SHARE EXCHANGE AGREEMENT

This SHARE EXCHANGE AGREEMENT, dated as of October 24, 2008 (the “Agreement”) by and among Elevated Throne Overseas Ltd., a British Virgin Islands company (“ Elevated Throne ”), Green Planet Bioengineering Co. Ltd., a Delaware corporation (“ Green Planet ”) and all of the Shareholders of Elevated Throne, whose names are set forth on Exhibit A attached hereto (“ Elevated Throne Shareholders ”).

WHEREAS, Elevated Throne Shareholders own 100% of the issued and outstanding shares of Common Stock of Elevated Throne (the "Elevated Throne Shares" );

WHEREAS, Elevated Throne Shareholders believe it is in their best interest to exchange the Elevated Throne Shares for shares of common stock of Green Planet, par value $.001 per share ( “Green Planet Shares” ), and Green Planet believes it is in its best interests to acquire the Elevated Throne Shares in exchange for Green Planet Shares, upon the terms and subject to the conditions set forth in this Agreement; and

WHEREAS, it is the intention of the parties that: (i) Green Planet shall acquire 100% of the Elevated Throne Shares in exchange solely for the amount of Green Planet Shares set forth herein; (ii) said exchange of shares shall qualify as a tax-free reorganization under Section 368(a)(1)(B) of the Internal Revenue Code of 1986, as amended (the “Code”) ; and (iii) said exchange shall qualify as a transaction in securities exempt from registration or qualification under the Securities Act of 1933, as amended and in effect on the date of this Agreement (the “Securities Act” )

NOW, THEREFORE, in consideration of the mutual terms, conditions and other agreements set forth herein, the parties hereto hereby agree as follows:

Section 1.1   Agreements to Exchange Elevated Throne Shares for Green Planet Shares . On the Closing Date (as hereinafter defined) and upon the terms and subject to the conditions set forth in this Agreement, ELEVATED THRONE SHAREHOLDERS shall sell, assign, transfer, convey and deliver the ELEVATED THRONE Shares (representing 50,000 ELEVATED THRONE Shares or 100% of the issued and outstanding ELEVATED THRONE Shares), to Green Planet, and Green Planet shall accept the ELEVATED THRONE Shares from the ELEVATED THRONE SHAREHOLDERS in exchange for the issuance to the ELEVATED THRONE SHAREHOLDERS of the number of Green Planet Shares set forth opposite the names of the ELEVATED THRONE SHAREHOLDERS on Exhibit A hereto.

Section 1.2 Capitalizations. On the Closing Date, immediately before the transactions to be consummated pursuant to this Agreement, Green Planet shall have authorized (a) 250,000,000 shares of Common Stock, par value $0.001 per share, of which 1,000,000 shares shall be issued and outstanding, all of which are duly authorized, validly issued and fully paid and the detailed shareholdings of which are more particularly set out in Exhibit B hereto; and (b) 10,000,000 shares of Preferred Stock, $0.001 par value, of which no shares are issued or outstanding.

1.4   Tax Treatment . The exchange described herein is intended to comply with Section 368(a)(1)(B) of the Code, and all applicable regulations thereunder. In order to ensure compliance with said provisions, the parties agree to take whatever steps may be necessary, including, but not limited to, the amendment of this Agreement.

GREEN PLANET hereby represents, warrants and agrees as follows:

Section 2.1   Corporate Organization

a.   Green Planet is a corporation duly organized, validly existing and in good standing under the laws of Delaware, and has all requisite corporate power and authority to own its properties and assets and to conduct its business as now conducted and is duly qualified to do business in good standing in each jurisdiction in which the nature of the business conducted by Green Planet or the ownership or leasing of its properties makes such qualification and being in good standing necessary, except where the failure to be so qualified and in good standing will not have a material adverse effect on the business, operations, properties, assets, condition or results of operation of Green Planet (a "Green Planet Material Adverse Effect" );

b.   Copies of the Articles of Incorporation and By-laws of Green Planet, with all amendments thereto to the date hereof, have been furnished to ELEVATED THRONE and the ELEVATED THRONE SHAREHOLDERS, and such copies are accurate and complete as of the date hereof. The minute books of GREEN PLANET are current as required by law, contain the minutes of all meetings of the Board of Directors and shareholders of Green Planet from its date of incorporation to the date of this Agreement, and adequately reflect all material actions taken by the Board of Directors and shareholders of Green Planet. 

