vesting Date (this portion of the Option being
      herein the “Vesting
      Option”); with the first such proportion (that being five percent
      (4.16%) of the Option Shares) of the Vesting Option vesting on the 1st
      day of September 2010 and with the remaining monthly proportions of the
      Vesting Option vesting on the last day of each month thereafter for each
      of the ensuing 23 months there from;
and

            


    

     

    
      
         


      

      
        
        

        
          

           

        

      

      
         


      

      - 3
-

    


    
      	
               
      

            	
              (c)

            	
              in
      the event of any combination, disposal, merger or corporate restructuring
      of the Company or any of its subsidiaries with another entity, the
      remaining options granted will vest in full and the Optionee will be
      entitled to exercise these options to take effect, immediately prior to
      such a combination, disposal, merger or corporate
      restructuring.

            


    

     

    
      	
              5. 

            	
              Termination
      of Option.

            


    

    


    
      	  	
              (a) 

            	
              This
      Option shall terminate upon any of the following
  events:

            


    

    


    
      	
               
      

            	
              (i)

            	
              upon
      the earlier of the purchase of the last Optioned Share or upon the expiry
      of the Option Period;

            


    

    


    
      	
               
      

            	
              (ii)

            	
              at
      the sole discretion of the Board of Directors, within ninety (90) days
      after the resignation by the Optionee or termination for cause (other than
      fraud on the Company or public fraud in which case termination is
      immediate) or expiry, without renewal or replacement, of any collateral
      contract of service or of employment of the Optionee with the Company,
      unless waived or extended in writing, at the sole discretion of the Board
      of Directors or, absent a collateral agreement, in the event of any action
      or inaction of the Optionee which causes harm to the Company and which
      would be under an employment agreement reasonable grounds for
      dismissal;

            


    

    


    
      	
               
      

            	
              (iii)

            	
              upon
      requirement of any regulatory authority to which the Company is or may
      become subject;

            


    

    


    
      	
               
      

            	
              (iv)

            	
              upon
      any adjudged violation of securities law which would result in it becoming
      unlawful for the Optionee to own or exercise the
  Option;

            


    

    


    
      	
               
      

            	
              (v)

            	
              upon
      the occurrence of any of the following events the Option shall terminate
      at the sole discretion of the Company and be of no further force or effect
      whatsoever:

            


    

    


    
      	  	
              (A) 

            	
              the
      dissolution or liquidation of the
Company;

            


    

    


    
      	
               
      

            	
              (B)

            	
              the
      appointment of a receiver for all, or substantially all, of the Company’s
      assets or business; or

            


    

    


    
      	
               
      

            	
              (C)

            	
              the
      appointment of a trustee for the Company after a petition has been filed
      for the Company’s reorganization or bankruptcy under applicable
      statutes.

            


    

    


    
      	
               
      

            	
              (b)

            	
              In
      the event that any collateral contract of service or of employment of the
      Optionee is terminated or ceases to be able to be performed without
      material cause of the Optionee, this Option shall terminate within one
      hundred and eighty (180) days of notice by the Company to the Optionee of
      such event and the Optionee shall have such period to exercise the
      remaining portion of the Option, in whole or in part, at the prevailing
      Option Price.

            


    

     

    
      
         


      

      
        
        

        
          

           

        

      

      
         


      

      - 4
-

    


    
      	
              6. 

            	
              Exercise
      of Option.

            


    

    


    
      	
               
      

            	
              (a)

            	
              The
      Option may be exercised by delivering to the
  Company:

            


    

    


    
      	
               
      

            	
              (i)

            	
              a
      Notice and Agreement of Exercise of Option (the “Notice and Agreement of
      Exercise of Option”), substantially in the form attached hereto as
      Schedule “A”, specifying the number of Option Shares with respect to which
      the Option is exercised; and

            


    

    


    
      	
               
      

            	
              (ii)

            	
              payment
      of the Option Price for such Option Share, in accordance with the methods
      provided by the Plan or in accordance with the method approved by the
      board of the Company.

            


    

    


    
      	
               
      

            	
              (b)

            	
              Promptly
      upon receipt of the Notice and Agreement of Exercise of Option and the
      appropriate payment of the Option Price by the Optionee the Company shall
      deliver to the Optionee a properly executed certificate or certificates
      representing the Option Shares
purchased.

            


    

    


    
      	
              7. 

            	
              Securities
      laws requirements.

