8-K

				UNITED STATES
		     SECURITIES AND EXCHANGE COMMISSION
			   Washington, D.C. 20549

				  FORM 8-K

			       CURRENT REPORT
   Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934


      Date of Report (Date of earliest event reported) August 31, 2009

				  000-52622
			  (Commission File Number)

		   GREEN PLANET BIOENGINEERING CO. LIMITED
		   _______________________________________
	   (Exact name of registrant as specified in its charter)


	Delaware					  37-1532842
(State or other jurisdiction 		      (IRS Employer Identification No.)
      of incorporation)

 18851 NE 29th Avenue, Suite 700, Aventura, FL 33180		      33180
	(Address of principal executive offices)		    (Zip Code)

				561-542-2604
	     Registrant's telephone number, including area code

		   _______________________________________
	    (Former name or address, if changed from last report)








	__Written communication pursuant to Rule 425 under the Securities Act
		(17 CFR 230.425)
	__Soliciting material pursuant to Rule 14a-12 under the Exchange Act
		(17CFR 240.14a-12)
	__Pre-commencement communications pursuant to Rule 14d-2(b) under the
		Exchange Act (17 CFR 240.14d-2(b)
	__Pre-commencement communications pursuant to Rule 13e-4(c) under the
		Exchange Act (17CFR 240.13e-4(c))


ITEM  2.03 	CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION
		UNDER AN OFF BALANCE SHEET ARRANGEMENT OF A REGISTRANT
_____________________________________________________________________________


Green Planet Bioengineering, Co., Ltd. ("Green Planet" and/or "Registrant")
obtained $300,000 of financing (the "Funding") from ONE Holdings, Corp.
("ONE"), its parent company, which Green Planet will use for general corporate
and working capital purposes.  This funding allows Green Planet to
comply with the initial registered capital requirements for FuJian Green Planet
Bioengineering Co., LTD. ("FuJian Green Planet"), its wholly foreign
owned subsidiary incorporated under the laws of the Peoples Republic of China.

The Funding provides for interest at a rate of 10% per annum. Interest shall
accrue commencing on September 1, 2009 and shall continue to accrue on
a daily basis until payment in full of the Funding. The Funding and interest
shall be due and payable as follows:  (i) Green Planet shall pay to ONE
equal quarterly payments of Seventy-Five Thousand and no/100 Dollars
(US$75,000) with the first of such payments on December 1, 2009; and (ii) the
unpaid balance of the Funding together with all accrued and unpaid interest
thereon shall be due and payable on the Maturity Date.  The "Maturity Date"
or "Due Date" as used in the loan document means the earlier of (i) a funding
(from a debt or equity raise) received by the Green Planet in an amount
equal to a minimum of 1.5 times the Funding, or (ii) three hundred sixty five
days (365) days from September 1, 2009. The Funding may be convertible
at the election of ONE into shares of Green Planet Common Stock at a price of
$0.50 per share.

ITEM 9.01 	EXHIBITS
_____________________________________________________________________________

(a)  Exhibits:


Exhibit No.	 	Description
9.1		Note between ONE Holdings, Corp. and Registrant
9.2		Purchase Agreement between ONE Holdings, Corp. and Registrant
9.3		Security Agreement between ONE Holdings, Corp., FuJian Green
			Planet and Sanming Huajian Bio-Engineering Co., Ltd.


________________________________________




						SIGNATURES

	Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.


 						Date: September 2, 2009




						By:  	/s/ Min Zhao
 							_______________________
							Min Zhao
 							Chief Executive Officer

EX-9.1

This Bridge Loan Note has not been registered under the Securities Act of
1933,as amended ("1933 Act"), or any state securities laws and, accordingly,
may notbe sold, offered for sale, pledged or hypotheticated or otherwise
transferred or disposed of, directly or indirectly, in the United States or
to a resident of the United States, except pursuant to (i) an effective
registration statement under the Act and any applicable state securities
laws, or (ii) an opinion of counsel for the Lender, reasonably satisfactory
to the Company that an exemption from registration under the Act and any
applicable state securities laws is available, or (iii) a no action letter
from the Securities and Exchange Commission that such registration is not
required.

				 US $300,000

		    GREEN PLANET BIOENGINEERING CO., LTD.

	   10% CONVERTIBLE BRIDGE LOAN NOTE DUE SEPTEMBER 1, 2010

	FOR VALUE RECEIVED, GREEN PLANET BIOENGINEERING CO., LTD. , a Delaware
corporation (the "Borrower" or the "Company") promises to pay to the order of
ONE Holdings, Corp. (the "Holder" or the "Lender") the principal amount of
Three Hundred Thousand and no/100 Dollars ($300,000) ("Principal Amount")
together with interest ("Interest") on the unpaid balance outstanding from
time to time at the rate (as set forth in Section 1 hereof) per annum on the
Maturity Date (as defined in Section 2).  The Principal Amount will bear
Interest until the day the Lender receives collected funds in full payment of
the Principal Amount and all unpaid Interest.  Borrower acknowledges that on
or about June 22, 2009, Fifty Thousand and no/100 Dollars (US$50,000) was
funded to Borrower which constitutes a portion of the Principal Amount and
which together with the funding of Two Hundred Thousand and no/100 Dollars
(US$250,000) on the date hereof comprise the total Principal Amount of Three
Hundred Thousand and no/100 Dollars (US$300,000) due from Borrower to Lender
under this 10% Convertible Bridge Loan Note (the "Note").  Capitalized terms
not otherwise defined herein shall have the meanings ascribed to them in the
Loan Agreement.  This Note may be prepaid in whole or in part at any time
prior to the Maturity Date subject to the premium set forth in Section 2.

1.	INTEREST.  "Interest" means an interest rate, based upon a 360 day
year with 12 thirty day months, equal to ten percent (10%) per annum.  From
and after the Due Date or the occurrence of an Event of Default described in
Section 4, the Interest Rate shall be increased as outlined under Section
4(b). Interest shall accrue commencing on September 1, 2009 (the "Issue Date")
and shall continue to accrue on a daily basis until payment in full of the
Principal Amount and all unpaid Interest has been made (whether before or
after the Maturity Date). Any payment shall be applied as provided in this
Section 1(a).

2.	PAYMENT.  The Principal Amount and Interest shall be due and payable
as follows:  (i) the Company shall pay to the Holder equal quarterly payments
of Seventy-Five Thousand and no/100 Dollars (US$75,000) with the first of
such payments on December 1, 2009; and (ii) the unpaid balance of the
Principal Amount together with all accrued and unpaid Interest thereon shall
be due and payable on the Maturity Date.  The "Maturity Date" or "Due Date"
as used in this Note means the earlier of (i) a funding (from a debt or equity
raise) received by the Company in an amount equal to a minimum of 1.5 times
the Principal Amount, or three hundred sixty five days (365) days from the
Issue Date.

	(a)	All payments of Principal Amount and Interest contemplated
	hereby to be made "in cash" shall be made in immediately available
	good funds of United States of America currency by wire transfer to
	an account designated in writing by the Holder to the Company (which
	account may be changed by notice similarly given).  For purposes of
	this Note, the phrase "date of payment" means the date good funds are
	received in the account designated by the notice which is then
	currently effective.

	(b)	Any payment made on account of the Note shall be applied in
	the following order of priority: (i) first, to any amounts due
	hereunder other than principal and accrued interest, (ii) then, to
	accrued interest through and including the date of payment, and (iii)
	then, to Principal Amount under this Note.

	(c)	If the Principal Amount and Interest payable under this Note
	are paid prior to the Maturity Date, the Company shall also pay to the
	Holder a premium equal to ten percent (10%) of the Principal Amount.

3.	CONVERSION OF THIS NOTE.  This Note shall be convertible at the
election of the Holder into shares of the Company's Common Stock on the terms
and conditions set forth in this Section 3.

	(a)	Conversion Right.  At any time or times on or after the Issue
	Date, the Holder shall be entitled to convert any portion of the
	outstanding and unpaid Conversion Amount (as defined below) into
	either (i) fully paid and non-assessable shares of the Company's
	Common Stock in accordance with Section 3(c) at the Conversion Rate
	(as defined below) or (ii) the debt or equity security or securities
	offered and sold by the Company in a private offering on the same
	terms and conditions as such debt or equity security or securities
	are sold to other investors, provided that the right to convert into
	securities offered in a private offering under this Section 3(a)(ii)
	shall terminate following the date that is thirty-one (31) days after
	the later of the (1) closing of such private offering and (2)
	delivery by the Company of all of the investment documents for such
	private offering to Holder.  The Company shall not issue any fraction
	of a share of Common Stock upon any conversion.  If the issuance would
	result in the issuance of a fraction of a share of Common Stock, the
	Company shall round such fraction of a share of Common Stock up to the
	nearest whole share.  The Company shall pay any and all taxes that may
	be payable with respect to the issuance and delivery of Common Stock
	upon conversion of any Conversion Amount (excluding any income taxes
	attributable to the Holder).

	(b)	Conversion Rate.  The number of shares of Common Stock
	issuable upon conversion of any Conversion Amount pursuant to Section
	3(a)(i) shall be determined by dividing (x) such Conversion Amount by
	(y) the Conversion Price (as defined below) (such quotient, the
	"Conversion Rate").

		(i)	"Conversion Amount" means the sum of (A) the portion
		of the Principal Amount to be converted or redeemed with
		respect to which this determination is being made and (B)
		accrued and unpaid Interest with respect to such portion of
		the Principal Amount.

		(ii)	"Conversion Price' means, as of any Conversion Date
		(as defined below) or other date of determination, and subject
		to adjustment as provided herein, $0.50 as such amount may be
		proportionately increased in the event the Common Stock is
		combined (by combination, reverse stock split or otherwise)
		into a smaller number of shares or decreased in the event the
		Common Stock is subdivided (by stock split, stock dividend or
		otherwise) into a greater number of shares.

	(c)	Mechanics of Conversion.  To convert any Conversion Amount
	into shares of Common Stock or such other securities issuable pursuant
	to conversion under Section 3(a)(ii) on any date (a "Conversion
	Date'), the Holder shall transmit by facsimile (or otherwise deliver)
	a copy of an executed notice of conversion in the form attached hereto
	as Exhibit I (the "Conversion Notice") to the Company and surrender
	this Note to the Company as soon as practicable on or following such
	date (or an indemnification undertaking with respect to this Note in
	the case of its loss, theft or destruction).  The Company shall issue
	and deliver to the address as specified in the Conversion Notice, a
	certificate, registered in the name of the Holder or its designee, for
	the number of shares of Common Stock to which the Holder shall be
	entitled, or certificates representing such other securities issuable
	pursuant to conversion under Section 3(a)(ii).  If the outstanding
	Principal Amount of this Note is greater than the Conversion Amount
	being converted, then the Company shall as soon as practicable and in
	no event later than five Business Days after receipt of this Note (the
	"Note Delivery Date") and at its own expense, issue and deliver to the
	Holder a new Note representing the outstanding Principal Amount not
	converted.  The person or persons entitled to receive the shares of
	Common Stock issuable upon a conversion of this Note or other
	securities issuable pursuant to conversion under Section 3(a)(ii)
	shall be treated for all purposes as the record holder or holders of
	such shares of Common Stock or other securities on the Conversion Date.

