GREEN
PLANET BIOENGINEERING CO., LTD.

    2009
INCENTIVE STOCK PLAN

    


    This Green Planet Bioengineering Co.,
Ltd. 2009 Incentive Stock Plan (the "Plan") is designed to retain
directors, executives and selected employees and consultants and reward them for
making contributions to the success of the Company. These objectives are
accomplished by making long-term incentive awards under the Plan thereby
providing Participants with a proprietary interest in the growth and performance
of the Company.

     

    
      	
              1.

            	
              Definitions.

            


    

     

    
      	
               
      

            	
              (a)

            	
              “Board”
      -  The Board of Directors of the
  Company.

            


    

     

    
      	
               
      

            	
              (b)

            	
              “Change in
      Control" - Means, and shall be deemed to have occurred upon the
      occurrence of, any one of the following
events:

            


    

     

    
      	
               
      

            	
              (i)

            	
              The
      acquisition in one transaction by any individual, entity or group (within
      the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act) (a
      "Person") of beneficial ownership (within the meaning of Rule l3d3
      promulgated under the Exchange Act) of shares or other securities (as
      defined in Section 3(a)(10) of the Exchange Act) representing 51% or more
      of outstanding Stock of the Company; provided, however, that a Change in
      Control as defined in this clause (1) shall not be deemed to occur in
      connection with any acquisition by the Company, an employee benefit plan
      of the Company or any Person who immediately prior to the effective date
      of this Plan is a holder of Stock (a "Current Stockholder") so long as
      such acquisition does not result in any Person other than the Company,
      such employee benefit plan or such Current Stockholder beneficially owning
      shares or securities representing 51% or more of the outstanding Stock;
      or

            


    

     

    
      	
               
      

            	
              (ii)

            	
              Any
      election has occurred of persons as directors of the Company that causes
      two-thirds or more of the Board to consist of persons other than (i)
      persons who, were members of the Board on the effective date of this Plan
      and (ii) persons who were nominated by the Board for election as members
      of the Board at a time when at least two-thirds of the Board consisted of
      persons who were members of the Board on the effective date of this Plan;
      provided, however, that any person nominated for election by the Board
      when at least two-thirds of the members of the Board are persons described
      in subclause (i) or (ii) and persons who were themselves previously
      nominated in accordance with this clause (2) shall, for this purpose, be
      deemed to have been nominated by a Board composed of persons described in
      subclause (ii); or

            


    


    
      
         


      

      
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              (iii)

            	
              Approval
      by the stockholders of the Company of a reorganization, merger,
      consolidation or similar transaction (a "Reorganization Transaction"), in
      each case, unless, immediately following such Reorganization Transaction,
      more than 50% of, respectively, the outstanding shares of common stock (or
      similar equity security) of the corporation or other entity resulting from
      or surviving such Reorganization Transaction and the combined voting power
      of the securities of such corporation or other entity entitled to vote
      generally in the election of directors, is then beneficially owned,
      directly or indirectly, by the individuals and entities who were the
      respective beneficial owners of the outstanding Stock immediately prior to
      such Reorganization Transaction in substantially the same proportions as
      their ownership of the outstanding Stock immediately prior to such
      Reorganization Transaction; or

            


    

    


     

    
      	
               
      

            	
              (iv)

            	
              Approval
      by the stockholders of the Company of (i) a complete liquidation or
      dissolution of the Company or (ii) the sale or other disposition of all or
      substantially all of the assets of the Company to a corporation or other
      entity, unless, with respect to such corporation or other entity,
      immediately following such sale or other disposition more than 50% of,
      respectively, the outstanding shares of common stock (or similar equity
      security) of such corporation or other entity and the combined voting
      power of the securities of such corporation or other entity entitled to
      vote generally in the election of directors, is then beneficially owned,
      directly or indirectly, by the individuals and entities who were the
      respective beneficial owners of the outstanding Stock immediately prior to
      such sale or disposition in substantially the same proportions as their
      ownership of the outstanding Stock immediately prior to such sale or
      disposition.

            


    

     

    
      	
               
      

            	
              (c)

            	
              "Code" - The
      Internal Revenue Code of 1986, as amended from time to
    time.

            


    

     

    
      	
               
      

            	
              (d)

            	
              "Committee" -
      The Compensation Committee of the Company's Board, or such other committee
      of the Board that is designated by the Board to administer the Plan,
      composed of not less than two members of the Board who are disinterested
      persons, as contemplated by Rule 16b-3 ("Rule 16b-3") promulgated
      under the Securities Exchange Act of 1934, as amended (the "Exchange
      Act").

            


    

     

    
      	
               
      

            	
              (e)

            	
              "Company" –
      Green Planet Bioengineering Co., Ltd. and its subsidiaries including
      subsidiaries of subsidiaries.

            


    

     

    
      	
               
      

            	
              (f)

            	
              "Exchange Act"
      - The Securities Exchange Act of 1934, as amended from time to
      time.

            


    

     

    
      	
               
      

            	
              (g)

            	
              "Fair Market
      Value" - The fair market value of the Company's issued and
      outstanding Stock as determined in good faith by the Board or
      Committee.

            


    

     

    
      	
               
      

            	
              (h)

            	
              "Grant" - The
      grant of any form of stock option, stock award, or stock purchase offer,
      whether granted singly, in combination, or in tandem, to a Participant
      pursuant to such terms, conditions and limitations as the Committee may
      establish in order to fulfill the objectives of the
  Plan.

            


    


    
      
         


      

      
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              (i)

            	
              "Grant
      Agreement" - An agreement between the Company and a Participant
      that sets forth the terms, conditions and limitations applicable to a
      Grant.

            


    

     

    
      	
               
      

            	
              (j)

            	
              "Option" -
      Either an Incentive Stock Option, in accordance with Section 422 of Code,
      or a Nonstatutory Option, to purchase the Company's Stock that may be
      awarded to a Participant under the Plan. A Participant who receives an
      award of an Option shall be referred to as an
  "Optionee."

