Exhibit 10.02 ONE Bio Corp. 19950 West Country Club Drive, Suite 100 Aventura, Florida 33180 February 28, 2011

This letter confirms the mutual understanding of One Bio Corp. (“ONE”) and UTA Capital, LLC, Gal Dymant and Alan Fournier (collectively, the “Consulting Firms”), regarding the provision of consulting and advisory services by the Consulting Firms to ONE, and the agreement of ONE to compensate the Consulting Firms for such services, all on the terms and conditions hereinafter set forth (the “Agreement”).  Our agreement is as follows:

1. Engagement.

 

(a)  ONE hereby retains the Consulting Firms to perform, and the Consulting Firms hereby agree to perform, consulting and advisory services for ONE during the Consulting Period (as defined below) in connection with financial matters, capitalization structures, private capital financing and business strategies.

 

(b)  ONE acknowledges that no Consulting Firm nor any officer, director or managing member of any Consulting Firm will have any liability or duties to ONE or its shareholders by reason of entering this Agreement or performing or failing to perform services hereunder. ONE agrees to indemnify and hold each Consulting Firm and its officers, directors, members, partners, shareholders and affiliates (“Indemnified Parties”) harmless from any loss, liability, cost or expense imposed on such Indemnified Parties as a result of the Consulting Firm entering this Agreement or performing or failing to perform services hereunder.

(c)  During the Consulting Period, a Consulting Firm shall not be required to devote any minimum business time and attention to the performance of the Consulting Firm’s duties hereunder, each Consulting Firm may perform services for other clients and may engage in any other business, profession or occupation for compensation or otherwise, including those which would conflict with any of its obligations hereunder.

 

2. Period. The Consulting Firm’s consultancy hereunder shall commence on the date hereof and continue until November 10, 2011.  In addition, the Consulting Period shall end if ONE is in default of any obligations due to any of the Consulting Firms, whether under this Agreement or otherwise.

 

3. Compensation of Consulting Firm for Services.

 

(a)  Compensation.  In exchange for a Consulting Firm agreeing to enter into this Agreement, ONE hereby grants to each Consulting Firm, severally and not jointly, the option to sell certain shares of ONE Common Stock identified on Schedule 1 to ONE on the terms set forth below (the “Put Right”):

(i) Price. The price per share to be paid by ONE for the shares shall be $5.00 per share, net of any taxes and transfer fees (the “Put Price”).

 

(ii) Put Right Exercise Period. The option may be exercised by a Consulting Form at any time or from time to time after June 8, 2011 and ending June 7, 2016.

 

(iii) Initial Volume Limitation; Proration. The aggregate number of shares required to be purchased pursuant to the Put Right shall not exceed 150,000 shares for all of the Consulting Firms, of which the maximum number of shares required to be purchased pursuant to the Put Right prior to November 10, 2011 shall not exceed 90,000 shares in the aggregate. In the event shares tendered for purchase by ONE prior to November 10, 2011 exceed that amount, ONE shall purchase the shares tendered pro rata based on the respective maximum share amounts listed on Schedule 1.

 

(iv) Exercise Procedure and Payment.  A Consulting Firm may exercise his or its Put Right by email or written notice to ONE, with a copy to other Consulting Firms (but shall not be required to give notice to any other Consulting Firm after November 10, 2011) stating the number of shares which it desires to sell to ONE, accompanied or followed by tender of share certificates duly endorsed or accompanied by stock powers duly signed in blank form, with signature guarantees. Payment of the Put Price shall be made by ONE by wire transfer of funds to the Consulting Firm within three business days of receipt of the foregoing documentation, but shall not be required to be made before June 10, 2011. Time shall be of the essence with respect to payment of the Put Price, failing which the Consulting Firms shall be entitled to their rights under Section 3(b) and 3(c) and Section 4(e). Upon receipt by the Consulting Firm of the Put Price the tendered shares shall be cancelled or, at the option of ONE, designated as treasury shares.

(b)  Security.  As security for ONE’s Put Right obligations set forth above, ONE, no later than one day following the later of (1) release of any existing collateral securing any other obligations of ONE to a Consulting Firm, and (2) termination of UTA’s signature authority over ONE’s PRC-based accounts, but in any event no later than May 31, 2011, time being of the essence with respect to such date:

 

(i)  shall cause to be established and funded a PRC-based bank cash or investment account, under the sole control of UTA Capital LLC as regards withdrawals and transfers of funds (the “Blocked PRC Account”), that shall at all times hold cash or short-term cash-equivalents initially in the amount of $1,500,000, but at all times equal to not less than 200% of the aggregate amount due under all Put Rights if all shares subject thereto and not previously purchased by ONE were tendered, and in no event less than $750,000 until the first to occur of (x) all remaining shares subject to Put Rights are purchased, or (y) December 31, 2011, at which time the Share Collateral (as defined below in Section 3(b)(ii)) shall be released and the US Cash Collateral Account (as defined below in Section 3(c)) shall terminate; and

 

(ii)  shall cause one or more of its principal shareholders to deposit share certificates, with stock powers duly endorsed in blank and signature guarantees, representing 500,000 shares of its Common Stock (the “Share Collateral”), with the Consulting Firms or their designee, as security for the obligations of ONE hereunder.