4.	RIGHTS UPON AN EVENT OF DEFAULT.

	(a)	An Event of Default.  Each of the following events shall
	constitute a "Default" or an "Event of Default":

		(i)	the Company's failure to pay to the Holder when due
		any quarterly payment required pursuant to Section 2 or
		failure to pay any portion of the Principal Amount together
		with accrued and unpaid Interest on the Maturity Date;

		(ii)	any default under any indebtedness of the Company in
		an amount equal to or greater than $50,000, in the aggregate,
		which is not cured within 90 calendar days of the occurrence
		of such default;

		(iii)	the Company or any of its Subsidiaries, pursuant to
		or within the meaning of Title 11, U.S. Code, or any similar
		Federal or state law for the relief of debtors (collectively,
		"Bankruptcy Law"), (A) commences a voluntary case, (B)
		consents to the entry of an order for relief against it in an
		involuntary case, (C) consents to the appointment of a
		receiver, trustee, assignee, liquidator or similar official (a
		"Custodian"), (D) makes a general assignment for the benefit
		of its creditors or (E) admits in writing that it is generally
		unable to pay its debts as they become due;

		(iv)	a court of competent jurisdiction enters an order or
		decree under any Bankruptcy Law that (A) is for relief
		against the Company or any of its Subsidiaries in an involuntary
		case, (B) appoints a Custodian of the Company or any of its
		Subsidiaries or (C) orders the liquidation of the Company or
		any of its Subsidiaries;

		(v)	a final judgment or judgments for the payment of
		money aggregating in excess of $10,000 are rendered against
		the Company or any of its Subsidiaries and which judgments are
		not,within 120 days after the entry thereof, bonded,
		discharged or stayed pending appeal, or are not discharged
		within 120 days after the expiration of such stay; or

		(vi)	the Company breaches in any material respect any
		representation, warranty, covenant or other term or condition
		of the Convertible Note Purchase Agreement of even date
		herewith ('Purchase Agreement"), this Note or any other
		Transaction Document and fails to cure the same within 30
		days after the Company's receipt of written notice of the
		same; or

		(vii)	if the Company or its subsidiaries fails to (1)
		maintain or remain compliant with the requirements under the
		Wholly Foreign Owned Enterprise ('WFOE") or SAFE required in
		the Peoples Republic of China, or (2) timely file all reports
		required to be filed by the Company with the Securities and
		Exchange Commission, or (3) remain a publicly traded
		corporation in the United States.

	(b)	Rights of the Holder upon an Event of Default.  Promptly upon
	the occurrence of an Event of Default, the Company shall deliver
	written notice of the Default via facsimile and overnight courier (a
	"Notice of Default') to the Holder.  Additionally, subject to the
	terms of the Purchase Agreement, upon any Event of Default (in
	addition to any other rights or remedies provided for under this
	Note), without notice by Lender to or demand by Lender to the
	Company, at the option of Lender or any holder hereof, all unpaid
	sums required to be paid hereunder, including all Principal Amount,
	accrued but unpaid Interest,fees and all other amounts due hereunder,
	shall become immediately due and payable. If an Event of Default
	relating to certain events of bankruptcy or insolvency of the Company
	occurs and is continuing, the unpaid Principal Amount and Interest
	due under this Note will become and be immediately due and payable
	without any declaration or other act on the part of Lender or any
	holder hereof. Upon an Event of Default, the Interest rate payable
	under this Note shall be increased to the rate of twenty-five (25%)
	percent per annum ('Default Interest"). Payments of the Default
	Interest shall be due every thirty (30) days following the occurrence
	Event of Default.  The acceptance by Lender of any partial payment
	made hereunder after the time any of Borrower's liabilities becomes
	due and payable will not establish a custom, or waive any rights of
	Lender to enforce prompt payment hereof.  A default under this Note
	shall, at the option of Lender, also constitute a default under the
	Purchase Agreement and other Loan Documents.  In addition to, and
	not in limitation of, the foregoing, a default under the Purchase
	Agreement and other Loan Documents shall, at the option of Lender,
	constitute a default under this Note.  Nothing contained herein
	shall be construed to restrict the exercise of any other rights or
	remedies granted to Lender hereunder or under the other Loan
	Documents upon the failure of Borrower to perform any provision
	hereof or of any provision of the other Loan Documents.

5.	TRANSFER.  The Holder of the Note, by acceptance hereof, agrees that
this Note is being acquired for investment and that such Holder will not
offer,sell or otherwise dispose of this Note except under circumstances which
will not result in a violation of the Securities Act of 1933, as amended,  or
any applicable state securities laws or foreign laws or similar laws relating
to the sale of securities.

6.	REMEDIES, CHARACTERIZATIONS, OTHER OBLIGATIONS, BREACHES AND
INJUNCTIVE RELIEF.  The remedies provided in this Note shall be cumulative
and in addition to all other remedies available under this Note and the
Purchase Agreement, at law or in equity (including a decree of specific
performance and/or other injunctive relief), and nothing herein shall limit
the Holder's right to pursue actual and consequential damages for any failure
by the Company to comply with the terms of this Note.  Amounts set forth or
provided for herein with respect to payments, conversion and the like (and
the computation thereof) shall be the amounts to be received by the Holder
and shall not, except as expressly provided herein, be subject to any other
obligation of the Company (or the performance thereof).  The Company
acknowledges that a breach by it of its  obligations hereunder will cause
irreparable harm to the Holder and that the remedy at law for any such breach
may be inadequate.  The Company therefore agrees that, in the event of any
such breach or threatened breach, the Holder shall be entitled, in addition
to all other available remedies, to an injunction restraining any breach,
without the necessity of showing economic loss and without any bond or other
security being required.

7.	PAYMENT OF COLLECTION, ENFORCEMENT AND OTHER COSTS.  If (a) this Note
is placed in the hands of an attorney for collection or enforcement or is
collected or enforced through any legal proceeding or the Holder otherwise
takes action to collect amounts due under this Note or to enforce the
provisions of this Note or (b) there occurs any bankruptcy, reorganization,
receivership of the Company or other proceedings affecting Company creditors'
rights and involving a claim under this Note, then the Company shall pay the
costs incurred by the Holder for such collection, enforcement or action or in
connection with such bankruptcy, reorganization, receivership or other
proceeding, including but not limited to attorneys fees and disbursements.

8.	CONSTRUCTION; HEADINGS.  This Note shall be deemed to be jointly
drafted by the Company and the Lender and shall not be construed against any
person as the drafter hereof.  The headings of this Note are for convenience
of reference and shall not form part of, or affect the interpretation of,
this Note.

9.	FAILURE OR INDULGENCE NOT WAIVER.  No failure or delay on the part of
the Holder in the exercise of any power, right or privilege hereunder shall
operate as a waiver thereof, nor shall any single or partial exercise of any
such power, right or privilege preclude other or further exercise thereof or
of any other right, power or privilege.

10.	NOTICES; PAYMENTS.

	(a)	Notices.  The Company shall provide the Holder with prompt
	written notice of all actions taken pursuant to this Note, including
	in reasonable detail a description of such action and the reason
	therefor.  Without limiting the generality of the foregoing, the
	Company will give written notice to the Holder (i) immediately upon
	any adjustment of the Conversion Price, setting forth in reasonable
	detail, and certifying, the calculation of such adjustment and (ii)
	at least twenty days prior to the date on which the Company closes its
	books or takes a record (A) with respect to any dividend or
	distribution upon the Common Stock, (B) with respect to any pro rata
	subscription offer to holders of Common Stock or (C) for determining
	rights to vote with respect to any Change of Control, dissolution or
	liquidation.

	(b)	Payments.  Whenever any payment of cash is to be made by the
	Company to the Holder pursuant to this Note, such payment shall be
	made in lawful money of the United States of America by a check drawn
	on the account of the Company and sent via overnight courier service
	to the Holder at such address as previously provided to the Company in
	writing; provided that the Holder may elect to receive a payment of
	cash via wire transfer of immediately available funds by providing the
	Company with prior written notice setting out such request and the
	Holder's wire transfer instructions.  Whenever any amount expressed to
	be due by the terms of this Note is due on any day which is not a
	Business Day, the same shall instead be due on the next succeeding day
	which is a Business Day with interest paid on any such amount through
	the date on which such payment is actually made.

11.	WAIVER OF NOTICE.  To the extent permitted by law, the Company hereby
waives demand, notice, protest and all other demands and notices in connection
with the delivery, acceptance, performance, default or enforcement of this
Note and the Purchase Agreement.

12.	JURY TRIAL WAIVER.   The Company and the Holder hereby waive a trial
by jury in any action, proceeding or counterclaim brought by either of the
Parties hereto against the other in respect of any matter arising out of or
in connection with this Note.

13.	HIGHEST LAWFUL RATE.  In the event for any reason, any payment by or
act of the Company or the Holder shall result in payment of interest which
would exceed the limit authorized by or be in violation of the law of the
jurisdiction applicable to this Note, then ipso facto the obligation of the
Company to pay interest or perform such act or requirement shall be reduced to
the limit authorized under such law, so that in no event shall the Company be
obligated to pay any such interest, perform any such act or be bound by any
requirement which would result in the payment of interest in excess of the
limit so authorized.  In the event any payment by or act of the Company shall
result in the extraction of a rate of interest in excess of a sum which is
lawfully collectible as interest, then such amount (to the extent of such
excess not returned to the Company) shall, without further agreement or notice
between or by the Company or the Holder, be deemed applied to the payment of
principal, if any, hereunder immediately upon receipt of such excess funds by
the Holder, with the same force and effect as though the Company had
specifically designated such sums to be so applied to principal and the Holder
had agreed to accept such sums as an interest-free prepayment of this Note.
If any part of such excess remains after the principal has been paid in full,
whether by the provisions of the preceding sentences of this Section or
otherwise, such excess shall be deemed to be an interest-free loan from the
Company to the Holder, which loan shall be payable immediately upon demand
by the Company.

14.	GOVERNING LAW.  This Note shall be construed and enforced in
accordance with, and all questions concerning the construction, validity,
interpretation and performance of this Note shall be governed by, the internal
laws of the State of Florida, without giving effect to any choice of law or
conflict of law provision or rule (whether of the State of Florida or any
other jurisdictions) that would cause the application of the laws of any
jurisdictions other than the State of Florida.

15.	ABSOLUTE AND UNCONDITIONAL OBLIGATION OF THE COMPANY.  No provision of
this Note shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal of, and interest on, this
Note at the time, place, and rate, and in the coin or currency, as herein
prescribed.  This Note is a direct obligation of the Company.

16.	Amendments.  No amendment or waiver of any provision of this Note, nor
consent to any departure by the Company herefrom, shall in any event be
effective unless the same shall be in writing and signed by the Holder, and
then such waiver or consent shall be effective only in the specific instance
and for the specific purpose for which given.