            


    

     

    
      	
               
      

            	
              (k)

            	
              "Participant" -
      A director, officer, employee or consultant of the Company to whom an
      Award has been made under the Plan.

            


    

     

    
      	
               
      

            	
              (l)

            	
              "Restricted Stock
      Purchase Offer" - A Grant of the right to purchase a specified
      number of shares of Stock pursuant to a written agreement issued under the
      Plan.

            


    

     

    
      	
               
      

            	
              (m)

            	
              "Securities
      Act" - The Securities Act of 1933, as amended from time to
      time.

            


    

     

    
      	
               
      

            	
              (n)

            	
              "Stock" -
      Authorized and issued or unissued shares of common stock of the
      Company.

            


    

     

    
      	
               
      

            	
              (o)

            	
              "Stock Award" -
      A Grant made under the Plan in stock or denominated in units of stock for
      which the Participant is not obligated to pay additional
      consideration.

            


    

     

    
      	
              2.

            	
              Administration.
      The Plan shall be administered by the Board, provided however, that the
      Board may delegate such administration to the Committee. Subject to the
      provisions of the Plan, the Board and/or the Committee shall have
      authority to (a) grant, in its discretion, Incentive Stock Options in
      accordance with Section 422 of the Code, or Nonstatutory Options, Stock
      Awards or Restricted Stock Purchase Offers; (b) determine in good faith
      the fair market value of the Stock covered by any Grant; (c) determine
      which eligible persons shall receive Grants and the number of shares,
      restrictions, terms and conditions to be included in such Grants; (d)
      construe and interpret the Plan; (e) promulgate, amend and rescind rules
      and regulations relating to its administration, and correct defects,
      omissions and inconsistencies in the Plan or any Grant; (f) consistent
      with the Plan and with the consent of the Participant, as appropriate,
      amend any outstanding Grant or amend the exercise date or dates thereof;
      (g) determine the duration and purpose of leaves of absence which may be
      granted to Participants without constituting termination of their
      employment for the purpose of the Plan or any Grant; and (h) make all
      other determinations necessary or advisable for the Plan's administration.
      The interpretation and construction by the Board of any provisions of the
      Plan or selection of Participants shall be conclusive and final. No member
      of the Board or the Committee shall be liable for any action or
      determination made in good faith with respect to the Plan or any Grant
      made thereunder.  The Board shall have the power to add or
      remove members of the Committee, from time to time, and to
      fill  vacancies thereon arising by resignation, death, removal,
      or otherwise. Meetings shall be held at such times and places as shall be
      determined by the Committee. A majority of the members of the Committee
      shall constitute a quorum for the transaction of business, and the vote of
      a majority of those members present at any meeting shall decide any
      question brought before that
meeting.

            


    


    
      
         


      

      
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              3.

            	
              Eligibility.

            


    

     

    
      	
               
      

            	
              (a)

            	
              General: The
      persons who shall be eligible to receive Grants shall be directors,
      officers, employees or consultants to the Company. The term consultant
      shall mean any person, other than an employee, who is engaged by the
      Company to render services and is compensated for such services. An
      Optionee may hold more than one Option. Any issuance of a Grant to an
      officer or director of the Company subsequent to the first registration of
      any of the securities of the Company under the Exchange Act shall comply
      with the requirements of Rule
16b-3.

            


    

     

    
      	
               
      

            	
              (b)

            	
              Incentive Stock
      Options: Incentive Stock Options may only be issued to employees of the
      Company. Incentive Stock Options may be granted to officers or directors,
      provided they are also employees of the Company. Payment of a director's
      fee shall not be sufficient to constitute employment by the
      Company.

            


    

     

    The
Company shall not grant an Incentive Stock Option under the Plan to any employee
if such Grant would result in such employee holding the right to exercise for
the first time in any one calendar year, under all Incentive Stock Options
granted under the Plan or any other plan maintained by the Company, with respect
to shares of Stock having an aggregate fair market value, determined as of the
date the Option is granted, in excess of $100,000. Should it be determined that
an Incentive Stock Option granted under the Plan exceeds such maximum for any
reason other than a failure in good faith to value the Stock subject to such
option, the excess portion of such option shall be considered a Nonstatutory
Option. To the extent the employee holds two (2) or more such Options which
become exercisable for the first time in the same calendar year, the foregoing
limitation on the exercisability of such Option as Incentive Stock Options under
the Federal tax laws shall be applied on the basis of the order in which such
Options are granted. If, for any reason, an entire Option does not qualify as an
Incentive Stock Option by reason of exceeding such maximum, such Option shall be
considered a Nonstatutory Option.

     

    
      	
               
      

            	
              (c)

            	
              Nonstatutory
      Option: The provisions of the foregoing Section 3(b) shall not apply to
      any Option designated as a "Nonstatutory Option" or
      which sets forth the intention of the parties that the Option be a
      Nonstatutory Option.

            


    

     

    
      	
               
      

            	
              (d)

            	
              Stock Awards and
      Restricted Stock Purchase Offers: The provisions of this Section 3
      shall not apply to any Stock Award or Restricted Stock Purchase Offer
      under the Plan.

            


    


    
      
         


      

      
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              4.

            	
              Stock.

            


    

     

    
      	
               
      

            	
              (a)

            	
              Authorized
      Stock: Stock subject to Grants may be either unissued or reacquired
      Stock.

            


    

     

    
      	
               
      

            	
              (b)

            	
              Number of
      Shares: Subject to adjustment as provided in Section 5(i) of the
      Plan, the total number of shares of Stock which may be purchased or
      granted directly by Options, Stock Awards or Restricted Stock Purchase
      Offers, or purchased indirectly through exercise of Options granted under
      the Plan shall not exceed One Million (1,000,000). If any Grant shall for
      any reason terminate or expire, any shares allocated thereto but remaining
      unpurchased upon such expiration or termination shall again be available
      for Grants with respect thereto under the Plan as though no Grant had
      previously occurred with respect to such shares. Any shares of Stock
      issued pursuant to a Grant and repurchased pursuant to the terms thereof
      shall be available for future Grants as though not previously covered by a
      Grant.