            


    

    


    No Option Shares shall be issued unless
and until, in the opinion of the Company, any applicable registration
requirements of the United States Securities Act of 1933, as
amended (the “Securities
Act”), any applicable listing requirements of any securities exchange on
which stock of the same class has been listed, and any other requirements of law
or any regulatory bodies having jurisdiction over such issuance and delivery
have been fully complied with.  Pursuant to the terms of the Notice
and Agreement of Exercise of Option that shall be delivered to the Company upon
each exercise of the Option, the Optionee, and the Optionee’s designate if
applicable, shall acknowledge, represent, warrant and agree as
follows:

    


    
      	
               
      

            	
              (a)

            	
              all
      Option Shares shall be acquired solely for the account of the Optionee, or
      for the account of the Optionee’s designate if applicable, for investment
      purposes only and with no view to their resale or other distribution of
      any kind;

            


    

    


    
      	
               
      

            	
              (b)

            	
              no
      Option Shares shall be sold or otherwise distributed in violation of the
      Securities Act or any other applicable federal or state securities
      laws;

            


    

    


    
      	
               
      

            	
              (c)

            	
              if
      the Optionee, or the Optionee’s designate if applicable, is subject to
      reporting requirements under the United States Securities Exchange Act of
      1934, as amended (the “Exchange Act”), the
      Optionee, or the Optionee’s designate if applicable,
  shall:

            


    

    


    
      	
               
      

            	
              (i)

            	
              be
      aware that the grant of the Option to purchase Option Shares is an event
      that may require reporting under the Exchange
  Act;

            


    

    


    
      	
               
      

            	
              (ii)

            	
              be
      aware that any sale by him or his immediate family of the Company’s Common
      Shares or of any of the Option Shares within six months before or after
      any grant or exercise of the Option may create liability for him under the
      Exchange Act;

            


    

    


    
      	
               
      

            	
              (iii)

            	
              consult
      with his counsel regarding the application of any provisions of the
      Exchange Act prior to any exercise of the Option, and prior to any sale of
      the Company’s Common Shares or the Option Shares within six months after
      any grant or exercise of the
Option;

            


    

     

    
      
         


      

      
        
        

        
          

           

        

      

      
         


      

      - 5
-

    


    
      	
               
      

            	
              (iv)

            	
              if
      the Company is required to report, assist the Company with the filing of
      the applicable forms with the Securities and Exchange Commission;
      and

            


    

    


    
      	
               
      

            	
              (v)

            	
              timely
      file all reports required under the federal securities
    laws;

            


    

    


    
      	
               
      

            	
              (d)

            	
              if
      required by the Company upon any exercise, the Optionee, or the Optionee’s
      designate if applicable, shall report all sales of Option Shares to the
      Company in writing on a form prescribed by the Company;
  and

            


    

    


    
      	
               
      

            	
              (e)

            	
              if
      any of the Option Shares are being acquired solely for the account of the
      Optionee’s designate, each of the Optionee and the Optionee’s designate is
      either a consultant or advisor to the Company, the Optionee is under
      privity of contract or arrangement with the Company and each of the
      Optionee and the Optionee’s designate, in such capacity, has rendered
      bona fide
      services to the Company which include, but are not limited to, financial
      consulting, legal, administrative, managerial and/or other services which
      are not directly in pursuit of a market making or capital raising nature.
      Neither the Optionee nor the Optionee’s designate rendered or renders
      services, directly or indirectly, in consideration of this Option to
      promote or maintain a market for the Company’s securities and,
      furthermore, no such services were rendered or are being rendered in
      connection with the offer or sale of securities in a capital-raising
      transaction on behalf of the Company; failing any of which any Option
      Shares acquired hereunder may not be or may not have been registerable
      under the Securities Act and may not be sold unless they are sold pursuant
      to an exemption from registration under the Securities
  Act.

            


    

    


    The
foregoing restrictions or notice thereof may be placed on the certificates
representing the Option Shares purchased pursuant to the Option and the Company
may refuse to issue the certificates or to transfer the shares on its books
unless it is satisfied that no violation of such restrictions will
occur.

    


    
      	
              8. 

            	
              Transferability
      of Option.

            


    

    


    The Option shall not be transferable
except by will or the laws of descent and distribution, pursuant to court orders
arising from family relations applications or by beneficial transfer to
designees providing services to the Company on behalf of the Optionee where
permitted by law or by prior approval of the board.  Except with prior
notice accepted by the board, the Option is exercisable only by the Optionee,
however, and in accordance with the provisions hereof, any Option Shares being
acquired hereunder may, at the prior direction of the Optionee, be acquired by
the Optionee’s designate providing services to the Company on behalf of the
Optionee.

     

    
      
         


      

      
        
        

        
          

           

        

      

      
         


      

      - 6
-

    


    
      	
              9. 

            	
              Adjustment
      by stock split, stock dividend, merger,
  etc.