17. 	Notices.  All notices and other communications provided for hereunder
shall be in writing (including telecopier communication) and mailed,
telecopied, or delivered, to the Maker or the Holder, as applicable, at their
respective addresses specified on the signature page hereof, or, as to each
party, at such other address as shall be designated by such party in a
written notice to the other party. All such notices and communications shall,
when mailed or telecopied, be effective when deposited in the mails or
telecopied with receipt confirmed, respectively.


IN WITNESS WHEREOF, the Company has caused this Note to be duly executed as of
the Issuance Date set out above.

					GREEN PLANET BIOENGINEERING CO. LTD.

					By:
					Name: Min Zhao
					Title: CEO


								EXHIBIT I

			GREEN PLANET BIOENGINEERING CO., LTD.
				  CONVERSION NOTICE

Reference is made to the 10% CONVERTIBLE BRIDGE LOAN NOTE DUE September 1,
2010 (the "Note"), issued to the undersigned by Green Planet Bioengineering
Co., Ltd. (the "Company').  In accordance with and pursuant to the Note, the
undersigned hereby elects to convert the Conversion Amount (as defined in the
Note) of the Note indicated below into either (i) shares of Common Stock, par
value $0.001 per share (the "Common Stock") or (ii) other securities pursuant
to Section 3(a)(ii), of the Company as of the date specified below.

	Date of Conversion:

	Aggregate Conversion Amount:

If Converting into Common Stock
Please confirm the following information:

	Conversion Price:

	Number of shares of Common Stock to be issued:

If Converting into Other Securities
Please confirm the following information:

	Number and type of securities to be received:

Please issue the Common Stock or other securities into which the Note is
being converted in the following name and to the following address:

						Issue to:



						Facsimile Number:


						Authorization:

							By:
							Title:

							Dated:

EX-9.2

				CONVERTIBLE NOTE PURCHASE AGREEMENT

		This CONVERTIBLE NOTE PURCHASE AGREEMENT (this "Agreement"),
dated as of September 1, 2009, is by and between Green Planet Bioengineering
Co., Ltd., a Delaware corporation (the "Company"), and ONE Holdings, Corp., a
Florida corporation (the "Purchaser").

					   RECITALS

	A.	The Company and the Purchaser are executing and delivering this
Agreement in reliance upon the exemption from securities registration afforded
by Rule 506 of Regulation D ("Regulation D") as promulgated by the United
States Securities and Exchange Commission (the "SEC') under the Securities Act
of 1933, as amended (the "1933 Act").

	B.	The Company has authorized the issuance of a 10% Convertible
Bridge Note in the aggregate Principal Amount of $300,000 in the form attached
hereto as Exhibit A (the 'Note"), which Note provides, among other things, (i)
that the Note may, in the sole discretion of the Purchaser, be converted into
shares of the Company's Common Stock, at a price per share of $0.50 as may be
adjusted pursuant to the Note (the "Conversion Shares'), and (ii) for the
repayment of the Principal Amount and Interest in accordance with the terms of
the Note.

	C.	The Purchaser wishes to purchase the Note, upon the terms and
conditions stated in this Agreement.

					  AGREEMENTS

	NOW THEREFORE, in consideration of the mutual covenants and agreements
set forth herein and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties agree as follows:

					  ARTICLE 1
					 DEFINITIONS

		Section 1.1.	Definitions in Other Transaction Documents.
Any term defined in the Note shall have the meaning as therein defined unless
otherwise defined herein.

		Section 1.2.	Definitions.  As used in this Agreement, the
following terms have the meanings indicated:

		"Acquisition" means any transaction or series of related
transactions for the purpose of or resulting, directly or indirectly, in (a)
the acquisition of all or substantially all of the assets of a Person, or of
any business or division of a Person, or (b) a merger or consolidation or any
other combination with another Person.
		"Affiliate" for purposes hereof means, with respect to any
Person, another Person that, directly or indirectly, (i) has a 10% or more
equity interest in that Person, (ii) has 10% or more common ownership with that
Person, (iii) controls that Person, (iv) is controlled by that Person or (v) is
under common control with that Person.
		"Business Day" means any day other than Saturday and Sunday and
any other day on which banking institutions in the State of Florida are
required or authorized by law to close.
		"Change of Control" means:

			(i)	a sale or transfer of all or substantially all
	of the assets of the Company on a consolidated basis (computed on the
	basis of book value, determined in accordance with generally accepted
	accounting principles consistently applied, or fair market value, as
	determined by the Board of Directors of the Company in its reasonable
	good faith judgment) in any transaction or series of related
	transactions;

			(ii)	any merger, consolidation or reorganization to
	which the Company is a party, except for a merger, consolidation or
	reorganization in which after giving effect to such merger,
	consolidation or reorganization, the holders of the Company's
	outstanding capital stock (on a fully-diluted basis) immediately prior
	to the merger, consolidation or reorganization will own immediately
	following such merger, consolidation or reorganization, a number of
	shares of the Company's outstanding capital stock (on a fully diluted
	basis) having the ordinary voting power to elect a majority of the
	members of the Board of Directors of the Company; or

			(iii)	the consummation of a public offering of Common
	Stock pursuant to a registration statement declared effective by the
	SEC pursuant to a registration statement on Form S-1 or similar Form.

		"Common Stock" means the common stock, par value $0.001 per
share, of the Company.

		"Common Stock Equivalents" means debt or equity securities of
the Company that are convertible into or exercisable or exchangeable for shares
of Common Stock.

		"Contingent Obligation" means, as to any Person, any direct or
indirect liability, contingent or otherwise, of that Person with respect to any
indebtedness, lease, dividend or other obligation of another Person if the
primary purpose or intent of the Person incurring such liability, or the
primary effect thereof, is to provide assurance to the obligee of such
liability that such liability will be paid or discharged, or that any
agreements relating thereto will be complied with, or that the holders of such
liability will be protected (in whole or in part) against loss with respect
thereto.

		"Control" or "controls" for purposes hereof means that a Person
has the power, direct or indirect, to conduct or govern the policies of another
Person.

		"Family Group" means, with respect to an individual, such
individual's spouse and descendants (whether natural or adopted) and any trust,
partnership, corporation or other entity solely for the benefit of such
individual and/or such individual's spouse and/or descendants.

		"GAAP" means the United States generally accepted accounting
principals, consistently applied.

		"Indebtedness" of any Person means, without duplication (A) all
indebtedness for borrowed money, (B) all obligations issued, undertaken or
assumed as the deferred purchase price of property or services (other than
trade payables entered into in the ordinary course of business), (C) all
reimbursement or payment obligations with respect to letters of credit, surety
bonds and other similar instruments, (D) all obligations evidenced by notes,
bonds, debentures or similar instruments, including obligations so evidenced
incurred in connection with the acquisition of property, assets or businesses,
(E) all indebtedness created or arising under any conditional sale or other
title retention agreement, or incurred as financing, in either case with
respect to any property or assets acquired with the proceeds of such
indebtedness (even though the rights and remedies of the seller or bank under
such agreement in the event of default are limited to repossession or sale of
such property), (F) all monetary obligations under any leasing or similar
arrangement which, in connection with GAAP, consistently applied for the
periods covered thereby, is classified as a capital lease, (G) all indebtedness
referred to in clauses (A) through (F) above secured by (or for which the
holder of such Indebtedness has an existing right, contingent or otherwise, to
be secured by) any mortgage, lien, pledge, change, security interest or other
encumbrance upon or in any property or assets (including accounts and contract
rights) owned by any Person, even though the Person which owns such assets or
property has not assumed or become liable for the payment of such indebtedness,
and (H) all Contingent Obligations in respect of indebtedness or obligations of
others of the kinds referred to in clauses (A) through (G) above.

		"Person" means an individual, corporation, partnership, joint
venture, limited liability company, trust, or unincorporated organization, or a
government or any agency or political subdivision thereof, or any other entity
or business form.

		"Private Offering" means the sale by the Company of Common
Stock, Common Stock Equivalents, or other securities of Company in one or more
transactions primarily intended to raise capital in which the aggregate gross
proceeds received by the Company equals or exceeds 1.5 times the Principal
Amount as defined in the Note (excluding the proceeds from the sale of the Note
and the exchange of the Note for Common Stock.

		"SEC" means the United States Securities and Exchange
Commission.

		"Subsidiaries" means any entity in which the Company, directly
or indirectly, owns capital stock or holds an equity or similar interest.

		"Transaction Documents" means each of this Agreement and the
Note each dated as of the date hereof or as of the Closing Date.

The foregoing definitions shall be equally applicable to both the singular and
plural forms of the defined terms.  The use of the word "including" herein
shall be interpreted to mean "including, without limitation,' unless the
context clearly requires another interpretation.

					  ARTICLE 2
				      PURCHASE OF NOTE

		Section 2.1.	Purchase of Note.  Subject to the satisfaction
(or waiver) of the terms and conditions set forth herein, including those set
forth in Sections 6.1(a) and 6.2(a) below, the Purchaser shall purchase the
Note in the aggregate principal amount of $300,000.  The Company and the
Purchaser acknowledge and agree that on June 22, 2009, US$50,000 was funded to
the Company, which amount together with US$250,000 to be funded within five (5)
days of the Closing shall constitute the full amount of the purchase price
("Purchase Price") for the Note and the aggregate Principal Amount due from the
Company to Purchaser under the Note.

		Section 2.2.	Closing Date. Subject to satisfaction (or
waiver) of the conditions to the Closing set forth in Section 6.1(a) and 6.2(a)
(or such other date as is mutually agreed to by the Company and the Purchaser),
the closing shall occur at 10:00 a.m. Florida Time, on September 1, 2009 (the
"Closing Date").  The Closing shall occur at the offices of the Purchaser 18101
Collins Avenue, Suite 5207, Sunny Isles Beach, FL, 33160.

		Section 2.3 	Form of Payment.  Within five (5) days from the
Closing Date (i) the Purchaser shall pay the balance of US$250,000 of the
Purchase Price to the Company for the Note to be issued and sold to the
Purchaser at the Closing, by wire transfer of immediately available funds in
accordance with the Company's written wire instructions, and (ii) the Company
shall deliver to the Purchaser the Note in the Principal Amount of $300,000
duly executed on behalf of the Company and registered in the name of the
Purchaser or its designee.

					  ARTICLE 3
			REPRESENTATIONS AND WARRANTIES OF THE COMPANY

		The Company represents and warrants to the Purchaser that:

		Section 3.1.	Organization of the Company.  The Company is a
corporation duly organized, validly existing and in good standing under the
laws of the jurisdiction in which it is incorporated as set forth on Schedule
3.1, and has the requisite corporate power and authority to own, use, lease and
license its assets and its properties and to carry on its businesses as now
being conducted.  The Company is duly qualified as a foreign corporation to do
business and is in good standing in every jurisdiction in which its ownership
of property or the nature of the business conducted by it makes such
qualification necessary, except to the extent that the failure to be so
qualified or be in good standing would not have a Material Adverse Effect.  As
used in this Agreement, "Material Adverse Effect" means any material adverse
effect on the business, properties, assets, operations, results of operations,
financial condition or prospects of the Company and its Subsidiaries, taken as
a whole, or on the transactions contemplated hereby or by the agreements and
instruments to be entered into in connection herewith, or on the authority or
ability of the Company to perform its obligations under this Agreement and the
other Transaction Documents.