            


    

     

    
      	
               
      

            	
              (c)

            	
              Reservation of
      Shares: The Company shall reserve and keep available at all times
      during the term of the Plan such number of shares as shall be sufficient
      to satisfy the requirements of the Plan. If, after reasonable efforts,
      which efforts shall not include the registration of the Plan or Grants
      under the Securities Act, the Company is unable to obtain authority from
      any applicable regulatory body, which authorization is deemed necessary by
      legal counsel for the Company for the lawful issuance of shares hereunder,
      the Company shall be relieved of any liability with respect to its failure
      to issue and sell the shares for which such requisite authority was so
      deemed necessary unless and until such authority is
    obtained.

            


    

     

    
      	
               
      

            	
              (d)

            	
              Application of
      Funds:  The proceeds received by the Company from the
      sale of Stock pursuant to the exercise of Options or rights under Stock
      Purchase Agreements will be used for general corporate
      purposes.

            


    

     

    
      	
               
      

            	
              (e)

            	
              No Obligation to
      Exercise: The issuance of a Grant shall impose no obligation upon
      the Participant to exercise any rights under such
  Grant.

            


    

     

    
      	
              5.

            	
              Terms and Conditions
      of Options. Options granted hereunder shall be evidenced by
      agreements between the Company and the respective Optionees, in such form
      and substance as the Board or Committee shall from time to time approve.
      The form of Incentive Stock Option Agreement attached hereto as Exhibit A and
      the three forms of a Nonstatutory Stock Option Agreement for employees,
      for directors and for consultants, attached hereto as Exhibit B-1,
      Exhibit
      B-2 and Exhibit B-3,
      respectively, shall be deemed to be approved by the Board. Option
      agreements need not be identical, and in each case may include such
      provisions as the Board or Committee may determine, but all such
      agreements shall be subject to and limited by the following terms and
      conditions:

            


    


    
      
         


      

      
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              (a)

            	
              Number of
      Shares: Each Option shall state the number of shares to which it
      pertains.

            


    

     

    
      	
               
      

            	
              (b)

            	
              Exercise Price:
      Each Option shall state the exercise price, which shall be determined as
      follows:

            


    

     

    
      	
               
      

            	
              (i)

            	
              Any
      Incentive Stock Option granted to a person who at the time the Option is
      granted owns (or is deemed to own pursuant to Section 424(d) of the Code)
      stock possessing more than ten percent (10%) of the total combined voting
      power or value of all classes of stock of the Company ("Ten Percent
      Holder") shall have an exercise price of no less than 110% of the Fair
      Market Value of the Stock as of the date of grant;
  and

            


    

     

    
      	
               
      

            	
              (ii)

            	
              Incentive
      Stock Options granted to a person who at the time the Option is granted is
      not a Ten Percent Holder shall have an exercise price of no less than 100%
      of the Fair Market Value of the Stock as of the date of
    grant.

            


    

     

    For the
purposes of this Section 5(b), the Fair Market Value shall be as determined by
the Board in good faith, which determination shall be conclusive and binding;
provided however, that if there is a public market for such Stock, the Fair
Market Value per share shall be the average of the bid and asked prices (or the
closing price if such stock is listed on the NASDAQ National Market System or
Small Cap Issue Market) on the date of grant of the Option, or if listed on a
stock exchange, the closing price on such exchange on such date of
grant.

     

    
      	
               
      

            	
              (c)

            	
              Medium and Time of
      Payment: The exercise price shall become immediately due upon
      exercise of the Option and shall be paid in cash or check made payable to
      the Company. Should the Company's outstanding Stock be registered under
      Section 12(g) of the Exchange Act at the time the Option is exercised,
      then the exercise price may also be paid as
  follows:

            


    

     

    
      	
               
      

            	
              (i)

            	
              In
      shares of Stock held by the Optionee for the requisite period necessary to
      avoid a charge to the Company's earnings for financial reporting purposes
      and valued at Fair Market Value on the exercise date,
  or

            


    

     

    
      	
               
      

            	
              (ii)

            	
              Through
      a special sale and remittance procedure pursuant to which the Optionee
      shall concurrently provide irrevocable written instructions (a) to a
      Company designated brokerage firm to effect the immediate sale of the
      purchased shares and remit to the Company, out of the sale proceeds
      available on the settlement date, sufficient funds to cover the aggregate
      exercise price payable for the purchased shares plus all applicable
      Federal, state and local income and employment taxes required to be
      withheld by the Company by reason of such purchase and (b) to the Company
      to deliver the certificates for the purchased shares directly to such
      brokerage firm in order to complete the sale
  transaction.

            


    


    
      
         


      

      
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    At the
discretion of the Board, exercisable either at the time of Option grant or of
Option exercise, the exercise price may also be paid (i) by Optionee's delivery
of a promissory note in form and substance satisfactory to the Company and
permissible under applicable securities rules and bearing interest at a rate
determined by the Board in its sole discretion, but in no event less than the
minimum rate of interest required to avoid the imputation of compensation income
to the Optionee under the Federal tax laws, or (ii) in such other form of
consideration permitted by the Delaware corporations law as may be acceptable to
the Board.

     

    
      	
               
      

            	
              (d)

            	
              Term and Exercise of
      Options: Any Option granted to an employee of the Company shall
      become exercisable over a period of no longer than five (5) years. In no
      event shall any Option be exercisable after the expiration of ten (10)
      years from the date it is granted, and no Incentive Stock Option granted
      to a Ten Percent Holder shall, by its terms, be exercisable after the
      expiration of five (5) years from the date of the Option. Unless otherwise
      specified by the Board or the Committee in the resolution authorizing such
      Option, the date of grant of an Option shall be deemed to be the date upon
      which the Board or the Committee authorizes the granting of such
      Option.

