CONSULTING
AGREEMENT

    


    This
Consulting Agreement (this “Agreement”)
is made as of October 12th, 2008,
by and between Michael Karpheden (the “Consultant”) and Green Planet
Bioengineering Co., LTD. a Delaware Company (the
“Company”).    The Company and the Consultant are referred
to herein each as a “Party”
and collectively as the “Parties.”

    


    In
consideration of the mutual promises, covenants and agreements contained herein,
and other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the parties hereby agree as follows:

    


    ARTICLE
1

    SERVICES

    


    1.1           Services.  Company
and Consultant acknowledge and agree that the services to be provided to the
Company by Consultant pursuant to this Agreement shall be:

    


    (a)           to
serve as a consultant to the Company; and


     

    
      	
               
      

            	
              (b)

            	
              to
      use its best efforts to provide such services to the Company as the
      Company and the Consultant shall agree;
and

            


    

     

    
      	
               
      

            	
              (c)

            	
              shall
      serve as a consultant to the Company at the pleasure of the
      Company.

            


    

     

    1.2           Independent
Contractor.  Consultant shall be an independent contractor and
not an employee of the Company.  Consultant shall have no authority to
act on behalf of the Company in any respect and Consultant will not represent to
any person that it has any such authority. Consultant’s role under this
Agreement shall be limited to the services provided under Section 1.1
hereof.

    


    1.3           Excluded
Services.  The parties agree that the services that shall be
provided by the Consultant to the Company under this Agreement will not be in
connection with the offer or sale of securities of the Company in a
capital-raising transaction, and do not directly or indirectly promote or
maintain a market for the Company’s securities.


     

    ARTICLE
2

    COMPENSATION


     

    2.1           In
consideration for the services to be rendered to the Company by the Consultant,
the Company hereby agrees to compensate the Consultant as follows:

     

    (a)
Provide Consultant with a warrant to purchase 1,561,826 common shares of Company
at par value per share ($0.001).

     

    2.3           The
compensation as set forth in this Article 2 is only payable to Consultant for
the services outlined in section 1.1.


    
      
         


      

      
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    ARTICLE
3

    TERM  /
TERMINATION

    


    3.1           The
services to be rendered by the Consultant under this Agreement are expected to
be completed within One Hundred Eighty (180) days from the date of this
Agreement (the “Effective
Date”) but in no event later than Three Hundred and Sixty Five (365) days
from the Effective Date.  Nothwithstanding any provision in this
Agreement to the contrary, the above the obligations under Section 2.1 shall
servive termination of this agreement.

    


    ARTICLE
4

    MISCELLANEOUS

    


    4.1           Severability.  The
Parties intend that this Agreement be performed in accordance with all
applicable laws, rules and regulations.  If any provision of this
Agreement shall be invalid or unenforceable, it is the intention of the Parties
that the remainder of this Agreement shall not be affected thereby, but rather
shall be enforced to the greatest extent permitted by law.

    


    4.2           Notices.  Except
as otherwise provided herein, any notice required or permitted to be given by a
Party pursuant to this Agreement must be given in writing and delivered or
mailed to the other Party by certified or registered mail, return receipt
requested, at the addresses below:

    


    
      
        	
                COMPANY:

                c/o
      President

                18851
      NE 29th
      Avenue,

                Suite
      700,

                Aventura,
      FL 33180

                Telecopier:
      (954) 457-3619

              	 
      	
                CONSULTANT:

                Michael
      Karpheden

                6000
      Island Boulevard,

                Suite
      705,

                Aventura,
      FL, 33160

                Phone:
      305 491-2214

              


      

    

    


    Any such
notices will be deemed received upon actual receipt by the
addressee. 

    


    4.3           Assignment.  This
Agreement, and the rights and obligations of the Parties under this Agreement,
may be assigned only upon the prior written approval of the Parties.  The
rights and obligations of the Parties will inure to the benefit of, will be
binding upon and will be enforceable by the Parties and their lawful successors
and representatives.

    


    4.4           Entire Agreement
..  This Agreement embodies the entire agreement of the Parties on the
subject matter thereof.  No amendment or modification of this Agreement
will be valid or binding upon the Company or Consultant unless made in writing
and signed by the Parties.