		Section 3.2.	Authority.  The Company has all requisite power
and authority to enter into this Agreement and the other Transaction Documents
to which it is a party and to consummate the transactions contemplated hereby
and thereby.  The execution and delivery of the this Agreement and the other
Transaction Documents and the consummation of the transactions contemplated
hereby and thereby have been duly authorized by all necessary corporate action
on the part of the Company, and no further action is required on the part of
the Company to authorize this Agreement or the other Transaction Documents or
the transactions contemplated hereby and thereby.  This Agreement and the other
Transaction Documents have been duly executed and delivered by the Company and
constitutes the valid and binding obligations of the Company enforceable
against the Company in accordance with their terms, except as such
enforceability may be limited by general principles of equity or applicable
bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws
relating to, or affecting generally, the enforcement of creditors' rights and
remedies.

		Section 3.3	Issuance of Securities.  The Note has been duly
authorized and, upon issuance in accordance with the terms hereof, shall be
free from all taxes, liens and charges with respect to the issue thereof.  At
least 1,000,000 shares of Common Stock have been duly authorized and reserved
for issuance upon conversion of the Note.  Upon conversion in accordance with
the Note, the Conversion Shares will be validly issued, fully paid and
non-assessable and free from all taxes, liens and charges with respect to the
issue thereof, with the holders being entitled to all rights accorded to a
holder of Common Stock.

		Section 3.4.	No Conflicts.  The execution, delivery and
performance of this Agreement and the other Transaction Documents by the
Company and the consummation by the Company of the transactions contemplated
hereby and thereby (including, without limitation, the reservation for issuance
and issuance of the Conversion Shares) will not (i) result in a violation of
the Company's Articles of Incorporation or the Bylaws or (ii) in any material
way conflict with, or constitute a default (or an event which with notice or
lapse of time or both would become a default) under, or give to others any
rights of termination, amendment, acceleration or cancellation of, any material
agreement, indenture or instrument to which the Company is a party or by which
it or its assets are bound, or (iii) result in a violation of any order,
judgment or decree applicable to the Company or by which any property or asset
of the Company is bound or affected which would have a Material Adverse Effect.

		Section 3.5.	Government Approvals.  Except for filings, if
any, required by state securities laws, to the best of the Company's knowledge,
no authorization, consent, approval, license, qualification or formal exemption
from, nor any filing, declaration or registration with, any court, governmental
agency, regulatory authority or political subdivision thereof, any securities
exchange or any other Person is required in connection with the execution,
delivery or performance of the obligations thereunder by the Company of this
Agreement or the other Transaction Documents to which it is a party.

		Section 3.6 	Equity Capitalization.  All of such outstanding
shares havebeen validly issued and are fully paid and non-assessable and none
of suchshares were, offered or sold by the Company in violation of any
applicablefederal or state securities or blue sky laws or the rules and
regulations thereunder or any statutory or contractual preemptive rights or any
other similar rights.  Except as disclosed in Schedule 3.6: (i) the issuance of
the Note and the Conversion Shares are not subject to preemptive rights or any
other similar rights or any liens or encumbrances suffered or permitted by the
Company; (ii) there are no outstanding options, warrants, scrip, rights to
subscribe to, calls or commitments of any character whatsoever relating to, or
securities or rights convertible into, any shares of capital stock of the
Company, or contracts, commitments, understandings or arrangements by which the
Company  or any of its Subsidiaries is or may become bound to issue additional
shares of capital stock of the Company or options, warrants, scrip, rights to
subscribe to, calls or commitments of any character whatsoever relating to, or
securities or rights convertible into, any shares of capital stock of the
Company; (iii) there are no agreements or arrangements under which the Company
is obligated to register the sale of any of their securities under the 1933
Act; (iv) there are no outstanding securities or instruments of the Company
which contain any redemption or similar provisions, and there are no contracts,
commitments, understandings or arrangements by which the Company is or may
become bound to redeem a security of the Company; (v) there are no securities
or instruments containing anti-dilution or similar provisions that will be
triggered by the issuance of the Note or Conversion Shares; and (vi) the
Company does not have any stock appreciation rights or "phantom stock" plans
or agreements or any similar plan or agreement.  The Company has furnished to
the Purchaser true and correct copies of the Company's Articles of
Incorporation, as amended and as in effect on the date hereof (the "Articles of
Incorporation"), and the Company's Bylaws, as amended and in effect on the date
hereof (the "Bylaws'), and true and correct detailed descriptions of the terms
of all securities convertible into or exercisable for Common Stock and of the
material rights of the holders thereof in respect thereto.

		Section 3.7	Transactions With Affiliates.  Except as set
forth on Schedule 3.7 and other than the grant of stock options disclosed on
Schedule 3.6, none of the officers, directors, or stockholders of the Company
is presently a party to any transaction with the Company, including any
contract, agreement or other arrangement providing for the furnishing of
services to or by, providing for rental of real or personal property to or
from, or otherwise requiring payments to or from any such officer, director or
stockholders or, to the knowledge of the Company, any corporation, partnership,
trust or other entity in which any such officer, director, or stockholders has
a substantial interest or is an officer, director, trustee or partner.

		Section 3.8	Financial Statements.  The financial
statements, including the balance sheet of the Company as of December 31, 2008
(the "Balance Sheet"), together with the statement of operations and statement
of cash flows for the year ended December 31, 2008 (the "Financial Statements")
filed by the Company with the U.S. Securities and Exchange Commission have been
prepared in accordance with GAAP and in all material respects fairly and
accurately present the financial position, results of operations and cash flows
of the Company as of the dates and for the periods reported.

		Section 3.9	Absence of Undisclosed Liabilities.  The
Company does not have any material debts, liabilities or obligations of any
nature arising out of any transaction at or prior to the Closing, or any state
of facts or condition existing at or prior to the Closing, except (a) to the
extent reflected and accrued for or reserved against in the Financial
Statements, (b) for liabilities specifically delineated on Schedule 3.9, and
(c) for liabilities and obligations which have arisen after the date of the
latest Financial Statements in the ordinary course of business consistent with
past custom and practice.

		Section 3.10	Indebtedness and Other Contracts.  Except as
disclosed in Schedule 3.10, the Company (i) has no outstanding Indebtedness,
(ii) is not a party to any contract, agreement or instrument, the violation of
which, or default under which, by the other party(ies) to such contract,
agreement or instrument would result in a Material Adverse Effect, (iii) is not
in violation in any material respect of any term of or in default under any
contract, agreement, instrument or Indebtedness, or (iv) is not a party to any
contract, agreement or instrument, the performance of which, in the judgment of
the Company's officers, has or is expected to have a Material Adverse Effect.

		Section 3.11	Absence of Litigation.  To the best of the
Company's knowledge, there is no action, suit, proceeding, inquiry or
investigation before or by any court, public board, government agency,
self-regulatory organization or body pending or, threatened against or
affecting the Company which would have a Material Adverse Effect.

		Section 3.12	Title.  The Company has good and marketable
title in fee simple to all real property and good and marketable title to all
personal property owned by it, in each case free and clear of all liens,
encumbrances and defects except such as are described in Schedule 3.12. Any
real property and facilities held under lease by the Company is held by it
under valid, subsisting and enforceable leases with such exceptions as are not
material and do not interfere with the use made and proposed to be made of such
property and buildings by the Company.

		Section 3.13	Intellectual Property Rights.  To the knowledge
of the Company's executive officers, without inquiry, no product or service
marketed or sold (or proposed to be marketed or sold) by the Company violates
any license or infringes any intellectual property rights of any other party.
The Company has not received any communications alleging that the Company has
violated or, by conducting its business, would violate any of the patents,
trademarks, service marks, trade names, copyrights, trade secrets, mask works
or other proprietary rights or processes of any other Person.  To the knowledge
of the Company's executive officers, without inquiry, it will not be necessary
to use any inventions of any of its employees or consultants (or Persons it
currently intends to hire) made prior to their employment by the Company.
Section 3.14  No Material Adverse Change.  Since December 31, 2008, there has
not been any material adverse change, or any event or development which,
individually or together with other such events, could result in a material
adverse change, in the business, properties, assets, operations, results of
operations, financial condition or prospects of the Company or any of its
Subsidiaries.

		Section 3.15	Brokers.  The Company has dealt with no broker,
finder, commission agent, or other similar person in connection with the offer
or sale of the Securities, and the transactions contemplated by this Agreement,
and is under no obligation to pay any broker's fee, finder's fee, or commission
in connection with such transactions.

		Section 3.16	Full Disclosure.  No representation or warranty
made by the company in this Agreement and no certificate or document furnished
or to be furnished to the Purchaser pursuant to this Agreement contains or will
contain any untrue statement of a material fact, or omits or will omit to state
a material fact necessary to make the statements contained herein or therein
not misleading.

					  ARTICLE 4
			REPRESENTATIONS AND WARRANTIES OF THE PURCHASER

		Section 4.1	Authority.  The Purchaser has all requisite
power and authority to enter into this Agreement and the other Transaction
Documents and to consummate the transactions contemplated hereby and thereby.
The execution and delivery of this Agreement and the other Transaction
Documents and the consummation of the transactions contemplated hereby and
thereby have been duly authorized by all necessary corporate action on the part
of the Purchaser, and no further action is required on the part of the
Purchaser to authorize this Agreement or the other Transaction Documents or the
transactions contemplated hereby and thereby.

		Section 4.2	Purchase Entirely for Own Account.  The Note
and the Conversion Shares, if any (collectively the "Securities") will be
acquired by the Purchaser for investment for its own account, not as nominee or
agent, and not with a view to the resale or distribution of any part thereof in
violation of the 1933 Act and for investment purposes only.  No other person
has or will have a direct or indirect beneficial interest in the securities,
except for owners and beneficiaries of the Purchaser.  The Purchaser agrees not
to sell, hypothecate or otherwise transfer the Purchaser's securities unless
the securities are registered under federal and applicable state securities
laws or unless, the Purchaser shall have first delivered to the Company a
written opinion of counsel (concurred with by counsel to the Company) to the
effect that the proposed sale or transfer is exempt from the registration
provisions of the Act and all applicable state securities laws.

		Section 4.3	Restricted Securities.  The Purchaser
understands that the Securities are characterized as "restricted securities"
under the federal securities laws inasmuch as they are being acquired from
the Company in a transaction not involving a public offering and that under
such laws and applicable regulations such securities may not be resold without
registration under the 1933 Act or any other applicable securities laws except
in certain limited circumstances.

		Section 4.4	Accredited Purchaser Status.  The Purchaser
represents to the Company that it is (i) an "accredited investor" within the
meaning of Rule 501of Regulation D promulgated under the 1933 Act (ii)
experienced in making investments of the kind described in this Agreement and
the related documents, (iii) able, by reason of the business and financial
experience of its officers and/or managers and professional advisors (who are
not affiliated with or compensated in any way by the Company or any of its
affiliates or selling agents), to protect its own interests in connection with
the transactions described in this Agreement, and the related documents, and
(iv) able to afford the entire loss of its investment in the securities being
purchased by the Purchaser from the Company.