            


    

     

    Each
Option shall be exercisable to the nearest whole share, in installments or
otherwise, as the respective Option agreements may provide. During the lifetime
of an Optionee, the Option shall be exercisable only by the Optionee and shall
not be assignable or transferable by the Optionee, and no other person shall
acquire any rights therein. To the extent not exercised, installments (if more
than one) shall accumulate, but shall be exercisable, in whole or in part, only
during the period for exercise as stated in the Option agreement, whether or not
other installments are then exercisable.

     

    
      	
               
      

            	
              (e)

            	
              Termination of Status
      as Employee, Consultant or Director: If Optionee's status as an
      employee shall terminate for any reason other than Optionee's disability
      or death, then Optionee (or if the Optionee shall die after such
      termination, but prior to exercise, Optionee's personal representative or
      the person entitled to succeed to the Option) shall have the right to
      exercise the portions of any of Optionee's Incentive Stock Options which
      were exercisable as of the date of such termination, in whole or in part,
      within 30 days after such termination (or, in the event of "termination
      for good cause" as that term is defined in Delaware case law related
      thereto, or by the terms of the Plan or the Option Agreement or an
      employment agreement, the Option shall automatically terminate as of the
      termination of employment as to all shares covered by the
      Option).

            


    

     

    With
respect to Nonstatutory Options granted to employees, directors or consultants,
the Board may specify such period for exercise, not less than 30 days (except
that in the case of "termination for cause" or removal of a director), the
Option shall automatically terminate as of the termination of employment or
services as to shares covered by the Option, following termination of employment
or services as the Board deems reasonable and appropriate. The Option may be
exercised only with respect to installments that the Optionee could have
exercised at the date of termination of employment or services. Nothing
contained herein or in any Option granted pursuant hereto shall be construed to
affect or restrict in any way the right of the Company to terminate the
employment or services of an Optionee with or without cause.


    
      
         


      

      
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              (f)

            	
              Disability of
      Optionee: If an Optionee is disabled (within the meaning of Section
      22(e)(3) of the Code) at the time of termination, the three (3) month
      period set forth in Section 5(e) shall be a period, as determined by the
      Board and set forth in the Option, of not less than six months nor more
      than one year after such
termination.

            


    

     

    
      	
               
      

            	
              (g)

            	
              Death of
      Optionee: If an Optionee dies while employed by, engaged as a
      consultant to, or serving as a Director of the Company, the portion of
      such Optionee's Option which was exercisable at the date of death may be
      exercised, in whole or in part, by the estate of the decedent or by a
      person succeeding to the right to exercise such Option at any time within
      (i) a period, as determined by the Board and set forth in the Option, of
      not less than six (6) months nor more than one (1) year after Optionee's
      death, which period shall not be more, in the case of a Nonstatutory
      Option, than the period for exercise following termination of employment
      or services, or (ii) during the remaining term of the Option, whichever is
      the lesser. The Option may be so exercised only with respect to
      installments exercisable at the time of Optionee's death and not
      previously exercised by the
Optionee.

            


    

     

    
      	
               
      

            	
              (h)

            	
              Nontransferability of
      Option: No Option shall be transferable by the Optionee, except by
      will or by the laws of descent and
distribution.

            


    

     

    
      	
               
      

            	
              (i)

            	
              Recapitalization:
      Subject to any required action of shareholders, the number of shares of
      Stock covered by each outstanding Option, and the exercise price per share
      thereof set forth in each such Option, shall be proportionately adjusted
      for any increase or decrease in the number of issued shares of Stock of
      the Company resulting from a stock split, stock dividend, combination,
      subdivision or reclassification of shares, or the payment of a stock
      dividend, or any other increase or decrease in the number of such shares
      affected without receipt of consideration by the Company; provided,
      however, the conversion of any convertible securities of the Company shall
      not be deemed to have been "effected without receipt of consideration" by
      the Company.

            


    

     

    In the
event of a proposed dissolution or liquidation of the Company, a merger or
consolidation in which the Company is not the surviving entity, or a sale of all
or substantially all of the assets or capital stock of the Company
(collectively, a "Reorganization"), unless
otherwise provided by the Board, this Option shall terminate immediately prior
to such date as is determined by the Board, which date shall be no later than
the consummation of such Reorganization. In such event, if the entity which
shall be the surviving entity does not tender to Optionee an offer, for which it
has no obligation to do so, to substitute for any unexercised Option a stock
option or capital stock of such surviving of such surviving entity, as
applicable, which on an equitable basis shall provide the Optionee with
substantially the same economic benefit as such unexercised Option, then the
Board may grant to such Optionee, in its sole and absolute discretion and
without obligation, the right for a period commencing thirty (30) days prior to
and ending immediately prior to the date determined by the Board pursuant hereto
for termination of the Option or during the remaining term of the Option,
whichever is the lesser, to exercise any unexpired Option or Options without
regard to the installment provisions of Paragraph 6(d) of the Plan; provided,
that any such right granted shall be granted to all Optionees not receiving an
offer to receive substitute options on a consistent basis, and provided further,
that any such exercise shall be subject to the consummation of such
Reorganization.


    
      
         


      

      
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    Subject
to any required action of shareholders, if the Company shall be the surviving
entity in any merger or consolidation, each outstanding Option thereafter shall
pertain to and apply to the securities to which a holder of shares of Stock
equal to the shares subject to the Option would have been entitled by reason of
such merger or consolidation.

     

    In the
event of a change in the Stock of the Company as presently constituted, which is
limited to a change of all of its authorized shares without par value into the
same number of shares with a par value, the shares resulting from any such
change shall be deemed to be the Stock within the meaning of the
Plan.

