Filed by Automated Filing Services Inc. (604) 609-0244 -  Upstream Biosciences Inc. -  Exhibit 10.13






THE SECURITIES REPRESENTED HEREBY HAVE BEEN OFFERED IN AN
OFFSHORE TRANSACTION TO A PERSON WHO IS NOT A U.S. PERSON (AS DEFINED HEREIN)
PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS
AMENDED (THE "1933 ACT"). 

NONE OF THE SECURITIES REPRESENTED HEREBY HAVE BEEN
REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO
REGISTERED, MAY NOT BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED
STATES (AS DEFINED HEREIN) OR TO U.S. PERSONS EXCEPT IN ACCORDANCE WITH THE
PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION
FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE
1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES
LAWS. IN ADDITION, HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE
CONDUCTED UNLESS IN COMPLIANCE WITH THE 1933 ACT. "UNITED STATES" AND "U.S.
PERSON" ARE AS DEFINED BY REGULATION S UNDER THE 1933 ACT. 

STOCK OPTION AND SUBSCRIPTION AGREEMENT
For Non – U.S.
Persons

This AGREEMENT is entered into as of the 16th day of March,
2007 (the "Date of Grant").

BETWEEN:

UPSTREAM BIOSCIENCES INC., with
an office at Suite 100 – 570 
West 7th Avenue, Vancouver, British Columbia,
Canada
 (the "Company")

AND:

DEXSTER SMITH, a person with a
business address at Suite 100 – 570
 West 7th Avenue, Vancouver, British
Columbia, Canada V5Z 4S6
 (the "Optionee")

WHEREAS:

A. The Company's board of directors (the "Board") has approved
and adopted a Stock Option Plan (the "Plan"), whereby the Board is authorized to
grant stock options to purchase common shares of the Company to the directors,
officers, employees, management company employees and consultants of the
Company;

B. The Optionee provides services as a director and executive
officer of the Company (the "Services"); and

C. The Company seeks to grant stock options to purchase a total
of FOUR HUNDRED THOUSAND (400,000) shares of Common Stock to the Optionee in
consideration for the provision of the Services.




2

NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of
the covenants and agreements set forth herein and for other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, the
parties hereto agree as follows:

1.1 In this Agreement, the following terms shall have the
following meanings:

	 	(a) 	
      "Common Stock" means the shares of common stock of
      the Company;

	 	 	 
	 	(b) 	
      "Exercise Payment" means the amount of money equal
      to the Exercise Price multiplied by the number of Optioned Shares
      specified in the Notice of Exercise;

	 	 	 
	 	(c) 	
      "Exercise Price" means $0.96;

	 	 	 
	 	(d) 	
      "Expiry Date" means March 16, 2017;

	 	 	 
	 	(e) 	
      "Notice of Exercise" means a notice in writing
      addressed to the Company at its address first recited (or such other
      address of the Company as may from time to time be notified to the
      Optionee in writing), substantially in the form attached as Appendix "A"
      hereto, which notice shall specify therein the number of Optioned Shares
      in respect of which the Options are being exercised;

	 	 	 
	 	(f) 	
      "Options" means the irrevocable right and option
      to purchase, from time to time, all, or any part of the Optioned Shares
      granted to the Optionee by the Company pursuant to Section 1.2 of this
      Agreement;

	 	 	 
	 	(g) 	
      "Optioned Shares" means the shares of Common
      Stock, subject to the Options;

	 	 	 
	 	(h) 	
      "Securities" means, collectively, the Options and
      the Optioned Shares;

	 	 	 
	 	(i) 	
      "Shareholders" means holders of record of the
      shares of Common Stock;

	 	 	 
	 	(j) 	
      "U.S. Person" shall have the meaning ascribed
      thereto in Regulation S under the 1933 Act, and for the purpose of the
      Agreement includes any person in the United States; and

	 	 	 
	 	(k) 	
      "Vested Options" means the Options that have
      vested in accordance with Section 1.3 of this
Agreement.



