CONSULTING AGREEMENT

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

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

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

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

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

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

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

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

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

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

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

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

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

4.3            Assignment .  This Agreement, and the rights and obligations of the Parties under this Agreement, may be assigned only upon the pr