     

    To the
extent that the foregoing adjustments relate to stock or securities of the
Company, such adjustments shall be made by the Board, whose determination in
that respect shall be final, binding and conclusive. Except as expressly
provided in this Section 5(i), the Optionee shall have no rights by reason of
any subdivision or consolidation of shares of stock of any class or the payment
of any stock dividend or any other increase or decrease in the number of shares
of stock of any class, and the number or price of shares of Stock subject to any
Option shall not be affected by, and no adjustment shall be made by reason of,
any dissolution, liquidation, merger, consolidation or sale of assets or capital
stock, or any issue by the Company of shares of stock of any class or securities
convertible into shares of stock of any class.

     

    The Grant
of an Option pursuant to the Plan shall not affect in any way the right or power
of the Company to make any adjustments, reclassifications, reorganizations or
changes in its capital or business structure or to merge, consolidate, dissolve,
or liquidate or to sell or transfer all or any part of its business or
assets.

     

    
      	
               
      

            	
              (j)

            	
              Rights as a
      Shareholder: An Optionee shall have no rights as a shareholder with
      respect to any shares covered by an Option until the effective date of the
      issuance of the shares following exercise of such Option by Optionee. No
      adjustment shall be made for dividends (ordinary or extraordinary, whether
      in cash, securities or other property) or distributions or other rights
      for which the record date is prior to the date such stock certificate is
      issued, except as expressly provided in Section 5(i)
    hereof.

            


    

     

    
      	
               
      

            	
              (k)

            	
              Modification,
      Acceleration, Extension, and Renewal of Options: Subject to the
      terms and conditions and within the limitations of the Plan, the Board may
      modify an Option, or, once an Option is exercisable, accelerate the rate
      at which it may be exercised, and may extend or renew outstanding Options
      granted under the Plan or accept the surrender of outstanding Options (to
      the extent not theretofore exercised) and authorize the granting of new
      Options in substitution for such Options, provided such action is
      permissible under Section 422 of the Code and applicable state securities
      laws. Notwithstanding the provisions of this Section 5(k), however, no
      modification of an Option shall, without the consent of the Optionee,
      alter to the Optionee's detriment or impair any rights or obligations
      under any Option theretofore granted under the
  Plan.

            


    


    
      
         


      

      
        Page 9 of
17

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              (l)

            	
              Exercise Before
      Exercise Date: At the discretion of the Board, the Option may, but
      need not, include a provision whereby the Optionee may elect to exercise
      all or any portion of the Option prior to the stated exercise date of the
      Option or any installment thereof. Any shares so purchased prior to the
      stated exercise date shall be subject to repurchase by the Company upon
      termination of Optionee's employment as contemplated by Section 5(n)
      hereof prior to the exercise date stated in the Option and such other
      restrictions and conditions as the Board or Committee may deem
      advisable.

            


    

     

    
      	
               
      

            	
              (m)

            	
              Other
      Provisions: The Option agreements authorized under the Plan shall
      contain such other provisions, including, without limitation, restrictions
      upon the exercise of the Options, as the Board or the Committee shall deem
      advisable. Shares shall not be issued pursuant to the exercise of an
      Option, if the exercise of such Option or the issuance of shares
      thereunder would violate, in the opinion of legal counsel for the Company,
      the provisions of any applicable law or the rules or regulations of any
      applicable governmental or administrative agency or body, such as the
      Code, the Securities Act, the Exchange Act, applicable state securities
      laws, Delaware corporation law, and the rules promulgated under the
      foregoing or the rules and regulations of any exchange upon which the
      shares of the Company are listed. Without limiting the generality of the
      foregoing, the exercise of each Option shall be subject to the condition
      that if at any time the Company shall determine that (i) the satisfaction
      of withholding tax or other similar liabilities, or (ii) the listing,
      registration or qualification of any shares covered by such exercise upon
      any securities exchange or under any state or federal law, or (iii) the
      consent or approval of any regulatory body, or (iv) the perfection of any
      exemption from any such withholding, listing, registration, qualification,
      consent or approval is necessary or desirable in connection with such
      exercise or the issuance of shares thereunder, then in any such event,
      such exercise shall not be effective unless such withholding, listing
      registration, qualification, consent, approval or exemption shall have
      been effected, obtained or perfected free of any conditions not acceptable
      to the Company.

            


    

     

    
      	
               
      

            	
              (n)

            	
              Repurchase
      Agreement: The Board may, in its discretion, require as a condition
      to the Grant of an Option hereunder, that an Optionee execute an agreement
      with the Company, in form and substance satisfactory to the Board in its
      discretion ("Repurchase
      Agreement"), (i) restricting the Optionee's right to transfer
      shares purchased under such Option without first offering such shares to
      the Company or another shareholder of the Company upon the same terms and
      conditions as provided therein; and (ii) providing that upon termination
      of Optionee's employment with the Company, for any reason, the Company (or
      another shareholder of the Company, as provided in the Repurchase
      Agreement) shall have the right at its discretion (or the discretion of
      such other shareholders) to purchase and/or redeem all such shares owned
      by the Optionee on the date of termination of his or her employment at a
      price equal to: (A) the fair value of such shares as of such date of
      termination; or (B) if such repurchase right lapses at 20% of the number
      of shares per year, the original purchase price of such shares, and upon
      terms of payment permissible under the applicable state securities laws;
      provided that in the case of Options or Stock Awards granted to officers,
      directors, consultants or affiliates of the Company, such repurchase
      provisions may be subject to additional or greater restrictions as
      determined by the Board or
Committee.

            


    


    
      
         


      

      
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              6.

            	
              Stock Awards and
      Restricted Stock Purchase
Offers.

            


    

     

    
      	
               
      

            	
              (a)

            	
              Types of
      Grants.

            


    

     

    
      	
               
      

            	
              (i)

            	
              Stock Award.
      All or part of any Stock Award under the Plan may be subject to conditions
      established by the Board or the Committee, and set forth in the Stock
      Award Agreement, which may include, but are not limited to, continuous
      service with the Company, achievement of specific business objectives,
      increases in specified indices, attaining growth rates and other
      comparable measurements of Company performance. Such Awards may be based
      on Fair Market Value or other specified valuation. All Stock Awards will
      be made pursuant to the execution of a Stock Award Agreement substantially
      in the form attached hereto as Exhibit
      C.