Section 2.2   Capitalization of Green Planet . The authorized capital stock of Green Planet consists of (a) 250,000,000 shares of Common Stock, par value $0.001 per share, of which 1,000,000 shares are issued and outstanding, all of which are duly authorized, validly issued and fully paid and the detailed shareholdings of which are more particularly set out in Exhibit B hereto; and (b) 10,000,000 shares of Preferred Stock, $0.001 par value, of which no shares are issued or outstanding. The parties agree that they have been informed of the issuances of these Green Planet Shares, and that all such issuances of Green Planet Shares pursuant to this Agreement will be in accordance with the provisions of this Agreement. All of the Green Planet Shares to be issued pursuant to this Agreement have been duly authorized and will be validly issued, fully paid and non-assessable and no personal liability will attach to the ownership thereof and in each instance, have been issued in accordance with the registration requirements of applicable securities laws. As of the date of this Agreement there are and as of the Closing Date, there will be, no outstanding options, warrants, agreements, commitments, conversion rights, preemptive rights or other rights to subscribe for, purchase or otherwise acquire any shares of capital stock or any un-issued or treasury shares of capital stock of Green Planet.

Section 2.3   Subsidiaries and Equity Investments . Green Planet has no subsidiaries or equity interest in any corporation, partnership or joint venture.

Section 2.4   Authorization and Validity of Agreements . Green Planet has all corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby and upon the execution and delivery by ELEVATED THRONE and the ELEVATED THRONE SHAREHOLDERS and the performance of their obligations herein, will constitute, a legal, valid and binding obligation of Green Planet. The execution and delivery of this Agreement by Green Planet and the consummation by Green Planet of the transactions contemplated hereby have been duly authorized by all necessary corporate action of Green Planet, and no other corporate proceedings on the part of Green Planet are necessary to authorize this Agreement or to consummate the transactions contemplated hereby.

Section   2.5   No Conflict or Violation . The execution, delivery and performance of this Agreement by Green Planet does not and will not violate or conflict with any provision of its Articles of Incorporation or By-laws, and does not and will not violate any provision of law, or any order, judgment or decree of any court or other governmental or regulatory authority, nor violate or result in a breach of or constitute (with due notice or lapse of time or both) a default under, or give to any other entity any right of termination, amendment, acceleration or cancellation of, any contract, lease, loan agreement, mortgage, security agreement, trust indenture or other agreement or instrument to which Green Planet is a party or by which it is bound or to which any of their respective properties or assets is subject, nor will it result in the creation or imposition of any lien, charge or encumbrance of any kind whatsoever upon any of the properties or assets of Green Planet, nor will it result in the cancellation, modification, revocation or suspension of any of the licenses, franchises, permits to which Green Planet is bound.

Section 2.6   Consents and Approvals . No consent, waiver, authorization or approval of any governmental or regulatory authority, domestic or foreign, or of any other person, firm or corporation, is required in connection with the execution and delivery of this Agreement by Green Planet or the performance by Green Planet of its obligations hereunder.

Section 2.8   Disclosure . This Agreement and any certificate attached hereto or delivered in accordance with the terms hereby by or on behalf of Green Planet in connection with the transactions contemplated by this Agreement, when taken together, do not contain any untrue statement of a material fact or omit any material fact necessary in order to make the statements contained herein and/or therein not misleading.

Section 2.9   Litigation . There is no action, suit, proceeding or investigation pending or threatened against the Company or any subsidiary that may affect the validity of this Agreement or the right of Green Planet to enter into this Agreement or to consummate the transactions contemplated hereby.

Section 2.10   Securities Laws . Green Planet has complied in all respects with applicable federal and state securities laws, rules and regulations, including the Sarbanes Oxley Act of 2002, as such laws, rules and regulations apply to Green Planet and its securities; and (b) all shares of capital stock of the Company have been issued in accordance with applicable federal and state securities laws, rules and regulations. There are no stop orders in effect with respect to any of the Company’s securities.

