Stem Cell Therapy International, Inc. Sample Contracts

AmStem Corp – EMPLOYMENT AGREEMENT (September 7th, 2010)

THIS EMPLOYMENT AGREEMENT (the “Agreement”), dated as of September 1, 2010 (the “Effective Date”), is entered into by and between AmStem Corporation (the “Company”), and DWIGHT C. BRUNOEHLER, a resident of Maitland, Florida (the “Executive”).

AmStem Corp – Press Release Histostem Director of International Affairs Brian Lee Appointed to AmStem Board (August 18th, 2010)

San Francisco, CA – August 18, 2010 – AmStem Corporation (OTCBB: AMST), a leading provider of biotherapeutic and cosmetic stem cell products, stem cell collection and storage expertise and access to nanotechnology vital to stem cell research, announced today the appointment of Yong-Kil (Brian) Lee, Director of International Affairs of AmStem’s subsidiary Histostem, to the AmStem Board of Directors.

AmStem Corp – Press Release AmStem Announces Delay in Filing of Annual Statements (July 19th, 2010)

San Francisco, CA – July 19, 2010 – AmStem Corporation (OTCBB: AMST), a leading provider of biotherapeutic and cosmetic stem cell products, stem cell collection and storage expertise and access to nanotechnology vital to stem cell research, announced today that filing of its annual financial statements for fiscal year ended March 31, 2010 with the Securities and Exchange Commission will be delayed.

Stem Cell Therapy International, Inc. – STEM CELL THERAPY INTERNATIONAL, INC. SIGNS AGREEMENT WITH HISTOSTEM FOR WORLDWIDE DISTRIBUTION OF STEMIXX COSMETIC PRODUCTS JUST APPROVED BY THE KOREAN FDA (December 1st, 2009)

TAMPA, Fla. – December 1, 2009 – Stem Cell Therapy International Inc. (OTCBB: SCII) announced that it has signed an agreement with Histostem Ltd. of South Korea (“Histostem”), for the exclusive, worldwide rights to the distribution of the Company’s existing SteMixx line of stem cell based cosmetic products, as well as future products under development. Previously available for purchase only in Korea, SteMixx received approval last month from the Korean FDA as an effective cosmetic for the treatment of aging skin. Stem Cell Therapy International will seek similar product validations from regulatory agencies in the United States and Europe and expects to begin distributing SteMixx products in the United States in early 2010.

Stem Cell Therapy International, Inc. – EMPLOYMENT AGREEMENT (November 16th, 2009)

This Employment Agreement (the “Agreement”) is made and entered into as of November 10, 2009 and effective as of the first day of January 1, 2010, by and between STEM CELL THERAPY INTERNATIONAL, INC. (in the process of changing the name to Amstem Corporation), a corporation organized under the laws of Nevada (the “Company”), and David Stark, an individual (“Executive”), residing in Mill Valley, CA.

Stem Cell Therapy International, Inc. – EMPLOYMENT AGREEMENT (November 16th, 2009)

This Employment Agreement (the “Agreement”) is made and entered into as of November 10, 2009 and effective as of the first day of January 1, 2010, by and between STEM CELL THERAPY INTERNATIONAL, INC. (in the process of changing the name to Amstem Corporation), a corporation organized under the laws of Nevada (the “Company”), and Andrew J. Norstrud, an individual (“Executive”), residing in Tampa, Florida.

Stem Cell Therapy International, Inc. – STEM CELL THERAPY INTERNATIONAL, INC. WARRANT TO PURCHASE COMMON STOCK (November 3rd, 2009)

Stem Cell Therapy International, Inc., a Nevada corporation (“Company”), hereby certifies that, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Socius CG II, Ltd., a Bermuda exempted company, the holder hereof, or its designees or assigns (“Holder”), is entitled, subject to the terms set forth below, to purchase from the Company, at the Exercise Price (as defined below) then in effect, upon surrender of this Warrant to Purchase Common Stock (including any Warrants to Purchase Common Stock issued in exchange, transfer or replacement hereof, the “Warrant”), at any time or times after issuance and until 11:59 p.m. Eastern time on the fifth anniversary of the Issuance Date subject to acceleration pursuant to Section 3.3 hereof, that number of duly authorized, validly issued, fully paid and non-assessable shares of Common Stock set forth above and as adjusted herein (the “Warrant Shares”). This Warrant may only be exercised for that number

Stem Cell Therapy International, Inc. – PREFERRED STOCK PURCHASE AGREEMENT (November 3rd, 2009)

This Preferred Stock Purchase Agreement (“Agreement”) is entered into and effective as of November 2, 2009 (“Effective Date”), by and among Stem Cell Therapy International, Inc., a Nevada corporation (“Company”), and Socius Capital Group, LLC, a Delaware limited liability company, dba Socius Life Sciences Capital Group, LLC (including its designees, successors and assigns, “Investor”).