            


    

    


    If at any time the Company increases or
decreases the number of its outstanding shares of Common Shares, or changes in
any way the rights and privileges of such Common Shares, by means of the payment
of a stock dividend or the making of any other distribution on such shares
payable in its Common Shares, or through a stock split or subdivision of shares,
or a consolidation or combination of shares, or through a reclassification or
recapitalization involving its Common Shares or by merger, amalgamation
arrangement, stock swap or other arrangement, the numbers, rights, privileges,
designation or classification of the shares of Common Shares, or the replaced
shares of the new resultant corporation, included in the new Option shall be
increased, decreased or changed in like manner as if such Option Shares had been
issued and outstanding, fully paid and non-assessable at the time of such
occurrence.

    


    
      	
              10. 

            	
              Common
      Shares to be received upon
exercise.

            


    

    


    The Optionee understands that the
Company is under no obligation to register the Option Shares under the
Securities Act, and that, in the absence of any such registration, the Option
Shares cannot be sold unless they are sold pursuant to an exemption from
registration under the Securities Act.  However, the Company may at
its sole discretion file and pay the costs of registration under Form S-8 or
equivalent and available filing.  If the Company does not file a
registration under Form S-8, whether at the discretion of the Company or such
registration is not available, the Company shall assist the Optionee in
complying with any exemption from such registration requirement, including
supplying the Optionee with any information necessary to permit routine sales of
the Option Shares under Rule 144 of the United States Securities and Exchange
Commission (the “Rule”).  The
Optionee understands that, with respect to the Rule, routine sales of securities
made in reliance upon such Rule only can be made in limited amounts in
accordance with the terms and condition of the Rule and that in cases in which
the Rule is inapplicable compliance with either Regulation A or another
disclosure exemption under the Securities Act will be required.

    


    The Optionee understands that the
Option Shares have not been registered under the Securities Act and that they
will be issued in reliance upon an exemption which is available only if
Optionee, or the Optionee’s designate if applicable, acquires such shares for
investment and not with a view to distribution.  The Optionee is
familiar with the phrase “acquired for investment and not with a view to
distribution” as it relates to the Securities Act and the special meaning given
to such term in various releases of the Securities and Exchange
Commission.

    


    
      	
              12. 

            	
              Privilege
      of ownership.

            


    

    


    The Optionee and the Optionee’s
designate shall not have any of the rights of a shareholder with respect to the
Option Shares until Option Shares are issued upon exercise.

    


    
      	
              13. 

            	
              Notices.

            


    

    


    Any notices required or permitted to be
given under this Agreement shall be in writing and delivered electronically, by
delivery, or mail at the addresses first herein set forth.  If notices
are mailed they shall be deemed, absent postal disruption, to be received the
fifth business day after mailing.  Any party may change its address
for purposes of this paragraph by giving the other party written notice of the
new address.

    


    
      	
              14. 

            	
              General
      provisions.

            


    

    


    
      	
               
      

            	
              (a)

            	
              Amendments.  This
      Agreement may not be amended nor may any rights hereunder be waived except
      by an instrument in writing signed by the party sought to be charged with
      such amendment or waiver.

            


    

     

    
      
         


      

      
        
        

        
          

           

        

      

      
         


      

      - 7
-

    


    
      	
               
      

            	
              (b)

            	
              Proper
      law.  This Agreement shall be construed in accordance
      with, and governed by, the laws of the State of Delaware,
      U.S.A.

            


    

    


    
      	  	
              (c) 

            	
              Time
      of the essence.  Time shall be of the essence of this
      Agreement.

            


    

    


    
      	
               
      

            	
              (d)

            	
              Gender.  All
      pronouns contained herein and any variations thereof shall be deemed to
      refer to the masculine, feminine or neuter, singular or plural as the
      identity of the parties hereto may
require.

            


    

    


    
      	
               
      

            	
              (e)

            	
              Entire
      agreement.  The provisions contained herein constitute
      the entire agreement between the parties hereto and supersede all previous
      understandings and agreements with respect to the granting of the within
      Option.

            


    

    


    [THE
REST OF THIS PAGE IS INTENTIONALLY LEFT BLANK]


    
      
         


      

      
        
        

        
          

           

        

      

      
         


      

      - 8
-

    


    
      	
               
      

            	
              (f)

            	
              Enurement.  This
      Agreement shall enure to the benefit of and bind the parties hereto and
      shall, to the extent hereinbefore provided, enure to the parties’
      respective heirs, executors, successors, administrators and
      assigns.

            


    

    


    IN
WITNESS WHEREOF,
the parties hereto have executed this Agreement to be effective as of the
day and year first above written.