Section 2.11   Tax Returns, Payments and Elections. Green Planet has timely filed all tax returns, statements, reports, declarations and other forms and documents and has, to date, paid all taxes due.

Section 2.12   ’34 Act Reports . None of Green Planet’s filings with the SEC, contains any untrue statement of a material face or omits to state a material fact necessary to make the statements therein not misleading, in light of the circumstances in which they were made.

  Section 2.13   Survival . Each of the representations and warranties set forth in this Article II shall be deemed represented and made by Green Planet at the Closing as if made at such time and shall survive the Closing for a period terminating on the second anniversary of the date of this Agreement.

ELEVATED THRONE and each of the ELEVATED THRONE SHAREHOLDERS, severally, represent, warrant and agree as follows:

Section 3.1   Corporate Organization .

a.     ELEVATED THRONE is a corporation with no prior business activities. It is duly organized, validly existing and in good standing under the laws of the British Virgin Islands and has all requisite corporate power and authority to own its properties and assets and to conduct its business as now conducted and is duly qualified to do business, is in good standing in each jurisdiction wherein the nature of the business conducted by ELEVATED THRONE or the ownership or leasing of its properties makes such qualification and being in good standing necessary, except where the failure to be so qualified and in good standing will not have a material adverse effect on the business, operations, properties, assets, condition or results of operation of ELEVATED THRONE (a "ELEVATED THRONE Material Adverse Effect" ). As of the date of this Agreement, ELEVATED THRONE owns all of the issued and outstanding equity or voting interests in Fujian Green Planet Bioengineering Co., Ltd.  (“WFOE”). WFOE is duly organized, validly existing and in good standing under the laws of the Peoples’ Republic of China (“PRC”) and has all requisite corporate power and authority to own its properties and assets and to conduct its business as now conducted and is duly qualified to do business, is in good standing in each jurisdiction wherein the nature of the business conducted by WFOE or the ownership or leasing of its properties makes such qualification and being in good standing necessary, except where the failure to be so qualified and in good standing will not have a material adverse effect on the business, operations, properties, assets, condition or results of operation of WFOE (a "WFOE Material Adverse Effect" ).

b.     Copies of the Certificate of Incorporation and By-laws of ELEVATED THRONE and WFOE, with all amendments thereto to the date hereof, have been furnished to Green Planet, and such copies are accurate and complete as of the date hereof. The minute books of ELEVATED THRONE are current as required by law, contain the minutes of all meetings of the Board of Directors and Elevated Throne Shareholders of ELEVATED THRONE, and committees of the Board of Directors of ELEVATED THRONE from the date of incorporation to the date of this Agreement, and adequately reflect all material actions taken by the Board of Directors, Elevated Throne Shareholders and committees of the Board of Directors of ELEVATED THRONE.

Section 3.2   Capitalization of ELEVATED THRONE; Title to the ELEVATED THRONE Shares . On the Closing Date, immediately before the transactions to be consummated pursuant to this Agreement, ELEVATED THRONE shall have authorized 50,000 ELEVATED THRONE Shares, of which 50,000 ELEVATED THRONE Shares will be issued and outstanding. The ELEVATED THRONE Shares are the sole outstanding shares of capital stock of ELEVATED THRONE, and there are no outstanding options, warrants, agreements, commitments, conversion rights, preemptive rights or other rights to subscribe for, purchase or otherwise acquire any shares of capital stock or other equity or voting interest or any unissued or treasury shares of capital stock of ELEVATED THRONE. As of the date hereof and on the Closing Date, each SHAREHOLDER owns and will own the ELEVATED THRONE Shares free and clear of any liens, claims or encumbrances and has and will have the right to transfer the ELEVATED THRONE Shares without consent of any other person or entity.