1.2 The Company hereby grants to the Optionee, on the terms and
conditions set out in this Agreement and in the Plan, Options to purchase a
total of FOUR HUNDRED THOUSAND (400,000) Optioned Shares at the Exercise
Price.

1.3 The Options may be exercised after vesting and only in
accordance with the following schedule, whereby:

	 	(a) 	
      ONE HUNDRED FIFTY THOUSAND (150,000) of the Options shall
      vest immediately upon the Date of Grant,

	 	 	 
	 	(b) 	
      ONE HUNDRED FIFTY THOUSAND (150,000) of the Options shall
      vest on February 28, 2008, and

	 	 	 
	 	(c) 	
      ONE HUNDRED THOUSAND (100,000) of the Options shall vest
      on February 28, 2009.







3

1.4 The Options shall, at 5:00 p.m. (Vancouver time) on the
Expiry Date, expire and be of no further force or effect whatsoever.

1.5 Vested Options shall terminate, to the extent not
previously exercised, in accordance with Section 5(g) of the Plan. Each unvested
Option granted pursuant hereto shall terminate immediately upon termination of
or resignation from the Optionee's employment or contractual relationship with
the Company for any reason whatsoever.

1.6 Subject to the provisions of this Agreement and the Plan
and subject to compliance with any applicable securities laws, the Options shall
be exercisable, in full or in part, at any time after vesting, until
termination; provided, however, that if the Optionee is subject to the reporting
and liability provisions of Section 16 of the Securities Exchange Act of
1934 with respect to the Common Stock, the Optionee shall be precluded from
selling, transferring or otherwise disposing of any Common Stock underlying any
Options during the six (6) months immediately following the grant of that
Option. If less than all of the shares included in the vested portion of any
Options are purchased, the remainder may be purchased at any subsequent time
prior to the Expiry Date. Only whole shares may be issued pursuant to the
exercise of any Options, and to the extent that any Options covers less than one
(1) share, it is unexercisable.

Each exercise of the Options shall be by means of delivery of a
Notice of Exercise (which may be in the form attached hereto as Appendix A) to
the President of the Company at its principal executive office, specifying the
number of shares of Common Stock to be purchased and accompanied by payment in
cash by certified check or cashier's check in the amount of the full exercise
price for the Common Stock to be purchased. In addition to payment in cash by
certified check or cashier's check, an Optionee or transferee of the Options may
pay for all or any portion of the aggregate exercise price by complying with one
or more of the following alternatives:

	 	(a) 	
      by delivering a properly executed Notice of Exercise
      together with irrevocable instructions to a broker promptly to sell or
      margin a sufficient portion of the Common Stock and deliver directly to
      the Company the amount of sale or margin loan proceeds to pay the exercise
      price; or

	 	 	 
	 	(b) 	
      by complying with any other payment mechanism approved by
      the Board at the time of exercise.



It is a condition precedent to the issuance of Optioned Shares
that the Optionee execute and/or deliver to the Company all documents and
withholding taxes required in accordance with applicable laws.

1.7 Nothing in this Agreement shall obligate the Optionee to
purchase any Optioned Shares except those Optioned Shares in respect of which
the Optionee shall have exercised the Options in the manner provided in this
Agreement.

1.8 Reference is made to the Plan for particulars of the rights
and obligations of the Optionee and the Company in respect of:

	 	(a) 	
      the terms and conditions on which the Options are
      granted; and

	 	 	 
	 	(b) 	
      a consolidation or subdivision of the Company's share
      capital or an amalgamation or merger;







4

all to the same effect as if the
provisions of the Plan were set out in this Agreement and to all of which the
Optionee assents.

1.9 The terms of the Options are subject to the provisions of
the Plan, as the same may from time to time be amended, and any inconsistencies
between this Agreement and the Plan, as the same may be from time to time
amended, shall be governed by the provisions of the Plan.