Stem Cell Therapy International, Inc. – STEM CELL THERAPY INTERNATIONAL, INC. AMENDED AND RESTATED CERTIFICATE OF DESIGNATIONS OF PREFERENCES, RIGHTS AND LIMITATIONS OF SERIES A PREFERRED STOCK (November 3rd, 2009)
Stem Cell Therapy International, Inc. – PRESS RELEASE For Immediate Release Stem Cell Therapy International, Inc. 13406 Racetrack Road #233, Tampa, FL 33626 TAMPA, Fla. – October 28, 2009 – Stem Cell Therapy International Inc. (OTC: SCII) released the following: Dear Shareholders, Partners and Friends, (October 29th, 2009)

The past six weeks have been very exciting for management and our shareholders. After a period of uncertainty, Stem Cell Therapy (SCII) was able to facilitate a settlement in a lingering lawsuit with terms that were favorable for shareholders; and more importantly, this settlement freed us to move forward with our planned reorganization and stock purchase agreement with Histostem Korea.

Stem Cell Therapy International, Inc. – PRESS RELEASE For Immediate Release Stem Cell Therapy International, Inc. 13406 Racetrack Road #233, Tampa, FL 33626 (October 20th, 2009)

TAMPA, Fla. – October 20, 2009 – Stem Cell Therapy International, Inc. (OTCBB: SCII) announced that Histostem Ltd. of South Korea (“Histostem”), has been awarded European Patent Number 04793573.9-2406, entitled “Method of Isolating and Culturing Mesenchymal Stem Cell Derived from Umbilical Cord Blood.” This newly-patented method is used to isolate stem cells directly from a freshly donated cord blood sample greatly enhancing the immediacy and point-of-care possibilities for patients seeking treatment with stem cells derived from a non-controversial source. This is the first patent awarded for this unique method in the world, and complements Histostem’s recently awarded U.S. Patent for isolating stem cells from cryopreserved (frozen) cord blood.

Stem Cell Therapy International, Inc. – PRESS RELEASE For Immediate Release Stem Cell Therapy International, Inc. 13406 Racetrack Road #233, Tampa, FL 33626 (October 8th, 2009)

TAMPA, Fla. – October 8, 2009 – Stem Cell Therapy International Inc. (OTC: SCII) announced that it’s soon to be subsidiary, Histostem Ltd. of South Korea (“Histostem”), has been awarded U.S. Patent Number 7,582,477 B2, entitled “Method of Isolating and Culturing Mesenchymal Stem Cell Derived from Cryopreserved Umbilical Cord Blood.” This patented method is utilized across the company for research, clinical and cosmetic applications. The method is central to obtaining the primary ingredients in the development and manufacturing of the Company’s Stem Cell Facial Cream, as well as for previous and anticipated future clinical trials.

Stem Cell Therapy International, Inc. – PRESS RELEASE For Immediate Release Stem Cell Therapy International, Inc. 13406 Racetrack Road #233, Tampa, FL 33626 STEM CELL THERAPY INTERNATIONAL, INC. ANNOUNCES MERGER WITH HISTOSTEM AND LAUNCHING OF AMSTEM, INTERNATIONAL, INC. (September 25th, 2009)

TAMPA, Fla. – September 25, 2009 – Stem Cell Therapy International Inc. (“SCII”) – is proud to announce the execution of the Reorganization and Stock Purchase Agreement (“the Agreement”) with Histostem Co., Ltd. a Korean company (“Histostem” and together with SCII, “the parties”). This results in one of the first fully merged Pacific Rim stem cell companies and cord blood repositories with a U.S. entity. Following the execution of the Agreement, AmStem International, Inc. (“AmStem”) – a wholly-owned subsidiary of SCII – will be managing the U.S. operations of Histostem.