Section 3.3   Subsidiaries and Equity Investments; Assets . As of the date hereof and on the Closing Date, ELEVATED THRONE owns and will own all of the equity or voting interests in WFOE. ELEVATED THRONE does not and will not directly or indirectly, own any other shares of capital stock or any other equity interest in any entity or any right to acquire any shares or other equity interest in any entity and ELEVATED THRONE does not and will not have any assets or liabilities. As of the date hereof and on Closing Date, WFOE does not and will not directly or indirectly, own any shares of capital stock or any other equity interest in any entity or any right to acquire any shares or other equity interest in any entity. As of the date hereof and on the Closing Date, there are and will be no outstanding options, warrants, agreements, commitments, conversion rights, preemptive rights or other rights to subscribe for, purchase or otherwise acquire any shares of capital stock or other equity or voting interest in WFOE.

Section 3.4   Authorization and Validity of Agreements . ELEVATED THRONE has all corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by ELEVATED THRONE and the consummation of the transactions contemplated hereby have been duly authorized by all necessary corporate action and no other corporate proceedings on the part of ELEVATED THRONE are necessary to authorize this Agreement or to consummate the transactions contemplated hereby. The ELEVATED THRONE SHAREHOLDERS have approved this Agreement on behalf of ELEVATED THRONE and no other stockholder approvals are required to consummate the transactions contemplated hereby. Each SHAREHOLDER who is a natural person is over the age of 21, is competent to execute this Agreement, and has the power to execute and perform this Agreement. The execution and delivery of this Agreement by each SHAREHOLDER which is not a natural person (“Entity Shareholder”) and the consummation of the transactions contemplated hereby by each Entity Shareholder have been duly authorized by all necessary action by the Entity Shareholder and no other proceedings on the part of ELEVATED THRONE or any SHAREHOLDER are necessary to authorize this Agreement or to consummate the transactions contemplated hereby.

Section 3.5   No Conflict or Violation . The execution, delivery and performance of this Agreement by ELEVATED THRONE or any ELEVATED THRONE SHAREHOLDER does not and will not violate or conflict with any provision of the constituent documents of ELEVATED THRONE, and does not and will not violate any provision of law, or any order, judgment or decree of any court or other governmental or regulatory authority, nor violate, result in a breach of or constitute (with due notice or lapse of time or both) a default under or give to any other entity any right of termination, amendment, acceleration or cancellation of any contract, lease, loan agreement, mortgage, security agreement, trust indenture or other agreement or instrument to which ELEVATED THRONE or any ELEVATED THRONE SHAREHOLDER is a party or by which it is bound or to which any of its respective properties or assets is subject, nor result in the creation or imposition of any lien, charge or encumbrance of any kind whatsoever upon any of the properties or assets of ELEVATED THRONE or any ELEVATED THRONE SHAREHOLDER, nor result in the cancellation, modification, revocation or suspension of any of the licenses, franchises, permits to which ELEVATED THRONE or any ELEVATED THRONE SHAREHOLDER is bound.

Section 3.6   Investment Representations . (a) The Green Planet Shares will be acquired hereunder solely for the account of the ELEVATED THRONE SHAREHOLDERS, for investment, and not with a view to the resale or distribution thereof. Each ELEVATED THRONE SHAREHOLDER understands and is able to bear any economic risks associated with such ELEVATED THRONE SHAREHOLDER’S investment in the GREEN PLANET Shares. Each ELEVEATED THRONE SHAREHOLDER has had full access to all the information such ELEVATED THRONE SHAREHOLDER considers necessary or appropriate to make an informed investment decision with respect to the Green Planet Shares to be acquired under this Agreement. Each ELEVATED THRONE SHAREHOLDER further has had an opportunity to ask questions and receive answers from Green Planet’s directors regarding Green Planet and to obtain additional information (to the extent Green planet’s directors possessed such information or could acquire it without unreasonable effort or expense) necessary to verify any information furnished to such ELEVATED THRONE SHAREHOLDER or to which such ELEVATED THRONE SHAREHOLDER had access. Each ELEVATED THRONE SHAREHOLDER is at the time of the offer and execution of this Agreement, domiciled and resident outside the United States (a “PRC Shareholder” ) and is an “accredited investor” (as such term is defined in Rule 501(a) of Regulation D promulgated by the Securities and Exchange Commission under the Securities Act).

(b) No PRC Shareholder, nor any affiliate of any PRC Shareholder, nor any person acting on behalf of any PRC Shareholder or any behalf of any such affiliat