2. Documents Required from Optionee

2.1 The Optionee must complete, sign and return an executed
copy of this Agreement to the Company.

2.2 The Subscriber shall complete, sign and return to the
Company as soon as possible, on request by the Company, any documents,
questionnaires, notices and undertakings as may be required by regulatory
authorities, and applicable law

3. Acknowledgements of the Optionee

3.1 The Optionee acknowledges and agrees that:

	 	(a) 	
      the Optionee is a director and executive officer of the
      Company;

	 	 	 
	 	(b) 	
      none of the Securities have been registered under the
      1933 Act or under any state securities or "blue sky" laws of any state of
      the United States, and, unless so registered, may not be offered or sold
      in the United States or, directly or indirectly, to U.S. Persons, except
      in accordance with the provisions of Regulation S, pursuant to an
      effective registration statement under the 1933 Act, or pursuant to an
      exemption from, or in a transaction not subject to, the registration
      requirements of the 1933 Act and in each case only in accordance with
      applicable state securities laws;

	 	 	 
	 	(c) 	
      the Company has not undertaken, and will have no
      obligation, to register any of the Securities under the 1933
Act;

	 	 	 
	 	(d) 	
      the Optionee has received and carefully read this
      Agreement and the public information which has been filed with the SEC in
      compliance or intended compliance with applicable securities legislation
      (collectively, the "Company Information");

	 	 	 
	 	(e) 	
      the decision to execute this Agreement and acquire the
      Securities hereunder has not been based upon any oral or written
      representation as to fact or otherwise made by or on behalf of the
      Company, and such decision is based entirely upon a review of the Company
      Information (the receipt of which is hereby acknowledged);

	 	 	 
	 	(f) 	
      no securities commission or similar regulatory authority
      has reviewed or passed on the merits of the Securities;

	 	 	 
	 	(g) 	
      there is no government or other insurance covering the
      Securities;

	 	 	 
	 	(h) 	
      there are risks associated with an investment in the
      Securities;

	 	 	 
	 	(i) 	
      the Company has advised the Optionee that the Company is
      relying on an exemption from the requirements to provide the Optionee with
      a prospectus and to sell the Securities







5

	 		
      through a person registered to sell securities under the
      Securities Act (British Columbia) (the "B.C. Act") and, as a
      consequence of acquiring the Securities pursuant to this exemption,
      certain protections, rights and remedies provided by the B.C. Act,
      including statutory rights of rescission or damages, will not be available
      to the Optionee;

	 	 	 
	 	(j) 	
      the Optionee has not acquired the Securities as a result
      of, and will not itself engage in, any "directed selling efforts" (as
      defined in Regulation S under the 1933 Act) in the United States in
      respect of the Securities which would include any activities undertaken
      for the purpose of, or that could reasonably be expected to have the
      effect of, conditioning the market in the United States for the resale of
      the Securities; provided, however, that the Optionee may sell or otherwise
      dispose of the Securities pursuant to registration thereof under the 1933
      Act and any applicable state and provincial securities laws or under an
      exemption from such registration requirements;

	 	 	 
	 	(k) 	
      the Optionee and the Optionee's advisor(s) (if
      applicable) have had a reasonable opportunity to ask questions of and
      receive answers from the Company in connection with the distribution of
      the Securities hereunder, and to obtain additional information, to the
      extent possessed or obtainable without unreasonable effort or expense,
      necessary to verify the accuracy of the information about the
    Company;

	 	 	 
	 	(l) 	
      the books and records of the Company were available upon
      reasonable notice for inspection, subject to certain confidentiality
      restrictions, by the Optionee during reasonable business hours at its
      principal place of business, and all documents, records and books in
      connection with the distribution of the Securities hereunder have been
      made available for inspection by the Optionee, the Optionee's attorney
      and/or advisor(s) (if applicable);

	 	 	 
	 	(m) 	
      the Company is entitled to rely on the representations
      and warranties and the statements and answers of the Optionee contained in
      this Agreement;