            


    

     

    
      	
               
      

            	
              (ii)

            	
              Restricted Stock
      Purchase Offer. A Grant of a Restricted Stock Purchase Offer under
      the Plan shall be subject to such (i) vesting contingencies related to the
      Participant's continued association with the Company for a specified time
      and (ii) other specified conditions as the Board or Committee shall
      determine, in their sole discretion, consistent with the provisions of the
      Plan. All Restricted Stock Purchase Offers shall be made pursuant to a
      Restricted Stock Purchase Offer substantially in the form attached hereto
      as Exhibit D.

            


    

     

    
      	
               
      

            	
              (b)

            	
              Conditions and
      Restrictions. Shares of Stock which Participants may receive as a
      Stock Award under a Stock Award Agreement or Restricted Stock Purchase
      Offer under a Restricted Stock Purchase Offer may include such
      restrictions as the Board or Committee, as applicable, shall determine,
      including restrictions on transfer, repurchase rights, right of first
      refusal, and forfeiture provisions. When transfer of Stock is so
      restricted or subject to forfeiture provisions it is referred to as "Restricted Stock".
      Further, with Board or Committee approval, Stock Awards or Restricted
      Stock Purchase Offers may be deferred, either in the form of installments
      or a future lump sum distribution. The Board or Committee may permit
      selected Participants to elect to defer distributions of Stock Awards or
      Restricted Stock Purchase Offers in accordance with procedures established
      by the Board or Committee to assure that such deferrals comply with
      applicable requirements of the Code including, at the choice of
      Participants, the capability to make further deferrals for distribution
      after retirement. Any deferred distribution, whether elected by the
      Participant or specified by the Stock Award Agreement, Restricted Stock
      Purchase Offers or by the Board or Committee, may require the payment be
      forfeited in accordance with the provisions of Section 6(c). Dividends or
      dividend equivalent rights may be extended to and made part of any Stock
      Award or Restricted Stock Purchase Offers denominated in Stock or units of
      Stock, subject to such terms, conditions and restrictions as the Board or
      Committee may establish.

            


    


    
      
         


      

      
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              (c)

            	
              Cancellation and
      Rescission of Grants. Unless the Stock Award Agreement or
      Restricted Stock Purchase Offer specifies otherwise, the Board or
      Committee, as applicable, may cancel any unexpired, unpaid, or deferred
      Grants at any time if the Participant is not in compliance with all other
      applicable provisions of the Stock Award Agreement or Restricted Stock
      Purchase Offer, the Plan and with the following
  conditions:

            


    

     

    
      	
               
      

            	
              (i)

            	
              A
      Participant shall not render services for any organization or engage
      directly or indirectly in any business which, in the judgment of the chief
      executive officer of the Company or other senior officer designated by the
      Board or Committee, is or becomes competitive with the Company, or which
      organization or business, or the rendering of services to such
      organization or business, is or becomes otherwise prejudicial to or in
      conflict with the interests of the Company. For Participants whose
      employment has terminated, the judgment of the chief executive officer
      shall be based on the Participant's position and responsibilities while
      employed by the Company, the Participant's post-employment
      responsibilities and position with the other organization or business, the
      extent of past, current and potential competition or conflict between the
      Company and the other organization or business, the effect on the
      Company's customers, suppliers and competitors and such other
      considerations as are deemed relevant given the applicable facts and
      circumstances. A Participant who has retired shall be free, however, to
      purchase as an investment or otherwise, stock or other securities of such
      organization or business so long as they are listed upon a recognized
      securities exchange or traded over-the-counter, and such investment does
      not represent a substantial investment to the Participant or a greater
      than ten percent (10%) equity interest in the organization or
      business.

            


    

     

    
      	
               
      

            	
              (ii)

            	
              A
      Participant shall not, without prior written authorization from the
      Company, disclose to anyone outside the Company, or use in other than the
      Company's business, any confidential information or material, as defined
      in the Company's Proprietary Information and Invention Agreement or
      similar agreement regarding confidential information and intellectual
      property, relating to the business of the Company, acquired by the
      Participant either during or after employment with the
      Company.

            


    


    
      
         


      

      
        Page 12
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              (iii)

            	
              A
      Participant shall disclose promptly and assign to the Company all right,
      title and interest in any invention or idea, patentable or not, made or
      conceived by the Participant during employment by the Company, relating in
      any manner to the actual or anticipated business, research or development
      work of the Company and shall do anything reasonably necessary to enable
      the Company to secure a patent where appropriate in the United States and
      in foreign countries.

            


    

     

    
      	
               
      

            	
              (iv)

            	
              Upon
      exercise, payment or delivery pursuant to a Grant, the Participant shall
      certify on a form acceptable to the Committee that he or she is in
      compliance with the terms and conditions of the Plan. Failure to comply
      with all of the provisions of this Section 6(c) prior to, or during the
      six months after, any exercise, payment or delivery pursuant to a Grant
      shall cause such exercise, payment or delivery to be rescinded. The
      Company shall notify the Participant in writing of any such rescission
      within two years after such exercise, payment or delivery. Within ten days
      after receiving such a notice from the Company, the Participant shall pay
      to the Company the amount of any gain realized or payment received as a
      result of the rescinded exercise, payment or delivery pursuant to a Grant.
      Such payment shall be made either in cash or by returning to the Company
      the number of shares of Stock that the Participant received in connection
      with the rescinded exercise, payment or
  delivery.

            


    

     

    
      	
               
      

            	
              (d)

            	
              Nonassignability.

            


    

     

    
      	
               
      

            	
              (i)

            	
              Except
      pursuant to Section 6(e)(iii) and except as set forth in Section 6(d)(ii),
      no Grant or any other benefit under the Plan shall be assignable or
      transferable, or payable to or exercisable by, anyone other than the
      Participant to whom it was granted.