		Section 4.5	Securities to be Legended.  The Purchaser
understands that the Securities will bear a legend on the face thereof (or on
the reverse thereof with reference to such legend on the face thereof) as
follows:

		"THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED
		UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE
		STATE SECURITIES LAWS.  THE SECURITIES MAY NOT BE OFFERED FOR
		SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF (A)
		REGISTRATION OF THE SECURITIES UNDER THE SECURITIES ACT OF
		1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS OR (B)
		AN EXEMPTION FROM SUCH REGISTRATION UNDER SAID ACT OR
		APPLICABLE STATE SECURITIES LAWS."

The legend set forth above shall be removed and the Company shall issue a
certificate without such legend to the holder of the Securities upon which it
is stamped, if (i) such Securities are registered for sale under the 1933 Act,
or (ii) such holder provides the Company with reasonable assurances that the
Securities can be sold, assigned or transferred pursuant to Rule 144
promulgated under the 1933 Act.

		Section 4.6	Company Information and Financials.  The
Purchaser has received and carefully reviewed the Company's Disclosure
Materials, including the Financial Statements. The Purchaser has had a
reasonable opportunity to ask questions of and receive answers from the Company
concerning the Company, and all such questions, if any, have been answered to
the full satisfaction of the Purchaser.  The Purchaser has had the opportunity
to receive and review all other relevant documents concerning the Company.
The Purchaser has such knowledge and expertise in financial and business
matters that the Purchaser is capable of evaluating the merits and risks
involved in an investment in the securities purchased hereunder and
acknowledges that an investment in the securities purchased hereunder entails a
number of  significant risks, and Company should only be invested if the
Purchaser is able to withstand the total loss of Purchaser's  investment.
Except as set forth in this Agreement, no representations or warranties have
been made to the Purchaser by the Company or any agent, employee or affiliate
of the Company and in entering into this transaction the Purchaser is not
relying upon any information, other than the results of an independent
investigation by the Purchaser or Purchaser's representative.

		Section 4.7	Risk Factors. The Purchaser understands that
such Purchaser's investment in the Securities involves a high degree of risk.
The Purchaser warrants that such Purchaser is able to bear the complete loss of
such Purchaser's investment in the Securities.

		Section 4.8	Brokers.  The Purchaser has dealt with no
broker, finder, commission agent, or other similar person in connection with
the offer or sale of the Securities, and the transactions contemplated by this
Agreement, and is under no obligation to pay any broker's fee, finder's fee, or
commission in connection with such transactions.

		Section 4.9	Unregistered, Restricted Securities.  The
Purchaser understands that the Securities have not been registered under the
1933 Act or the securities laws of any state, based upon an exemption from such
registration requirements for non-public offerings pursuant to Section 4(2) of
the 1933 Act, or other exemptions thereunder, Regulation D of the 1933 Act and
under such exemptive provisions of state securities laws.  The Purchaser
understands that the Securities are being offered and sold expressly
conditioned upon the satisfaction of specific exemptions from the securities
registration requirements of federal and state securities laws and that the
Company is relying upon the truth and accuracy of the representations,
warranties, agreements, acknowledgments and understandings of the Purchaser set
forth herein in order to determine the applicability of such exemptions and the
suitability of the Purchaser to acquire the Securities.

		Section 4.10   Compliance with Law.  The Purchaser's trading
activities with respect to shares of the Company's common stock will be in
compliance with all applicable state and federal securities laws, rules and
regulations.

		Section 4.11	  Full Disclosure.  No representation or
warranty made by the Purchaser in this Agreement and no certificate or document
furnished or to be furnished to the Company pursuant to this Agreement contains
or will contain any untrue statement of a material fact, or omits or will omit
to state a material fact necessary to make the statements contained herein or
therein not misleading. Except as set forth or referred to in this Agreement,
Purchaser does not have any agreement or understanding with any person relating
to acquiring, holding, voting or disposing of any equity securities of the
Company.

					  ARTICLE 5
				      CERTAIN COVENANTS

		Section 5.1. Restrictions.  For so long as the Note is
outstanding, the Company shall not without the prior written consent of the
Purchaser issue any capital stock of form of debt that has a maturity date or
becomes due and payable or redeemable prior to the Maturity Date (as defined in
the Note) or that is senior to the Note.

		Section 5.2	Corporate Existence.  So long as the Note is
outstanding, the Company shall maintain its corporate existence and shall not
voluntarily liquidate, dissolve or effect a recapitalization or reorganization
in any form of transaction, without the prior written consent of the holders of
a majority of the aggregate principal amount outstanding under the Note.  If
the Company shall request the consent of the Purchaser hereunder and the
Purchaser shall not have either provided or denied such consent within 5
business days after the Company's request, then the Purchaser shall have been
deemed to have provided the consent requested.

		Section 5.3	Transactions With Affiliates. So long as any
Note is outstanding, the Company shall not enter into, amend, modify or
supplement any agreement, transaction, commitment or arrangement with any of
its officers, directors, persons who were officers or directors of the Company
at any time during the previous year, stockholders who beneficially own 10% or
more of the Common Stock or any other class of equity of the Company, or
Affiliates of the Company or with any individual related by blood, marriage or
adoption to any such individual or with any entity in which any such entity or
individual owns a 10% or more beneficial interest, except for any agreement,
transaction, commitment or arrangement that is approved by a majority of the
directors of the Company.

		Section 5.4	Reservation of Shares.  The Company shall take
all action necessary to at all times have authorized, and reserved for the
purpose of issuance, no less than 100% of the number of shares of Common Stock
needed to provide for the issuance of the Conversion Shares upon conversion of
the Note.

		Section 5.5	Other Information.  So long as the Note remains
outstanding, and so long as there shall not have been a Change of Control, the
Company will deliver to any holder of the Note with reasonable promptness, all
such other data and information as from time to time may be reasonably
requested by the Purchaser or such other data as the Company may from time to
time furnish to any of the holders of its securities; provided, that any
information that the Company indicates is confidential shall be kept
confidential by the Purchaser.

		Section 5.6	Inspection Rights.  So long as there shall
not have been a Change of Control, the Purchaser, upon giving prior written
notice to the Company, shall have reasonable access to the Company's books and
records, the Purchaser or holder may, at its own expense, make copies of all
such books and records.

		Section 5.7	Re-issuance of Note.

		(a)	Transfer of the Note.  If the Note issued hereunder is
to be transferred in accordance with the terms thereof and with applicable
securities laws, the holder thereof shall surrender the Note to the Company,
whereupon the Company will forthwith issue and deliver upon the order of the
holder of the Note a new Note (in accordance with Section 5.7(c)), registered
as the holder of such Note may request, representing the outstanding Principal
Amount (as defined in such Note) being transferred by the Holder and, if less
than the entire outstanding Principal Amount is being transferred, a new Note
(in accordance with Section 5.7(c)) to the holder of the Note representing the
outstanding Principal Amount not being transferred.

		(b)	Lost, Stolen or Mutilated Note.  Upon receipt by the
Company of evidence reasonably satisfactory to the Company of the loss, theft,
destruction or mutilation of the Note and, in the case of loss, theft or
destruction, of an indemnification undertaking by the holder of the Note to the
Company in customary form and, in the case of mutilation, upon surrender and
cancellation of such Note, the Company shall execute and deliver to the holder
a new Note (in accordance with Section 5.7(c)) representing the Principal
Amount of the Note.

		(c)	Issuance of New Note.  Whenever the Company is required
to issue a new Note pursuant to the terms of this Agreement or other
Transaction Documents, such new Note (i) shall be of like tenor with the
original Note, (ii) shall represent, as indicated on the face of such new Note,
the Principal Amount of such original Note (or in the case of a new Note being
issued pursuant to Section 5.8(a), the Principal Amount designated by the
holder of such Note which, when added to the Principal Amount of the other new
Note, does not exceed the Principal Amount of the original Note, (iii) shall
have an issuance date, as indicated on the face of such new Note which is the
same as the Issuance Date (as defined in the Note), and (iv) shall have the
same rights and conditions as the original Note.

		Section 5.9	Maintenance of Property.  The Company shall
maintain and preserve all its assets which are used or useful in its business
in good working order and condition, ordinary wear and tear excepted, and make
all necessary repairs thereto and renewals and replacements thereof except
where the failure to do so would not reasonably be expected to have, either
individually or in the aggregate, a Material Adverse Effect.  The Company shall
maintain with financially sound and reputable independent insurers, insurance
with respect to its assets and business against loss or damage of the kinds
customarily insured against by Persons engaged in the same or similar business,
of such types and in such amounts as are customarily carried under similar
circumstances by such other Persons.

		Section 5.10	Compliance With Laws; Agreements.  The Company
shall comply, in all material respects, with (i) all, laws, rules, regulations,
judgments, orders and decrees of any governmental or regulatory authority
applicable to it and its respective assets, and (ii) all of its material
agreements.

		Section 5.11	Maintenance of WOFE and SAFE.  So long as the
Note remains outstanding, the Company and its subsidiaries shall maintain and
remain compliant with the requirements under the Wholly Foreign Owned
Enterprise ("WFOE") or SAFE required by the Peoples Republic of China for the
Company's PRC affiliates.

		Section 5.12	Filing of all Reports and Maintenance of
Publicly Traded Status.  So long as the Note remains outstanding, the Company
shall timely file all reports required to be filed by the Company with the
Securities and Exchange Commission, and remain a publicly traded corporation in
the United States.

					  ARTICLE 6
					   CLOSING

		Section 6.1	Conditions to the Company's Obligation to Sell;
Closing.  The obligation of the Company hereunder to issue and sell the Note to
the Purchaser at the Closing is subject to the satisfaction, at or before the
Closing Date, of each of the following conditions, provided that these
conditions are for the Company's sole benefit and may be waived by the Company
at any time in its sole discretion by providing the Purchaser with prior
written notice thereof:

			(a)	The Purchaser shall have executed each of the
Transaction Documents to which it is a party and delivered the same to the
Company.

			(b)	The Purchaser shall have delivered to the
Company the US$250,000 balance of the Purchase Price for the Note being
purchased by the Purchaser at the Closing by wire transfer of immediately
available funds pursuant to the wire instructions provided by the Company.

			(c)	The representations and warranties of the
Purchaser shall be true and correct as of the date when made and as of the
Closing Date as though made at that time (except for representations and
warranties that speak as of a specific date which shall be true and correct as
of such date) and the Purchaser shall have performed, satisfied and complied in
all respects with the covenants, agreements and conditions required by the
Transaction Documents to be performed, satisfied or complied with by the
Purchaser at or prior to the respective Closing Date.

			(d) 	The offer and sale of the securities purchased
hereunder shall be exempt from the registration requirements of the 1933 Act,
the qualifications requirements of the law and the registration and/or
qualification requirements of all other applicable state securities laws.

			(e)	All corporate and other proceedings in
connection with the transactions contemplated at the Closing and all documents
incident thereto shall be reasonably satisfactory in form and substance to the
Company and to the Company's legal counsel, and the Company shall have received
all such counterpart originals and certified or other copies of such documents
as it may reasonably request.

 			(f)	Further Assurances. The Purchaser shall execute
and deliver such other documents as the Company or its counsel may have
reasonably requested.