	 	 	 
	 	(n) 	
      the Optionee will indemnify and hold harmless the Company
      and, where applicable, its directors, officers, employees, agents,
      advisors and shareholders, from and against any and all loss, liability,
      claim, damage and expense whatsoever (including, but not limited to, any
      and all fees, costs and expenses whatsoever reasonably incurred in
      investigating, preparing or defending against any claim, lawsuit,
      administrative proceeding or investigation whether commenced or
      threatened) arising out of or based upon any representation or warranty of
      the Optionee contained herein or in any document furnished by the Optionee
      to the Company in connection herewith being untrue in any material respect
      or any breach or failure by the Optionee to comply with any covenant or
      agreement made by the Optionee to the Company in connection
    therewith;

	 	 	 
	 	(o) 	
      none of the Securities are listed on any stock exchange
      or automated dealer quotation system and no representation has been made
      to the Optionee that any of the Securities will become listed on any stock
      exchange or automated dealer quotation system; except that currently
      certain market makers make market in the common shares of the Company on
      the OTC Bulletin Board service of the National Association of Securities
      Dealers, Inc.;

	 	 	 
	 	(p) 	
      in addition to resale restrictions imposed under U.S.
      securities laws, there are additional restrictions on the Optionee's
      ability to resell the Securities under the B.C. Act and National
      Instrument 45-102 adopted by the British Columbia Securities
      Commission;







6

	 	(q) 	
      the Company will refuse to register any transfer of the
      Securities not made in accordance with the provisions of Regulation S,
      pursuant to an effective registration statement under the 1933 Act or
      pursuant to an available exemption from the registration requirements of
      the 1933 Act and in accordance with applicable state and provincial
      securities laws;

	 	 	 	 
	 	(r) 	
      the statutory and regulatory basis for the exemption
      claimed for the offer of the Securities, although in technical compliance
      with Regulation S, would not be available if the offering is part of a
      plan or scheme to evade the registration provisions of the 1933 Act or any
      applicable state and provincial securities laws;

	 	 	 	 
	 	(s) 	
      the Optionee has been advised to consult the Optionee's
      own legal, tax and other advisors with respect to the merits and risks of
      an investment in the Securities and with respect to applicable resale
      restrictions, and it is solely responsible (and the Company is not in any
      way responsible) for compliance with:

	 	 	 	 
	 		(i) 	
      any applicable laws of the jurisdiction in which the
      Optionee is resident in connection with the distribution of the Securities
      hereunder, and

	 	 	 	 
	 		(ii) 	
      applicable resale restrictions; and

	 	 	 	 
	 	(t) 	
      this Agreement is not enforceable by the Optionee unless
      it has been accepted by the Company.



4. Representations, Warranties and Covenants of the
Optionee

4.1 The Optionee hereby represents and warrants to and
covenants with the Company (which representations, warranties and covenants
shall survive the closing) that:

	 	(a) 	
      the Optionee is a director and executive officer of the
      Company;

	 	 	 
	 	(b) 	
      the Optionee has the legal capacity and competence to
      enter into and execute this Agreement and to take all actions required
      pursuant hereto;

	 	 	 
	 	(c) 	
      the Optionee has received and carefully read this
      Agreement;

	 	 	 
	 	(d) 	
      the Optionee has duly executed and delivered this
      Agreement and it constitutes a valid and binding agreement of the Optionee
      enforceable against the Optionee in accordance with its terms;

	 	 	 
	 	(e) 	
      the Optionee is not acquiring the Securities for the
      account or benefit of, directly or indirectly, any U.S. Person;

	 	 	 
	 	(f) 	
      the Optionee is not a U.S. Person;

	 	 	 
	 	(g) 	
      the Optionee is resident in the jurisdiction set out on
      page 1 of this Agreement;

	 	 	 
	 	(h) 	
      the acquisition of the Securities by the Optionee as
      contemplated in this Agreement complies with or is exempt from the
      applicable securities legislation of the jurisdiction of residence of the
      Optionee;