Stem Cell Therapy International, Inc. – AMENDED AND RESTATED REORGANIZATION AND STOCK PURCHASE AGREEMENT (September 25th, 2009)

This REORGANIZATION AND STOCK PURCHASE AGREEMENT dated as of September 23, 2009 (this “Agreement”) amends and restates that certain Reorganization and Stock Purchase Agreement originally entered into March 11, 2008 (as subsequently amended), (collectively, the “Original Agreement”), is by and between Stem Cell Therapy International, Inc., a Nevada corporation (“SCII”), and Histostem Co., Ltd., a Korean Company (“Histostem,” and together with SCII, the “Parties”).

Stem Cell Therapy International, Inc. – SETTLEMENT AGREEMENT AND RELEASE PARTIES (September 10th, 2009)

This SETTLEMENT AGREEMENT AND RELEASE (the “Agreement”) is dated as of September 4, 2009 and is entered into by and among the following natural persons and corporations which are parties to various cases now pending before the Los Angeles Superior Court, as set forth below, plus one company which is not a party but highly interested in the proceedings:

Stem Cell Therapy International, Inc. – PRESS RELEASE For Immediate Release Company Contact: Stem Cell Therapy International, Inc. David Stark President davidlstark@gmail.com (September 10th, 2009)

TAMPA, Fla. – September 10, 2009 – Stem Cell Therapy International Inc. (SCII), announced today that the Company has agreed to be a party to the settlement between Histostem, Incorporated, a Delaware Corporation (“Histostem USA”) and Histostem Corporation, a Korean Corporation (“Histostem Korea”). The agreement is contingent upon the close of the SCII and Histostem Korea merger, and specifically, the agreement is contingent that at the close of the merger, SCII will acquire no less than 90% of the total fully diluted equity of Histostem Korea.

Stem Cell Therapy International, Inc. – PRESS RELEASE For Immediate Release Company Contact: Stem Cell Therapy International, Inc. David Stark, President Info@scticorp.com (April 2nd, 2009)

TAMPA, Fla. – April 2, 2009 – Today, Stem Cell Therapy International Inc. (SCII) – soon to be known as AmStem International after a successful merger with Histostem Ltd, of South Korea (“the Company”) – is proud to announce its first new product, a cosmetic face cream made with stem cells.

Stem Cell Therapy International, Inc. – PRESS RELEASE For Immediate Release Company Contact: Stem Cell Therapy International, Inc. David Stark, President Info@scticorp.com (March 31st, 2009)

TAMPA, Fla. – March 31, 2009 – Stem Cell Therapy International Inc. (SCII) – soon to be known as AmStem International after a successful merger with Histostem Ltd, of South Korea (“the Company”) – is proud to announce today that the Company is now ready to replicate, on an international scale, the remarkably successful Stem Cell Leadership Program developed by Dr. Hoon Han in South Korea. The Company and Histostem Ltd. leaders will collaborate to establish a dynamic system – that can be operated virtually anywhere in the world – of stem cell collection, storage, research and therapeutic services; based on the proven success of Histostem, Ltd. in Asia.

Stem Cell Therapy International, Inc. – PRESS RELEASE For Immediate Release Company Contact: Stem Cell Therapy International, Inc. David Stark, President Info@scticorp.com (March 23rd, 2009)

TAMPA, Fla. – March 19, 2009 – Stem Cell Therapy International Inc. (SCII, or “the Company”), announces today that the Company has been involved in strategic meetings with global stem cell representatives to execute its strategic plan, the details of which will be released in the next couple of weeks. “We are not wasting any time, but are already leveraging our leadership position with the merger of Stem Cell Therapy International, Inc. and Histostem, Ltd. of South Korea,” said the Company President, David Stark. “Our status as the largest accredited Cord blood Bank in the world puts us in a unique position to realize our strategic plan sooner than expected, and we are already drawing attention from other international biotechnology leaders.”