		Section 6.2	Conditions to the Purchaser's Obligation to
Purchase; Closing.  The obligation of the Purchaser hereunder to purchase the
Note at the Closing is subject to the satisfaction, at or before the Closing
Date, of each of the following conditions, provided that these conditions are
for the Purchaser's sole benefit and may be waived by the Purchaser at any time
in its sole discretion by providing the Company with prior written notice
thereof:

			(i)	The Company shall have executed and delivered
to the Purchaser (i) each of the Transaction Documents and (ii) the Note being
purchased by the Purchaser pursuant to Section 2.1 of this Agreement.

			(ii)	The Company shall have delivered to the
Purchaser a certificate evidencing the qualification and good standing of the
Company in Delaware issued by the Secretary of State of the State of Delaware.

			(iii)	The Company shall have delivered to the
Purchaser a certificate, executed by the Secretary of the Company dated as of
the Closing Date, as to (i) the resolutions authorizing the transactions
contemplated hereby as adopted by the Company's Board of Directors in a form
reasonably acceptable to the Purchaser, (ii) the Articles of Incorporation and
(iii) the Bylaws, each as in effect at the Closing.

			(iv)	The representations and warranties of the
Company shall be true and correct as of the date when made and as of the
Closing Date as though made at that time (except for representations and
warranties that speak as of a specific date) and the Company shall have
performed, satisfied and complied with the covenants, agreements and conditions
required by the Transaction Documents to be performed, satisfied or complied
with by the Company at or prior to the Closing Date.  Such Purchaser shall have
received a certificate, executed by the Chief Executive Officer of the Company,
dated as of the Closing Date, to the foregoing effect and as to such other
matters as may be reasonably requested by such Purchaser.

					  ARTICLE 7
				     REGISTRATION RIGHTS

	The rights set forth in this Article 7 shall apply to Conversion Shares
issued upon conversion of the Note (and, shares issued with respect to
Conversion Shares pursuant to re-issuances, stock splits, stock dividends and
re-classifications or otherwise) (the "Registrable Shares").  In addition to
the rights set forth in this Article 7 with respect to the registration rights
of the holders of Registrable Shares, the Company shall grant the holders of
Registrable Shares hereunder the same registration rights that may be granted
to any investor in any Private Offerings and the rights in this Article 7 shall
be deemed to include any such additional rights to register the Registrable
Shares.  Hereinafter, all holders of the Registrable Shares are referred to as
"Piggy-back Holders."  The Company covenants and agrees that it will not grant
any registration rights that conflict with the rights granted and obligations
undertaken pursuant to this Article 7.

		Section 7.1  "Piggy-back" Registration Rights.  If the Company
shall file with the SEC a registration statement under the 1933 Act with
respect to a public offering for cash of any of the Company's Common Stock by
the Company or any of its stockholders (other than (i) a registration on Form
S-4 or Form S-8 promulgated under the 1933 Act or any successor form to such
forms, (ii) a registration filed in connection with an exchange offer, or (iii)
an offering of Common Stock solely to the existing stockholders or employees of
the Company) then the Company will, at least twenty (20) days prior to filing
such registration statement, notify the Piggy-back Holders in writing of its
intention to make such a filing and of the Piggy-back Holders' right to
register their Registrable Shares.  Upon the written request by a Piggy-back
Holder, stating the number of Registrable Shares desired to be registered by
such Piggy-back Holder, given within fifteen (15) days after mailing of such
notice by the Company in accordance with Section 7.4 hereof, the Company shall,
subject to the provisions of this Article 7, cause to be included in such
registration statement for registration under the 1933 Act all the Registrable
Shares that each such Piggy-back Holder has requested to be registered.  The
Company shall have the right to terminate or withdraw any registration
initiated by it under this Article 7 prior to the effectiveness of such
registration without any liability to any Piggy-back Holder.  Whenever required
under this Article 7 to effect the registration of any Registrable Shares, the
Company shall, as expeditiously as reasonably possible (i) prepare and file
with the SEC the registration statement with respect to such Registrable Shares
and cause such registration statement to become and remain effective; provided,
however, the Company shall in no event be obligated to cause any such
registration to remain effective for more than three hundred sixty-five (365)
days, or such shorter period as is required to dispose of all Registrable
Shares covered by such registration statement, (ii) prepare and file with the
SEC such amendments and supplements to such registration statement and the
prospectus used in connection with such registration statement as may be
necessary to comply with the provisions of the 1933 Act with respect to the
disposition of all Registrable Shares covered by such registration statement,
(iii) furnish to the Piggy-back Holders such numbers of copies of a prospectus
in conformity with the requirements of the 1933 Act, and such other documents
as they may reasonably request in order to facilitate the disposition of the
Registrable Shares owned by them, and (iv) register and qualify the Registrable
Shares covered by such registration statement under such other securities or
blue sky laws of such jurisdictions as shall be reasonably appropriate for the
distribution of the Registrable Shares covered by the registration statement,
provided that the Company shall not be required in connection therewith or as
a condition thereto to qualify to do business or to file a general consent to
service of process in any state or jurisdiction.

		Section 7.2  Documentation.  It shall be a condition precedent
to the obligations of the Company to take any action pursuant to this Article 7
that the Piggy-back Holders shall (i) furnish to the Company such information
regarding them, the Registrable Shares held by them, and the intended method of
disposition of such Registrable Shares as the Company shall reasonably request
or as shall be necessary in order to take any such actions; and (ii) execute
and deliver customary underwriting agreements, powers of attorney, and other
customary agreements and similar documents necessary to effect such
registration and sale. The Company shall not be required to include any shares
of Common Stock of a Piggy-back Holder in a registration statement relating to
an underwritten offering unless such Piggy-back Holder accepts the terms of the
underwriting as agreed upon between the Company and the underwriters selected
by it (or by other persons entitled to select the underwriters), and then only
in such quantity as the underwriters determine in their sole discretion will
not materially adversely affect the offering of securities by the Company,
provided that any such cut back by the underwriters in the quantity of
securities that is able to be registered in such offering shall be applied to
each holder exercising piggy-back registration rights with respect to such
offering on a pro-rata basis based on the number of Securities that each such
holder desired to have registered in such offering.

		Section 7.3  Expenses of Registration.  In connection with
any registration commenced in accordance with this Agreement, all registration
and qualification fees shall be borne by the Company.  All underwriters'
discounts and commissions and brokerage or dealer commissions incurred in
connection with a registration pursuant to this Article 7 with respect to the
Registrable Shares owned and to be sold by the Piggy-back Holders, shall be
borne by such holder.  Notwithstanding the foregoing, in the event that
Purchaser withdraws its request for Registration, Purchaser shall pay all
Registration expenses incurred by the Company up to and including the time
when Purchaser gave such notice of withdrawal to the Company.

		Section 7.4	Best Efforts.  Unless the registration is
abandoned, for any reason or for no reason, by the Company in its sole
discretion, the Company shall use its best efforts to have any registration
statement declared effective at the earliest possible time, and shall furnish
such number of prospectuses as shall be reasonably required.

		Section 7.5  Market Standoff.  It shall be a condition
precedent to the obligations of the Company to take any action pursuant to
this Article 7 that each Piggy-back Holder agrees, in connection with the
initial public offering of the Company's Common Stock pursuant to a
registration statement of the Company filed under the 1933 Act, and upon the
request of the Company or the  underwriters managing such offering, not to
sell, make any short sale of, loan, grant any option for the purchase of, or
otherwise dispose of any securities of the Company held by it without the prior
written consent of the Company or the underwriters for a period not to exceed
one year following the effective date of such registration statement, as the
Company or the underwriters may require or specify; provided, however the
foregoing shall have no force or effect until and unless all officers,
directors and stockholders beneficially owning in excess of 3% of the Company's
outstanding Common Stock of the Company are bound by a similar market standoff
provisions.  The Company shall use all reasonable efforts to negotiate the
shortest period of time with respect to the "lock-up" described in the
preceding sentence.

		Section 7.6  Indemnification of Piggy-back Holders.  To the
extent permitted by law, the Company will indemnify and hold harmless each
Piggy-back Holder requesting or joining in any registration statement under
this Article 7 against any losses, claims, damages or liabilities to which they
may become subject under the 1933 Act or otherwise, insofar as such losses,
claims, damages or liabilities (or actions in respect thereof) arise out of or
are based upon an untrue statement of a material fact made in connection with
any registration statement or prospectus or any amendment or supplement thereto
or any omission to state therein a material fact required to be stated therein,
or necessary to make the statements therein not misleading, or arise out of any
violation by the Company of any rule or regulation promulgated under the 1933
Act applicable to the Company and relating to action or inaction required by
the Company in connection with any such registration.

		Section 7.7	Indemnification by the Piggy-Back Holder. The
Company may require, as a condition to including any Registrable Securities in
any registration statement filed pursuant to this Agreement, that the Company
shall have received an undertaking satisfactory to it from the prospective
holder of such Registrable Securities, to indemnify and hold harmless (in the
same manner and to the same extent as set forth in Section 7.6) the Company,
each director of the Company, each officer of the Company and each other
Person, if any, who controls the Company within the meaning of the 1933 Act,
with respect to any statement or alleged statement in or omission or alleged
omission from such registration statement, any preliminary prospectus, final
prospectus or summary prospectus contained therein, or any amendment or
supplement thereto, if such statement or alleged statement or omission or
alleged omission was made in reliance upon and in conformity with written
information furnished to the Company through an instrument duly executed by
such holder of Registrable Securities. Any such indemnity shall remain in full
force and effect, regardless of any investigation made by or on behalf of the
Company or any such director, officer or controlling person and shall survive
the transfer of such securities by such Piggy-Back Holder.

					  ARTICLE 8
			EVENTS OF DEFAULT AND RIGHTS UPON AN EVENT OF DEFAULT

		Section 8.1	An Event of Default.  Each of the following
events shall constitute a "Default' or an "Event of Default":

			(a)	the Company's failure to pay to the Purchaser
		when due any quarterly payment required pursuant to the Note or
		failure to pay any portion of the Principal Amount together
		with accrued and unpaid Interest on the Maturity Date of the Note;

			(b)	any default under any indebtedness of the
		Company in an amount equal to or greater than $50,000, in the
		aggregate, which is not cured within 90 calendar days of the
		occurrence of such default;

			(c)	the Company or any of its Subsidiaries,
		pursuant to or within the meaning of Title 11, U.S. Code, or
		any similar Federal or state law for the relief of debtors
		(collectively, "Bankruptcy Law"), (A) commences a voluntary
		case, (B) consents to the entry of an order for relief against
		it in an involuntary case, (C) consents to the appointment of a
		receiver, trustee, assignee, liquidator or similar official (a
		"Custodian"), (D) makes a general assignment for the benefit of
		its creditors or (E) admits in writing that it is generally
		unable to pay its debts as they become due;

			(d)	a court of competent jurisdiction enters an
		order or decree under any Bankruptcy Law that (A) is for relief
		against the Company or any of its Subsidiaries in an
		involuntary case, (B) appoints a Custodian of the Company or
		any of its Subsidiaries or (C) orders the liquidation of the
		Company or any of its Subsidiaries;

			(e)	a final judgment or judgments for the payment
		of money aggregating in excess of $10,000 are rendered against
		the Company or any of its Subsidiaries and which judgments are
		not, within 120 days after the entry thereof, bonded,
		discharged or stayed pending appeal, or are not discharged
		within 120 days after the expiration of such stay; or

			(f)	the Company breaches in any material respect
		its obligations under the Note, this Agreement or any other
		Transaction Document and fails to cure the same within 30 days
		after the Company's receipt of written notice of the same; or

			(g)	if the Company or its subsidiaries fails to (1)
		maintain or remain compliant with the requirements under the
		Wholly Foreign Owned Enterprise ("WFOE") or SAFE required in
		the Peoples Republic of China, or (2) timely file all reports
		required to be filed by the Company with the Securities and
		Exchange Commission, or (3) remain a publicly traded
		corporation in the United States.