7

	 	(i) 	
      the Optionee is acquiring the Securities for investment
      only and not with a view to resale or distribution and, in particular, it
      has no intention to distribute either directly or indirectly any of the
      Securities in the United States or to U.S. Persons;

	 	 	 
	 	(j) 	
      the Optionee is outside the United States when receiving
      and executing this Agreement and is acquiring the Securities as principal
      for the Optionee's own account, for investment purposes only, and not with
      a view to, or for, resale, distribution or fractionalisation thereof, in
      whole or in part, and no other person has a direct or indirect beneficial
      interest in such Securities;

	 	 	 
	 	(k) 	
      the Optionee is not an underwriter of, or dealer in, the
      common shares of the Company, nor is the Optionee participating, pursuant
      to a contractual agreement or otherwise, in the distribution of the
      Securities;

	 	 	 
	 	(l) 	
      the Optionee (i) has adequate net worth and means of
      providing for his/her/its current financial needs and possible personal
      contingencies, (ii) has no need for liquidity in this investment, and
      (iii) is able to bear the economic risks of an investment in the
      Securities for an indefinite period of time, and can afford the complete
      loss of such investment;

	 	 	 
	 	(m) 	
      the Optionee is aware that an investment in the Company
      is speculative and involves certain risks, including the possible loss of
      the investment, and the Optionee has carefully read and considered the
      matters set forth under the caption "Risk Factors" appearing in the
      Company's various disclosure documents, filed with the SEC;

	 	 	 
	 	(n) 	
      the Optionee has the requisite knowledge and experience
      in financial and business matters as to be capable of evaluating the
      merits and risks of the investment in the Securities and the
    Company;

	 	 	 
	 	(o) 	
      the Optionee understands and agrees that the Company and
      others will rely upon the truth and accuracy of the acknowledgements,
      representations and agreements contained in this Agreement, and agrees
      that if any of such acknowledgements, representations and agreements are
      no longer accurate or have been breached, the Optionee shall promptly
      notify the Company;

	 	 	 
	 	(p) 	
      the Optionee acknowledges that the Optionee has not
      acquired the Securities as a result of, and will not itself engage in, any
      "directed selling efforts" (as defined in Regulation S under the 1933 Act)
      in the United States in respect of the Securities which would include any
      activities undertaken for the purpose of, or that could reasonably be
      expected to have the effect of, conditioning the market in the United
      States for the resale of the Securities; provided, however, that the
      Optionee may sell or otherwise dispose of the Securities pursuant to
      registration of the Securities pursuant to the 1933 Act and any applicable
      state and provincial securities laws or under an exemption from such
      registration requirements and as otherwise provided herein;

	 	 	 
	 	(q) 	
      the Optionee has made an independent examination and
      investigation of an investment in the Securities and the Company and has
      depended on the advice of its legal and financial advisors and agrees that
      the Company will not be responsible in anyway whatsoever for the
      Optionee's decision to invest in the Securities and the Company;

	 	 	 
	 	(r) 	
      the Optionee understands and agrees that none of the
      Options or the Optioned Securities have been or will be registered under
      the 1933 Act, or under any state securities or
"blue







8

	 		
      sky" laws of any state of the United States, and, unless
      so registered, may not be offered or sold except in accordance with the
      provisions of Regulation S, pursuant to an effective registration
      statement under the 1933 Act, or pursuant to an exemption from, or in a
      transaction not subject to, the registration requirements of the 1933 Act
      and in each case only in accordance with applicable state securities
      laws;

	 	 	 	 
	 	(s) 	
      it understands and agrees that the Company will refuse to
      register any transfer of the Optioned Securities not made in accordance
      with the provisions of Regulation S, pursuant to an effective registration
      statement under the 1933 Act or pursuant to an available exemption from,
      or in a transaction not subject to, the registration requirements of the
      1933 Act;