Stem Cell Therapy International, Inc. – PRESS RELEASE For Immediate Release Company Contact: Stem Cell Therapy International, Inc. David Stark President Info@scticorp.com (March 17th, 2009)

TAMPA, Fla. – March 17, 2009 – Stem Cell Therapy International Inc. (SCII), announced today that the Company has obtained short term financing, enabling the Company to update and finalize the merger between Stem Cell Therapy International, Inc. (the “Company” or “AmStem International”), and the Histostem Corporation, Ltd (Korea), which has been filed previously with the SEC. This short term financing will allow the Company to continue to pay necessary vendors to maintain the Company’s public filing requirements, begin collaborations of operations between Histostem and AmStem International, finish the documents necessary to continue with the private placement and proceed with the execution of the Company’s strategic plan.

Stem Cell Therapy International, Inc. – PRESS RELEASE For Immediate Release Company Contact: Stem Cell Therapy International, Inc. David Stark President Info@scticorp.com (December 11th, 2008)

TAMPA, Fla. – December 11, 2008 – Stem Cell Therapy International Inc. (SCII), announces today that the Company is in the final stages of completing the merger between Stem Cell Therapy International, Inc. (the “Company” or “AmStem International”), and the Histostem Corporation, Ltd (Korea), which has been filed previously with the SEC.