		Section 8.2.	Rights of the Purchaser upon an Event of
Default.  Promptly upon the occurrence of an Event of Default, the Company
shall deliver written notice of the Default via facsimile and overnight courier
(a 'Notice of Default") to the Purchaser.  Additionally, subject to the terms
of this Agreement, upon any Event of Default (in addition to any other rights
or remedies provided for under this Note), without notice by Purchaser to or
demand by Purchaser to the Company, at the option of Purchaser or any successor
to the Purchaser, all unpaid sums required to be paid under the Note, including
all Principal Amount, accrued but unpaid Interest, fees and all other amounts
due hereunder, shall become immediately due and payable. If an Event of Default
relating to certain events of bankruptcy or insolvency of the Company occurs
and is continuing, the unpaid Principal Amount and Interest due under the Note
will become and be immediately due and payable without any declaration or other
act on the part of Purchaser or any Purchaser hereof. Upon an Event of Default,
the Interest rate payable under this Note shall be increased to the rate of
twenty-five (25%) percent per annum ("Default Interest") and shall be payable
as set forth in the Note. The acceptance by Purchaser of any partial payment
made under the Note after the time any of Company's liabilities become due and
payable will not establish a custom, or waive any rights of Purchaser to
enforce prompt payment of the Note.  A default under this Agreement shall, at
the option of Purchaser, also constitute a default under the Note and other
Loan Documents.  In addition to, and not in limitation of, the foregoing, a
default under this Agreement and other Loan Documents shall, at the option of
Purchaser, constitute a default under the Note.  Nothing contained herein shall
be construed to restrict the exercise of any other rights or remedies granted
to Purchaser hereunder or under the other Loan Documents upon the failure of
Company to perform any provision hereof or of any provision of the other Loan
Documents.

					  ARTICLE 9
					MISCELLANEOUS
		Section 9.1.	Survival/Termination. In the event that the
Closing shall not have occurred on or before five Business Days from the date
hereof due to the Company's or the Purchaser's failure to satisfy the
conditions set forth in Sections 6.1 and 6.2 above (and the non-breaching
party's failure to waive such unsatisfied condition(s)), the non-breaching
party shall have the option to terminate this Agreement with respect to such
breaching party at the close of business on such date without liability of any
party to any other party.  Unless this Agreement is terminated under this
Section 9.1, the representations and warranties of the Company contained in
Section 3, the agreements and covenants set forth in Sections 5, 7 and 9 shall
survive the Closing.

		Section 9.2	Entire Agreement.  This Agreement, together
with the other agreements, instruments and documents expressly referred to
herein,  constitute the entire agreement of the parties with respect to the
transactions contemplated hereby and supersede all prior agreements and
understandings with respect thereto, whether written or oral.

		Section 9.3.	No Waiver; Modifications in Writing.  No
failure or delay by a party in exercising any right, power or remedy hereunder
shall operate as a waiver thereof, nor shall any single or partial exercise of
any such right, power or remedy preclude any other or further exercise thereof
or the exercise of any other right, power or remedy.  The remedies provided for
herein are cumulative and are not exclusive of any remedies that may be
available to any party at law or in equity or otherwise.  No waiver of or
consent to any departure by a party from any provision of this Agreement shall
be effective unless signed in writing by the parties entitled to the benefit
thereof.  No amendment, modification or termination of any provision of this
Agreement shall be effective unless signed in writing by all parties.
Notwithstanding anything herein to the contrary, (i) all rights provided under
this Agreement to any holders of Note may be amended, modified or terminated
upon the consent of holders of a majority in interest of the aggregate
principal amount outstanding under the Note, and (ii) all rights provided
under this Agreement to any holders of Conversion Shares may be amended,
modified or terminated upon the consent of holders of a majority in interest
of the Conversion Shares.  Any amendment, supplement or modification of or
to any provision of this Agreement, any waiver of any provision of this
Agreement, and any consent to any departure from the terms of any provision of
this Agreement, shall be effective only in the specific instance and for the
specific purpose for which made or given.

		Section 9.4.	Notices.  Any notices, consents, waivers or
other communications required or permitted to be given under the terms of this
Agreement must be in writing and will be deemed to have been delivered:  (i)
upon receipt, when delivered personally; (ii) upon receipt, when sent by
facsimile (provided confirmation of transmission is mechanically or
electronically generated and kept on file by the sending party); or (iii) one
business day after deposit with an overnight courier service, in each case
properly addressed to the party to receive the same.  The addresses and
facsimile numbers for such communications shall be:

If to the Company, to:


Green Planet bioengineering Co., Ltd.
18851 NE 29th Avenue, Suite 700,
Aventura, FL 33180
Attention: Min Zhao


If to the Purchaser, to:


ONE Holdings, Corp.
18101 Collins Avenue
Suite 5207
Sunny Isles Beach, FL, 33160

Attention:  Marius Silvasan


with a copy to:


Arnstein & Lehr LLP
120 S. Riverside Plaza, Suite 1200
Chicago, Illinois 60606
Fax: (312) 876-6274
Attn: Jerold N. Siegan

or to such other address as such party shall designate in writing.

		Section 9.5.	Execution in Counterparts.  This Agreement may
be executed in counterpart, each of which counterpart, when so executed and
delivered, shall be deemed to be an original and all of which counterparts,
taken together, shall constitute but one and the same Agreement.  Signatures
relating to this Agreement and the other Transaction Documents transmitted by
telecopy shall be deemed originals, provided, that in each such case the
manually signed copies shall be delivered to the parties hereto.

		Section 9.6.	Binding Effect; Assignment.  The Purchaser may
assign some or all of its rights hereunder without the consent of the Company;
in which event such assignee shall be deemed to be the Purchaser hereunder with
respect to such assigned rights; provided, however, that any such assignment
shall not release such Purchaser from its obligations hereunder unless such
obligations are assumed by such assignee. Except as expressly provided in this
Agreement, this Agreement shall not be construed so as to confer any right or
benefit upon any Person other than the parties to this Agreement or any
Affiliate of any such Person (as designated in writing to the other parties
hereto) and their respective successors and permitted assigns.  This Agreement
shall be binding upon and shall inure to the benefit of the Company, the
Purchaser and their respective successors and permitted assigns.

		Section 9.7.	Governing Law.  This Agreement shall be deemed
to be a contract made under and shall be governed by and construed in
accordance with the internal laws of the State of Florida, without reference to
the principles of conflict of laws.

		Section 9.8.	Indemnification.  In consideration of the
Purchaser's execution and delivery of the Transaction Documents and acquiring
the Note thereunder and in addition to all of the Company's other obligations
under the Transaction Documents, the Company shall defend, protect, indemnify
and hold harmless the Purchaser and all of its stockholders, officers,
directors, employees and direct or indirect investors and any of the foregoing
Persons' agents or other representatives (including, without limitation, those
retained in connection with the transactions contemplated by this Agreement)
(collectively, the "Indemnitees") from and against any and all actions, causes
of action, suits, claims, losses, costs, penalties, fees, liabilities and
damages, and expenses in connection therewith (irrespective of whether any such
Indemnitee is a party to the action for which indemnification hereunder is
sought), and including reasonable attorneys' fees and disbursements (the
"Indemnified Liabilities"), incurred by any Indemnitee as a result of, or
arising out of, or relating to (a) any misrepresentation or breach of any
representation or warranty made by the Company in the Transaction Documents or
any other certificate, instrument or document contemplated hereby or thereby,
(b) any breach of any covenant, agreement or obligation of the Company
contained in the Transaction Documents or any other certificate, instrument or
document contemplated hereby or thereby or (c) any cause of action, suit or
claim brought or made against such Indemnitee by a third party (including for
these purposes a derivative action brought on behalf of the Company) and
arising out of or resulting from (i) the execution, delivery, performance or
enforcement of the Transaction Documents or any other certificate, instrument
or document contemplated hereby or thereby, (ii) any transaction financed or to
be financed in whole or in part, directly or indirectly, with the proceeds of
the issuance of the Note, or (iii) the status of the Purchaser or holder of the
Note as an investor in the Company.  To the extent that the foregoing
undertaking by the Company may be unenforceable for any reason, the Company
shall make the maximum contribution to the payment and satisfaction of each of
the Indemnified Liabilities which is permissible under applicable law.

		Section 9.9.	Severability of Provisions.  Any provision of
this Agreement which is prohibited or unenforceable in any jurisdiction shall,
as to such jurisdiction, be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining provisions hereof or
affecting the validity or enforceability of such provision in any other
jurisdiction.
		Section 9.10.	Construction; Headings.  This Agreement shall
be deemed to be jointly drafted by the Company and all the Purchasers and shall
not be construed against any person as the drafter thereof.  The Article and
Section headings used or contained in this Agreement are for convenience of
reference only and shall not affect the construction of this Agreement.

	IN WITNESS WHEREOF, the Company and the Purchaser have each duly
executed or caused to be executed this Convertible Note Purchase Agreement, as
of the day and year first written above.

					  COMPANY:

					  GREEN PLANET BIOENGINEERING CO., LTD.


					  By:
					  Name:	Min Zhao
					  Title: CEO


					  PURCHASER:

					  ONE HOLDINGS, CORP.

					  By:
					  Name:	Marius Silvasan
					  Title: CEO








Exhibits

Exhibit A	Form of Note

EX-9.3

			UNCONDITIONAL GUARANTY

FOR VALUE RECEIVED, and in consideration of any loan or other financial
accommodation heretofore or hereafter at any time made or granted by ONE
Holdings, Corp., a Florida corporation (herein, together with its successors
and assigns, referred to as the "Lender")  to Green Planet Bioengineering Co.,
Ltd., a Delaware corporation (herein, together with its successors and assigns,
referred to as the "Company"), the undersigned Sanming Huajian Bio-Engineering
Co., Ltd., a corporation organized under the laws of the Peoples Republic of
China ("Sanming"), and FuJian Green Planet Bioengineering Co., Ltd., a
corporation organized under the laws of the Peoples Republic of China ("FuJian
Green Planet") (Sanming and FuJian Green Planet are hereinafter jointly
referred to as the "Guarantor" or "Undersigned") hereby absolutely, irrevocably
and unconditionally guarantee to Lender the full and prompt payment when due,
whether by acceleration or otherwise, and at all times thereafter, and the full
and prompt performance, of all of the Company's obligations to the Lender,
howsoever created, arising or evidenced, whether direct or indirect, primary or
secondary, absolute or contingent, joint or several, now or hereafter existing
or due or to become due pursuant to that certain 10% Convertible Bridge Loan
Note Due September 1, 2010 (the "Note"), and Convertible Note Purchase
Agreement dated as of September 1, 2009,  (herein, as the same may be amended,
modified or supplemented from time to time, called the "Agreement"), between
the Company and the Lender (all of such obligations being hereinafter
collectively called the "Obligations").  Capitalized terms used but not defined
herein have the meanings which the Loan Agreement assigns to such terms.