	 	 	 	 
	 	(t) 	
      the Optionee is not aware of any advertisement of any of
      the Securities and is not acquiring the Securities as a result of any form
      of general solicitation or general advertising including advertisements,
      articles, notices or other communications published in any newspaper,
      magazine or similar media or broadcast over radio or television, or any
      seminar or meeting whose attendees have been invited by general
      solicitation or general advertising; and

	 	 	 	 
	 	(u) 	
      no person has made to the Optionee any written or oral
      representations:

	 	 	 	 
	 		(i) 	
      that any person will resell or repurchase any of the
      Securities;

	 	 	 	 
	 		(ii) 	
      that any person will refund the purchase price of any of
      the Securities; or

	 	 	 	 
	 		(iii) 	
      as to the future price or value of any of the
      Securities.



4.2 In this Agreement, the term "U.S. Person" shall have the
meaning ascribed thereto in Regulation S promulgated under the 1933 Act and, for
the purpose of this Agreement, includes any person in the United States.

5. Acknowledgement and Waiver

5.1 The Optionee has acknowledged that the decision to purchase
the Securities was solely made on the basis of publicly available information
contained in the Company Information. The Optionee hereby waives, to the fullest
extent permitted by law, any rights of withdrawal, rescission or compensation
for damages to which the Optionee might be entitled in connection with the
distribution of any of the Securities.

6. Legending of Subject Securities

6.1 The Optionee hereby acknowledges that that upon the
issuance thereof, and until such time as the same is no longer required under
the applicable securities laws and regulations, the certificates representing
any of the Securities will bear a legend in substantially the following
form:

		
      THE SECURITIES REPRESENTED HEREBY HAVE BEEN
      OFFERED IN AN OFFSHORE TRANSACTION TO A PERSON WHO IS NOT A
      U.S. PERSON (AS DEFINED HEREIN) PURSUANT TO REGULATION S
      UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE
      "1933 ACT"). NONE OF THE SECURITIES REPRESENTED HEREBY HAVE BEEN
      REGISTERED UNDER THE 
	






9

		
      1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND,
      UNLESS SO REGISTERED, MAY NOT BE OFFERED OR SOLD, DIRECTLY OR
      INDIRECTLY, IN THE UNITED STATES (AS DEFINED HEREIN) OR TO U.S.
      PERSONS EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S
      UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT
      UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR
      IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION
      REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE
      WITH APPLICABLE STATE SECURITIES LAWS. IN ADDITION,
      HEDGING TRANSACTIONS INVOLVING THE
      SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE
      1933 ACT. "UNITED STATES" AND "U.S. PERSON" ARE AS DEFINED BY
      REGULATION S UNDER THE 1933 ACT. 
	


6.2 The Optionee hereby acknowledges and agrees to the Company
making a notation on its records or giving instructions to the registrar and
transfer agent of the Company in order to implement the restrictions on transfer
set forth and described in this Agreement.

7. British Columbia Resale Restrictions

7.1 The Optionee acknowledges that the Securities are subject
to resale restrictions in British Columbia and may not be traded in British
Columbia except as permitted by the B.C. Act and the rules made thereunder.

7.2 Pursuant to National Instrument 45-102, as adopted by the
BCSC, a subsequent trade in the Securities will be a distribution subject to the
prospectus and registration requirements of applicable Canadian securities
legislation (including the B.C. Act) unless certain conditions are met, which
conditions include a hold period (the "Canadian Hold Period") that shall have
elapsed from the date on which the Options were issued to the Optionee and,
during the currency of the Canadian Hold Period, any certificate representing
the Securities is to be imprinted with a restrictive legend (the "Canadian
Legend").

7.3 By executing and delivering this Agreement, the Optionee
will have directed the Company not to include the Canadian Legend on any
certificates representing the Securities to be issued to the Optionee.

7.4 As a consequence, the Optionee will not be able to rely on
the resale provisions of National Instrument 45-102, and any subsequent trade in
the Securities during or after the Canadian Hold Period will be a distribution
subject to the prospectus and registration requirements of Canadian securities
legislation, to the extent that the trade is at that time subject to any such
Canadian securities legislation.