    


    4.5           Waiver.  Any
term or condition of this Agreement may be waived in writing at any time by the
Party entitled to the benefit of such term or condition.  Any waiver
on one occasion shall not be deemed to be a waiver of the same or any other term
or condition on any future occasion.

    


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


    
      
         


      

      
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    4.7           Choice of
Law.  The validity and effect of this Agreement shall be
governed by the internal laws of the State of Florida, but excepting any State
of Florida rule which would  result in the application of the law of a
jurisdiction other than the State of Florida.

    


    4.8           Standards of
Conduct.  Each Party shall conduct themselves at all times in
accordance with the highest standards of professional conduct and responsibility
and each hereby indemnifies and saves harmless the other from each and every and
all losses, claims, demands, obligations, liabilities, indebtedness and causes
of action of every kind, type, nature or description whatsoever, whether known
or unknown, as if expressly set forth and described herein, which either Party
may incur, suffer, become liable for, or which may be asserted or claimed
against the other Party as a result of the acts, errors or omissions of the
other Party.


     

    4.9           Modification.  No
provisions of this Agreement may be modified, waived or discharged unless such
waiver, modification or discharge is agreed to in writing signed by authorized
officers of each Party. No waiver by either party hereto of or compliance with,
any condition or provision of this Agreement to be performed by such other Party
shall be deemed a waiver of similar or dissimilar provisions or conditions at
the same or at any prior or subsequent time. Either Party hereof has made no
agreements or representations, oral or otherwise, express or implied, with
respect to the subject matter that are not set forth expressly in this
Agreement.

    


    4.10           Execution of the
Agreement :

    


    (a)  The
Company has the requisite power and authority to enter into and carry out the
terms and conditions of this Agreement, as well as all transactions contemplated
hereunder. Prior to executing this Agreement, this Agreement was reviewed by the
Company’ legal counsel.  All corporate proceedings required to have
been taken, have been taken and all required corporate authorizations and
approvals have been secured which are necessary to authorize the execution,
delivery and performance by Company of this Agreement. This Agreement has been
duly and validly executed and delivered by the Company and constitutes the valid
and binding obligations of the Company, enforceable in accordance with the
respective terms.  Upon delivery of this Agreement to Consultant, this
Agreement, and the other agreements referred to herein, will constitute the
valid and binding obligations of the Company, and will be enforceable in
accordance with their respective terms.

    


    (b)  The
Consultant (and the party executing this Agreement on behalf of the Consultant,
if any) has the requisite corporate power and authority to enter into and carry
out the terms and conditions of this Agreement, as well as all transactions
contemplated hereunder. Prior to executing this Agreement, this Agreement was
reviewed by Consultant's legal counsel.  All corporate proceedings
have been taken and all corporate authorizations and approvals have been secured
which are necessary to authorize the execution, delivery and performance by the
Consultant of this Agreement. This Agreement has been duly and validly executed
and delivered by the Consultant and constitutes the valid and binding
obligations of Consultant, enforceable in accordance with the respective
terms.  Upon delivery of this Agreement to the Company, this
Agreement, and the other agreements referred to herein, will constitute the
valid and binding obligations of Consultant, and will be enforceable in
accordance with their respective terms.

    


    [The
remainder of this page is blank.  The signatures are on the following
page.]


    
      
         


      

      
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    IN WITNESS WHEREOF, the
Company, through its duly authorized officer, , and the Consultant, individually
, have executed this Agreement, all as of the date first above
written.

    


    
      
        
          
            
              
                
                  	
                          COMPANY:

                        	 
      	
                          CONSULTANT:

                        
	 
      	 
      	 
      	 
      	 
      
	
                          Green
      Planet Bioengeeniring CO., LTD(a

                          Delaware
      Company)

                        	 
      	
                          Michael
      Karpheden

                        
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	
                          By:

                        	   
      
	
                          By:

                        	  
      	 
      	
                          Name:

                        	   
      
	
                          Name:

                        	  
      	 
      	
                          Title:

                        	   
      


                

              

            

          

        

      

    


    
      
         


      

      
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