	The Undersigned agree that, in the event of the dissolution or
insolvency of the Company, or the inability or failure of the Company to pay
debts as they become due in general and under the Note, or an assignment by the
Company for the benefit of creditors, or the commencement of any case or
proceeding in respect of the Company under any bankruptcy, insolvency or
similar laws, and if such event shall occur at a time when any of the
Obligations may not then be due and payable, the Undersigned will pay to the
Lender forthwith the full amount which would be payable hereunder by the
Undersigned if all Obligations were then due and payable.

	To further secure all obligations of the Undersigned hereunder, the
Lender shall have a lien upon and security interest in (and may, without demand
or notice of any kind, at any time and from time to time when any amount shall
be due and payable by the Undersigned hereunder, appropriate and apply toward
the payment of such amount, in such order of application as the Lender may
elect) any and all balances, credits, deposits, accounts or moneys of or in the
Undersigned's' names now or hereafter with the Lender and any and all property
of every kind or description of or in the Undersigned's' names now or
hereafter, for any reason or purpose whatsoever, in the possession or control
of, or in transit to, the Lender or any agent or bailee for the Lender.

	This Guaranty shall in all respects be a continuing, absolute and
unconditional guaranty, and shall remain in full force and effect
(notwithstanding, without limitation, the dissolution of either of the
Undersigned or that at any time or from time to time all Obligations may have
been paid in full), until the date on which all Obligations and all interest
thereon and all expenses (including attorney fees and legal expenses) paid or
incurred by the Lender in seeking to collect the Obligations and in enforcing
this Guaranty shall have been finally and irrevocably paid in full.  The
Undersigned each further agrees that, if at any time all or any part of any
payment theretofore applied by the Lender to any of the Obligations is or must
be rescinded or returned by the Lender for any reason whatsoever, such
Obligations shall, for the purposes of this Guaranty, to the extent that such
payment is or must be rescinded or returned, be deemed to have continued in
existence, notwithstanding such application by the Lender, and this Guaranty
shall continue to be effective or be reinstated, as the case may be, as to
such Obligations, all as though such application by the Lender had not been
made.  The Undersigned covenants and agrees that it shall furnish to Lender not
more than thirty (30) days following reasonable request from Lender such other
financial information concerning the Undersigned or the Company as Lender may
from time to time reasonably request.

	The Lender may, from time to time at its sole discretion and without
notice to the Undersigned, take any or all of the following actions: (a) retain
or obtain the primary or secondary obligation of any obligor or obligors, in
addition to the Undersigned, with respect to any of the Obligations; (b) extend
or renew for one or more periods (regardless whether longer than the original
period), alter or exchange any of the Obligations, or release or compromise any
obligation of the Undersigned hereunder or any obligation of any nature of any
other obligor (including, without limitation, the Company) with respect to any
of the Obligations; (c) release or fail to perfect its lien upon or security
interest in, or impair, surrender, release or permit any substitution or
exchange for, all or any part of any property securing any of the Obligations
or any obligation hereunder, or extend or renew for one or more periods
(regardless whether longer than the original period) or release, compromise,
alter or exchange any obligations of any nature of any obligor with respect to
any such property; and (d) resort to the Undersigned for payment of any of the
Obligations, regardless whether the Lender shall have resorted to any property
securing any of the Obligations or any obligation hereunder or shall have
proceeded against any other obligor primarily or secondarily obligated with
respect to any of the Obligations.

	Each of the Undersigned waives all defenses, offsets and counterclaims
with respect to this Guaranty and payment of the Obligations.  No act of
commission or omission of any kind, or at any time, upon the part of the Lender
in respect to any matter whatsoever, shall in any way affect or impair this
Guaranty.  Any amounts received by the Lender from whatsoever source on account
of the Obligations may be applied by Lender toward the payment of such of the
Obligations, and in such order of application, as the Lender may from time to
time elect. Each of the Undersigned hereby irrevocably waives any rights which
it may acquire by way of subrogation under this Guaranty, by any payment made
hereunder or otherwise, and any right of reimbursement and any right of salvage
against the Company therefor and hereby further irrevocably waives, so long as
any Obligations remain outstanding, any and all claims the Undersigned may have
against the Company for any indebtedness of the Company to the Undersigned now
existing or hereafter incurred.  The Undersigned each hereby expressly waives:
(a) notice of the Lender's acceptance of this Guaranty; (b) notice of the
existence or creation of nonpayment of all or any of the Obligations; (c)
presentment, demand, notice of dishonor, protest, and all other notices
whatsoever; and (d) all diligence in collection or protection of or realization
upon the Obligations or any thereof, any obligation hereunder, or any security
for or guaranty of any of the foregoing.

	The Lender may, from time to time at its sole discretion and without
notice to the Undersigned, assign or transfer any or all of the Obligations or
any interest therein; and, notwithstanding any such assignment or transfer or
any subsequent assignment or transfer thereof, such Obligations shall be and
remain Obligations for the purposes of this Guaranty, and each and every
immediate and successive assignee or transferee of any of the Obligations or of
any interest therein shall, to the extent of such assignee's or transferee's
interest in the Obligations, be entitled to the benefits of this Guaranty to
the same extent as if such assignee or transferee were the Lender; provided,
however, that, unless the Lender shall otherwise consent in writing, the Lender
shall have an unimpaired right, prior and superior to that of any such assignee
or transferee, to enforce this Guaranty for the Lender's benefit as to those of
the Obligations which the Lender has not assigned or transferred.  No delay on
the Lender's part in the exercise of any right or remedy shall operate as a
waiver thereof, and no single or partial exercise by the Lender of any right or
remedy shall preclude other or further exercise thereof or the exercise of any
other right or remedy; nor shall any modification or waiver of any of the
provisions of this Guaranty be binding upon the Lender except as expressly set
forth in a writing duly signed and delivered on the Lender's behalf.  No action
of the Lender permitted hereunder shall in any way affect or impair the
Lender's rights or the Undersigned's obligations under this Guaranty.  For the
purposes of this Guaranty, Obligations shall include all of the Company's
obligations to the Lender, notwithstanding any right or power of the Company or
anyone else to assert any claim or defense as to the invalidity or
unenforceability of any such obligation, and no such claim or defense shall
affect or impair the obligations of the Undersigned hereunder. The
Undersigned's obligations under this Guaranty shall be absolute and
unconditional irrespective of any circumstance whatsoever which might
constitute a legal or equitable discharge or defense of the Undersigned. The
Undersigned hereby acknowledges that there are no conditions to the
effectiveness of this Guaranty.

	The Undersigned hereby represents and warrants to the Lender that the
Undersigned now has and will continue to have independent information
concerning the Company's affairs, financial condition and business. The Lender
shall not have any duty or responsibility to provide the Undersigned with any
credit or other information concerning the Company's affairs, financial
condition or business which may come into the Lender's possession.  The
Undersigned hereby further represents and warrants to the Lender that the
Undersigned has received fair consideration in exchange for the Undersigned's
delivery of this Guaranty.  Each respective Undersigned is not insolvent, nor
will the respective Undersigned's incurrence of obligations, direct or
contingent, to repay the Obligations render the such Undersigned insolvent.

	This Guaranty shall be upon the Undersigned, jointly and severally, and
upon each  respective Undersigned's successors and assigns; and all references
herein to the Company and to the Undersigned, respectively, shall be deemed to
include any successor or successors, or assigns, whether immediate or remote,
to the Company and any successors or assigns of the Undersigned. The
Undersigned's liability under this Guaranty shall be joint and several.

	This Guaranty has been delivered at Sunny Isles Beach, Florida, and
shall be construed in accordance with and governed by the laws of the State of
Florida, without regard to conflict of laws principles. Wherever possible each
provision of this Guaranty shall be interpreted in such manner as to be
effective and valid under applicable law, but if any provision of this Guaranty
shall be prohibited by or invalid under each law, such provision shall be
ineffective only to the extent of such prohibition or invalidity, without
invalidating the remainder of such provision or the remaining provisions of
this Guaranty.  The Undersigned hereby submits to the nonexclusive jurisdiction
of the United States Federal and State of Florida courts located in Dade
County, Florida for all purposes of or in connection with this Guaranty,
provided that nothing in this Guaranty shall affect the Lender's right to bring
any action or proceeding against the Undersigned or its property in the courts
of any other jurisdiction.  The Undersigned hereby consents to process being
served in any suit, action or proceeding of the nature referred to above by the
mailing of a copy thereof by registered or certified mail, postage prepaid,
return receipt requested, to his address shown opposite his signature hereto.
The Undersigned agrees that such service, to the fullest extent permitted by
law, (i) shall be deemed in every respect effective service of process upon it
in any such suit, action or proceeding and (ii) shall be taken and held to be
valid personal service upon and personal delivery to it. Nothing herein shall
affect the Lender's right to serve process in any other manner permitted by
law, or limit the Lender's right to bring proceedings against the Undersigned
in the courts of any other jurisdiction.  The Undersigned agrees to pay all
reasonable expenses (including reasonable attorneys' fees and legal expenses)
paid or incurred by the Lender in endeavoring to collect the Obligations, or
any part thereof, and in enforcing this Guaranty.

THE UNDERSIGNED HEREBY IRREVOCABLY WAIVES ANY RIGHT TO TRIAL BY JURY IN ANY
ACTION OR PROCEEDING (I) TO ENFORCE OR DEFEND ANY RIGHTS UNDER OR IN CONNECTION
WITH THIS GUARANTY, OR ANY AMENDMENT, INSTRUMENT, DOCUMENT OR AGREEMENT
DELIVERED OR WHICH MAY IN THE FUTURE BE DELIVERED IN CONNECTION HEREWITH OR
THEREWITH, OR (II) ARISING FROM ANY DISPUTE OR CONTROVERSY IN CONNECTION WITH
OR RELATED TO THIS GUARANTY, OR ANY SUCH AMENDMENT, INSTRUMENT, DOCUMENT OR
AGREEMENT, AND AGREES THAT ANY SUCH ACTION OR COUNTERCLAIM SHALL BE TRIED
BEFORE A COURT AND NOT BEFORE A JURY.

IN WITNESS WHEREOF, the Undersigned has hereunto executed this Guaranty as of
September 1, 2009.

GUARANTOR:

Sanming Huajian Bio-engineering Co., Ltd.,
a corporation organized under the Peoples Republic of China


By:_____________________________


FuJian green Planet Bioengineering Co., Ltd.,
a corporation organized under the Peoples Republic of China


By:_____________________________