8. Costs

8.1 The Optionee acknowledges and agrees that all costs and
expenses incurred by the Optionee (including any fees and disbursements of any
special counsel retained by the Optionee) relating to the acquisition of the
Securities shall be borne by the Optionee.




10

9. Governing Law

9.1 This Agreement is governed by the laws of the Province of
British Columbia and the federal laws of Canada applicable therein. The Optionee
irrevocably attorns to the jurisdiction of the courts of the Province of British
Columbia.

10. Survival

10.1 This Agreement, including without limitation the
representations, warranties and covenants contained herein, shall survive and
continue in full force and effect and be binding upon the parties hereto
notwithstanding the completion of the purchase of the shares underlying the
Options by the Optionee pursuant hereto.

11. Assignment

11.1 This Agreement is not transferable or assignable.

12. Counterparts and Electronic Means

12.1 This Agreement may be executed in several counterparts,
each of which will be deemed to be an original and all of which will together
constitute one and the same instrument. Delivery of an executed copy of this
Agreement by electronic facsimile transmission or other means of electronic
communication capable of producing a printed copy will be deemed to be execution
and delivery of this Agreement as of the date first above written.

13. Currency

13.1 Unless explicitly stated otherwise, all funds in this
Agreement are stated in United States dollars.

14. Severability

14.1 The invalidity or unenforceability of any particular
provision of this Agreement shall not affect or limit the validity or
enforceability of the remaining provisions of this Agreement.

15. Entire Agreement

15.1 Except as expressly provided in this Agreement and in the
agreements, instruments and other documents contemplated or provided for herein,
this Agreement is the only agreement between the Optionee and the Company with
respect to the Options, and this Agreement supersedes all prior and
contemporaneous oral and written statements and representations and contain the
entire agreement between the parties with respect to the Securities.

16. Effectiveness

16.1 This Agreement shall be deemed to be effective following
the delivery by the Optionee to the Company of two fully executed copies of this
Agreement.




11

IN WITNESS WHEREOF the parties hereto have duly executed
this Agreement as of the date first above written.

UPSTREAM BIOSCIENCES INC.

	By: 	/s/ Joel Bellenson 	 
	  	Authorized Signatory 	 



	WITNESSED BY: 	) 	  
	  	) 	  
	  	) 	  
	Name 	) 	  
	  	) 	  
	Address 	) 	/s/
      Dexster Smith 
	  	) 	DEXSTER SMITH 
	  	) 	  
	  	) 	  
	Occupation 	) 	  






APPENDIX A

	TO: 	Upstream Biosciences Inc. 
	  	Suite 100 – 570 West 7th Avenue 
	 	Vancouver, British
    Columbia  
	  	Canada 


Notice of Exercise

This Notice of Exercise shall constitute proper notice pursuant
to Section 1.6 of the Stock Option and Subscription Agreement dated as of March
16, 2007 (the "Agreement"), between the Company and the undersigned. The
undersigned hereby elects to exercise Optionee's option to
purchase____________________shares of the common stock of the Company at a price
of US$0.96 per share, for aggregate consideration of US$____________, on the
terms and conditions set forth in the Agreement. Such aggregate consideration,
in the form specified in Section 1.6 of the Agreement, accompanies this
notice.

The Optionee hereby directs the Company to issue, register and
deliver the certificates representing the shares as follows:

	Registration Information: 	 	Delivery Instructions: 
	 	 	 
	Name to appear on
      certificates 	 	Name
  
	 	 	 
	Address 	 	Address
    
	 	 	 
	 
    	 	  
	  	 	Telephone Number 


DATED at ____________________________________, the _______day
of______________, _______.

	 	 
	 	(Name of Optionee – Please type or print)

	 	 
	 	(Signature and, if applicable, Office) 
	 	 
	 	(Address of Optionee) 
	 	 
	 	(City, State, and Zip Code of Optionee) 
	 	 
	 	(Fax Number)