            


    

     

    
      	
               
      

            	
              (ii)

            	
              Where
      a Participant terminates employment and retains a Grant pursuant to
      Section 6(e)(ii) in order to assume a position with a governmental,
      charitable or educational institution, the Board or Committee, in its
      discretion and to the extent permitted by law, may authorize a third party
      (including but not limited to the trustee of a "blind" trust), acceptable
      to the applicable governmental or institutional authorities, the
      Participant and the Board or Committee, to act on behalf of the
      Participant with regard to such
Awards.

            


    

     

    
      	
               
      

            	
              (e)

            	
              Termination of
      Employment. If the employment or service to the Company of a
      Participant terminates, other than pursuant to any of the following
      provisions under this Section 6(e), all unexercised, deferred and unpaid
      Stock Awards or Restricted Stock Purchase Offers shall be cancelled
      immediately, unless the Stock Award Agreement or Restricted Stock Purchase
      Offer provides otherwise:

            


    


    
      
         


      

      
        Page 13
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              (i)

            	
              Retirement Under a
      Company Retirement Plan. When a Participant's employment terminates
      as a result of retirement in accordance with the terms of a Company
      retirement plan, the Board or Committee may permit Stock Awards or
      Restricted Stock Purchase Offers to continue in effect beyond the date of
      retirement in accordance with the applicable Grant Agreement and the
      exercisability and vesting of any such Grants may be
      accelerated.

            


    

     

    
      	
               
      

            	
              (ii)

            	
              Rights in the Best
      Interests of the Company. When a Participant resigns from the
      Company and, in the judgment of the Board or Committee, the acceleration
      and/or continuation of outstanding Stock Awards or Restricted Stock
      Purchase Offers would be in the best interests of the Company, the Board
      or Committee may (i) authorize, where appropriate, the acceleration and/or
      continuation of all or any part of Grants issued prior to such termination
      and (ii) permit the exercise, vesting and payment of such Grants for such
      period as may be set forth in the applicable Grant Agreement, subject to
      earlier cancellation pursuant to Section 9 or at such time as the Board or
      Committee shall deem the continuation of all or any part of the
      Participant's Grants are not in the Company's best
    interest.

            


    

     

    
      	
               
      

            	
              (iii)

            	
              Death or Disability of
      a Participant.

            


    

     

    
      	
               
      

            	
              (1)

            	
              In
      the event of a Participant's death, the Participant's estate or
      beneficiaries shall have a period up to the expiration date specified in
      the Grant Agreement within which to receive or exercise any outstanding
      Grant held by the Participant under such terms as may be specified in the
      applicable Grant Agreement. Rights to any such outstanding Grants shall
      pass by will or the laws of descent and distribution in the following
      order: (a) to beneficiaries so designated by the Participant; if none,
      then (b) to a legal representative of the Participant; if none, then (c)
      to the persons entitled thereto as determined by a court of competent
      jurisdiction. Grants so passing shall be made at such times and in such
      manner as if the Participant were
living.

            


    

     

    
      	
               
      

            	
              (2)

            	
              In
      the event a Participant is deemed by the Board or Committee to be unable
      to perform his or her usual duties by reason of mental disorder or medical
      condition which does not result from facts which would be grounds for
      termination for cause, Grants and rights to any such Grants may be paid to
      or exercised by the Participant, if legally competent, or a committee or
      other legally designated guardian or representative if the Participant is
      legally incompetent by virtue of such
  disability.

            


    


    
      
         


      

      
        Page 14
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              (3)

            	
              After
      the death or disability of a Participant, the Board or Committee may in
      its sole discretion at any time (1) terminate restrictions in Grant
      Agreements; (2) accelerate any or all installments and rights; and (3)
      instruct the Company to pay the total of any accelerated payments in a
      lump sum to the Participant, the Participant's estate, beneficiaries or
      representative; notwithstanding that, in the absence of such termination
      of restrictions or acceleration of payments, any or all of the payments
      due under the Grant might ultimately have become payable to other
      beneficiaries.

            


    

     

    
      	
               
      

            	
              (4)

            	
              In
      the event of uncertainty as to interpretation of or controversies
      concerning this Section 6, the determinations of the Board or Committee,
      as applicable, shall be binding and
conclusive.

            


    

     

    
      	
              7.

            	
              Change in
      Control. Unless otherwise provided in the applicable Grant
      Agreement, in the event of a Change in Control, 50% of the vesting
      restrictions applicable to each Participant’s Grant(s) shall terminate
      fully and the Participant shall immediately have the right to the delivery
      of share certificates or exercise of Options, i.e. to the extent that a
      Participant’s Option(s) are unvested, 50% of such unvested portion shall
      vest.

            


    

     

    
      	
              8.

            	
              Investment
      Intent. All Grants under the Plan are intended to be exempt from
      registration under the Securities Act provided by Rule 701 thereunder.
      Unless and until the granting of Options or sale and issuance of Stock
      subject to the Plan are registered under the Securities Act or shall be
      exempt pursuant to the rules promulgated thereunder, each Grant under the
      Plan shall provide that the purchases or other acquisitions of Stock
      thereunder shall be for investment purposes and not with a view to, or for
      resale in connection with, any distribution thereof. Further, unless the
      issuance and sale of the Stock have been registered under the Securities
      Act, each Grant shall provide that no shares shall be purchased upon the
      exercise of the rights under such Grant unless and until (i) all then
      applicable requirements of state and federal laws and regulatory agencies
      shall have been fully complied with to the satisfaction of the Company and
      its counsel, and (ii) if requested to do so by the Company, the person
      exercising the rights under the Grant shall (A) give written assurances as
      to knowledge and experience of such person (or a representative employed
      by such person) in financial and business matters and the ability of such
      person (or representative) to evaluate the merits and risks of exercising
      the Option, and (B) execute and deliver to the Company a letter of
      investment intent and/or such other form related to applicable exemptions
      from registration, all in such form and substance as the Company may
      require. If shares are issued upon exercise of any rights under a Grant
      without registration under the Securities Act, subsequent registration of
      such shares shall relieve the purchaser thereof of any investment
      restrictions or representations made upon the exercise of such
      rights.