    


    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            	
                                    The
      CORPORATE SEAL of

                                  	
                                    )

                                  	 
      	 
      
	
                                    SINOBIOMED
      INC., the Company

                                  	
                                    )

                                  	 
      	 
      
	
                                    herein,
      was hereunto affixed by:

                                  	
                                    )

                                  	 
      	 
      
	 
      	
                                    )

                                  	 
      	
                                    (C/S)

                                  
	 
      	
                                    )

                                  	 
      	 
      
	 
      	
                                    )

                                  	 
      	 
      
	
                                    Authorized
      Signatory

                                  	
                                    )

                                  	 
      	 
      
	 
      	
                                    )

                                  	 
      	 
      
	 
      	
                                    )

                                  	 
      	 
      
	
                                    (print
      name and title)

                                  	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	
                                    SIGNED
      and DELIVERED by

                                  	
                                    )

                                  	 
      	 
      
	
                                    GEORGE YU

                                  	
                                    )

                                  	 
      	 
      
	
                                    the
      Optionee herein, in the presence of:

                                  	
                                    )

                                  	 
      	 
      
	 
      	
                                    )

                                  	 
      	 
      
	 
      	
                                    )

                                  	 
      	 
      
	
                                    Witness
      Signature

                                  	
                                    )

                                  	 
      	 
      
	 
      	
                                    )

                                  	 
      	
                                    GEORGE
      YU

                                  
	 
      	
                                    )

                                  	 
      	 
      
	
                                    Witness
      Address

                                  	
                                    )

                                  	 
      	 
      
	 
      	
                                    )

                                  	 
      	 
      
	 
      	
                                    )

                                  	 
      	 
      
	
                                    Witness
      Name and Occupation

                                  	
                                    )

                                  	 
      	 
      


                          

                        

                      

                    

                  

                

              

            

          

        

      

    

    


    
      
        

      

    


    
      
         


      

      
        
        

        
          

           

        

      

      
         


      

      - 9
-

    


    SCHEDULE
“A”

     

    TO SINOBIOMED
INC.

    


    NOTICE AND AGREEMENT OF
EXERCISE OF OPTION

    


    The Optionee hereby exercises its
Sinobiomed Inc. Option dated September 1st, 2010 as to _____________ shares of
Sinobiomed Inc. Common Shares (each an “Option Share”).

    


    The
Optionee is making payment in accordance with the provisions of the Plan or the
permission of the board as follows:

     

    
      	 
      
	 
      
	 
      


    

    


    The Optionee, and the Optionee’s
designate if applicable, understands that no Option Shares will be issued unless
and until, in the opinion of Sinobiomed Inc. (the “Company”), any applicable
registration requirements of the Securities Act of 1933, as
amended (the “Securities
Act”) and any other requirements of law or any regulatory bodies having
jurisdiction over such issuance and delivery, shall have been fully complied
with.  The Optionee, and the Optionee’s designate if applicable,
hereby acknowledges, represents, warrants and agrees that the warranties and
representations as to investment intent and other provisions of the Option
Agreement continue to pertain to the Optionee and the Optionee continues to
comply with the same.

    


    The
Optionee, and the Optionee’s designate if applicable, will assist the Company in
the filing of and will timely file all reports that the Optionee, or the
Optionee’s designate if applicable, may be required to file under the federal
securities laws. The Optionee, and the Optionee’s designate if applicable,
agrees that the Company may, without liability for its good faith actions, place
legend restrictions upon the Option Shares and issue “stop transfer”
instructions requiring compliance with applicable securities laws or the terms
of the Optionee’s stock Option.

    


    If any of
the Option Shares are being acquired solely for the account of the Optionee’s
designate, each of the Optionee and the Optionee’s designate is either a
consultant or advisor to the Company, the Optionee is under privity of contract
or arrangement with the Company and each of the Optionee and the Optionee’s
designate, in such capacity, has rendered bona fide services to or for
the benefit of the Company in compliance with the Option
Agreement.


    
      
         


      

      
        
        

        
          

           

        

      

      
         


      

      - 10
-

    

    


    The number of Option Shares specified
above are to be issued in the following registration manner as directed by the
Optionee and, if applicable, to the Optionee’s designate as set forth
hereinbelow:

    


    Registration respecting the
Optionee (must be completed by the Optionee):

    


    
      
        
          	 
      	 
      	 
      
	
                  (Print
      Optionee’s name)

                	 
      	
                  (Optionee’s
      signature)

                
	 
      	 
      	 
      
	 
      	 
      	 
      
	
                  (Optionee
      - Print name of spouse

                	 
      	
                  (Address
      for Optionee)

                
	
                  if
      you wish joint registration)

                	 
      	 
      
	 
      	 
      	 
      


        

      

    

    


    Registration respecting the
Optionee’s designate (complete if applicable only):

    


    
      
        	 
      	 
      	 
      
	
                  (Print
      Optionee’s designate’s name)

              	 
      	
                  (Optionee’s
      designate’s signature)

              
	 
      	 
      	 
      
	 
      	 
      	 
      
	
                (Optionee’s
      designate - Print name of

              	 
      	
                Address
      for Optionee’s designate)

              
	
                 spouse
      if you wish joint registration)