            


    


    
      
         


      

      
        Page 15
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              9.

            	
              Amendment,
      Modification, Suspension or Discontinuance of the Plan. The Board
      may, insofar as permitted by law, from time to time, with respect to any
      shares at the time not subject to outstanding Grants, suspend or terminate
      the Plan or revise or amend it in any respect whatsoever, except that
      without the approval of the shareholders of the Company, no such revision
      or amendment shall (i) increase the number of shares subject to the Plan,
      (ii) decrease the price at which Grants may be granted, (iii) materially
      increase the benefits to Participants, or (iv) change the class of persons
      eligible to receive Grants under the Plan; provided, however, no such
      action shall alter or impair the rights and obligations under any Option,
      or Stock Award, or Restricted Stock Purchase Offer outstanding as of the
      date thereof without the written consent of the Participant thereunder. No
      Grant may be issued while the Plan is suspended or after it is terminated,
      but the rights and obligations under any Grant issued while the Plan is in
      effect shall not be impaired by suspension or termination of the
      Plan.

            


    

     

    In the
event of any change in the outstanding Stock by reason of a stock split, stock
dividend, combination or reclassification of shares, recapitalization, merger,
or similar event, the Board or the Committee may adjust proportionally (a) the
number of shares of Stock (i) reserved under the Plan, (ii) available for
Incentive Stock Options and Nonstatutory Options and (iii) covered by
outstanding Stock Awards or Restricted Stock Purchase Offers; (b) the Stock
prices related to outstanding Grants; and (c) the appropriate Fair Market Value
and other price determinations for such Grants. In the event of any other change
affecting the Stock or any distribution (other than normal cash dividends) to
holders of Stock, such adjustments as may be deemed equitable by the Board or
the Committee, including adjustments to avoid fractional shares, shall be made
to give proper effect to such event. In the event of a corporate merger,
consolidation, acquisition of property or stock, separation, reorganization or
liquidation, the Board or the Committee shall be authorized to issue or assume
stock options, whether or not in a transaction to which Section 424(a) of the
Code applies, and other Grants by means of substitution of new Grant Agreements
for previously issued Grants or an assumption of previously issued
Grants.

     

    
      	
              10.

            	
              Tax
      Withholding. The Company shall have the right to deduct applicable
      taxes from any Grant payment and withhold, at the time of delivery or
      exercise of Options, Stock Awards or Restricted Stock Purchase Offers or
      vesting of shares under such Grants, an appropriate number of shares for
      payment of taxes required by law or to take such other action as may be
      necessary in the opinion of the Company to satisfy all obligations for
      withholding of such taxes. If Stock is used to satisfy tax withholding,
      such stock shall be valued based on the Fair Market Value when the tax
      withholding is required to be made.

            


    

     

    
      	
              11.

            	
              Availability of
      Information. During the term of the Plan and any additional period
      during which a Grant granted pursuant to the Plan shall be exercisable,
      the Company shall make available, not later than one hundred and twenty
      (120) days following the close of each of its fiscal years, such financial
      and other information regarding the Company as is required by the bylaws
      of the Company and applicable law to be furnished in an annual report to
      the shareholders of the Company.

            


    

     

    
      	
              12.

            	
              Notice. Any
      written notice to the Company required by any of the provisions of the
      Plan shall be addressed to the chief personnel officer or to the chief
      executive officer of the Company, and shall become effective when it is
      received by the office of the chief personnel officer or the chief
      executive officer.

            


    


    
      
         


      

      
        Page 16
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              13.

            	
              Indemnification of
      Board. In addition to such other rights or indemnifications as they
      may have as directors or otherwise, and to the extent allowed by
      applicable law, the members of the Board and the Committee shall be
      indemnified by the Company against the reasonable expenses, including
      attorneys' fees, actually and necessarily incurred in connection with the
      defense of any claim, action, suit or proceeding, or in connection with
      any appeal thereof, to which they or any of them may be a party by reason
      of any action taken, or failure to act, under or in connection with the
      Plan or any Grant granted thereunder, and against all amounts paid by them
      in settlement thereof (provided such settlement is approved by independent
      legal counsel selected by the Company) or paid by them in satisfaction of
      a judgment in any such claim, action, suit or proceeding, except in any
      case in relation to matters as to which it shall be adjudged in such
      claim, action, suit or proceeding that such Board or Committee member is
      liable for negligence or misconduct in the performance of his or her
      duties; provided that within sixty (60) days after institution of any such
      action, suit or Board proceeding the member involved shall offer the
      Company, in writing, the opportunity, at its own expense, to handle and
      defend the same.

            


    

     

    
      	
              14.

            	
              Governing Law.
      The Plan and all determinations made and actions taken pursuant hereto, to
      the extent not otherwise governed by the Code or the securities laws of
      the United States, shall be governed by the law of the State of Delaware
      and construed accordingly.

            


    

     

    
      	
              15.

            	
              Effective and
      Termination Dates. The Plan shall become effective on the date it
      is approved by the holders of a majority of the shares of Stock then
      outstanding. The Plan shall terminate ten years later, subject to earlier
      termination by the Board pursuant to Section
9.

            


    

     

    The
foregoing 2009 Incentive Stock Plan (consisting of 17 pages, including this
page) was duly adopted and approved by the Board of Directors on January 3,
2009.

     

    
      
        
          
            	
                    GREEN
      PLANET BIOENGINEERING CO., LTD.

                  
	 
      	 
      
	
                    By:  

                  	  
      
	 
      	 
      
	 
      	  
      
	 
      	
                    Its:
      Chief Executive
Officer

                  


          

        

      

    


    
      
         


      

      
        Page 17
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