Stem Cell Therapy International, Inc. – MEMORANDUM OF UNDERSTANDING This updated Memorandum of Understanding (the "MOU") is made effective as of February 22, 2008 (the "Effective Date"), by and among Stem Cell Therapy International, Inc., a U.S. publicly traded corporation ("SCTI"), Calvin Cao, Chairman and CEO of SCTI, and Dr. Hoon Han, President and CEO of Histostem Co., Ltd., a Korean company ("Histostem") and together with Dr. Han and Histostem, Mr. Cao and SCTI are collectively referred to as the "Parties". Definitions Following abbreviations shall be used to define their exact meaning in this MOU: a. "SCTI" shall mean the Stem (February 29th, 2008)
Stem Cell Therapy International, Inc. – BUSINESS ADVISORY AGREEMENT --------------------------- This Agreement is made and entered into as of this __ day of September, 2007, between Stem Cell Therapy International, Inc., a Nevada corporation with its principal offices in Tampa, Florida (the "Company") and Newbridge Securities Corporation, a Virginia corporation with its principal offices in Ft. Lauderdale, Florida (the "Advisor"). WHEREAS, the Company is seeking certain services and advice regarding the Company's business and financing activities; and WHEREAS, the Advisor is willing to furnish certain business and financial related (November 20th, 2007)
Stem Cell Therapy International, Inc. – SECURITIES PURCHASE AGREEMENT SECURITIES PURCHASE AGREEMENT (this "AGREEMENT"), dated as of July __, 2007, by and among Stem Cell Therapy International, Inc. a Nevada Corporation, with headquarters located at 2203 North Lois Avenue, 9th Floor, Tampa, FL 33607 (the "COMPANY"), and ___________________ (the "BUYER" and collectively the "Buyers") with an address of _______________________________. WHEREAS: A. The Company and the Buyer are executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by the rules and regulations as promulgated by the U (August 23rd, 2007)
Stem Cell Therapy International, Inc. – TERM SHEET FOR SECURITIES OFFERING THE COMPANY: Stem Cell Therapy International, Inc. 2203 North Lois Avenue 9th Floor Tampa, FL 33607 Attn: Calvin Cao, CEO & President -------------------------- ------------------------------------------------- Newbridge Securities Corporation 1451 W. Cypress Creek Road, Suite 204 EXCLUSIVE MANAGING Ft. Lauderdale, Florida 33309 PLACEMENT AGENT: Attn: Guy Amico, President -------------------------- ------------------------------------------------- Up to 2,000,000 shares of restricted common stock of the Company (the "Securities") at a price of $.125 per SECUR (August 16th, 2007)
Stem Cell Therapy International, Inc. – CONSULTING AGREEMEN 1. Parties CONSULTING AGREEMENT dated as of June 7.2006 between Stem Cell Therapy International, Inc:. a NV corporation having an office at 2203 North Lois Ave., 9th floor suite 901, Tatnpa. F]oridA 33607 (the "Company") and Rick Langley, with executive offices located at 8233 Roxbury Road; LA CA 90069 (the "Consultant"). 2. Recitals 2.1. This Agreement is made with reference to the following facts and circumstances. (a.) The Company wishes to engage the services of the Consultant to advise and consult with the Company on certain business matters in foreign and domestic mar (November 14th, 2006)
Stem Cell Therapy International, Inc. – BRIDGEHEAD GROUP LIMITED PROFESSIONAL SERVICES AGREEMENT (STATEMENT OF WORK) Parties: Client : SCTI Contact : Calvin Cao Title : CEO Address : 2203 North Lois Avenue, 9th Floor, Tampa FL 33607 Telephone : (813) 600-4088 Facsimile : (813) 830-6112 E-mail : calvin@scticorp.com Consultant : Bridgehead Group Limited, Inc. (BHG) Contact : Jeppa Leth Hansen Title : CEO-President Address : 545 Madison Avenue, 17th Floor, New York, New York 10022 Telephone : (212) 355-8542 Facsimile : (212) 355-8563 E-mail : jhansen@bhgltd.com Background and Summary of Request --------------------------------- Client (April 25th, 2006)
Stem Cell Therapy International, Inc. – STEM CELL THERAPY INTERNATIONAL, INC. SCTI MEDICAL AND SCIENTIFIC ADVISORY BOARD AGREEMENT THIS AGREEMENT is made this 2nd day of December, 2005, by and between STEM CELL THERAPY INTERNATIONAL, INC.; a corporation duly incorporated under the laws of Nevada, with its principal office located at 2203 North Lois Ave., 9th Floor, Tampa, Florida 33594, herein ("the Company''), and Dr. Igor Katkov, Ph.D. as a member of the SCTI Medical and Scientific Advisory Board, herein ("the Advisor"). In consideration of the mutual agreements contained in this document, the parties, intending to be legally boun (April 25th, 2006)
Stem Cell Therapy International, Inc. – CONSULTING AGREEMENT This Consulting Agreement ("Agreement") is entered into as of the 1st day of September, 2005 (the "Effective Date") by and between STEM CELL THERAPY INTERNATIONAL, CORP. ("Company"), a Nevada corporation, with its principal office located at 2203 North Lois Ave., 9th Floor, Tampa, Florida 33607 and EUROPEAN CONSULTING GROUP, LLC having a permanent address at 13318 Philmont Avenue, Philadelphia, PA 19116 ("Consultant"). WHEREAS, the Company desires to retain Consultant as an independent contractor to perform certain services for the Company, and Consultant is willing to per (April 25th, 2006)
Stem Cell Therapy International, Inc. – CONSULTING AGREEMENT This Consulting Agreement ("Agreement") is entered into as of the 1st day of September, 2005 (the "Effective Date") by and between STEM CELL THERAPY INTERNATIONAL, CORP. ("Company"), a Nevada corporation, with its principal office located at 2203 North Lois Ave., 9th Floor, Tampa, Florida 33607 and GLOBAL MANAGEMENT ENTERPRISES, LLC having a permanent address at 1760 Market Street, Suite 1100, Philadelphia, PA 19103 ("Consultant"). WHEREAS, the Company desires to retain Consultant as an independent contractor to perform certain services for the Company, and Consultant is w (April 25th, 2006)
Stem Cell Therapy International, Inc. – STEM CELL THERAPY INTERNATIONAL, INC. SCTI BUSINESS DEVELOPMENT ADVISORY AGREEMENT THIS AGREEMENT is made this 7th day of February, 2006, by and between STEM CELL THERAPY INTERNATIONAL, INC.; a corporation duly incorporated under the laws of Nevada, with its principal office located at 2203 North Lois Ave., 9th Floor, Tampa, Florida 33594 ("the Company''), and GUS YEPES as an SCTI Business Development Advisor for Costa Rica, herein ("the Business Development Advisor"). In consideration of the mutual agreements contained in this document, the parties, intending to be legally bound, agree as fol (April 25th, 2006)
Stem Cell Therapy International, Inc. – CONSULTING AGREEMENT This Consulting Agreement ("Agreement") is entered into as of the 1st day of September, 2005 (the "Effective Date") by and between STEM CELL THERAPY INTERNATIONAL, CORP. ("Company"), a Nevada corporation, with its principal office located at 2203 North Lois Ave., 9th Floor, Tampa, Florida 33607 and USA CONSULTING GROUP, LLC having a permanent address at 3357 Pine Rd. Huntingdon Valley, PA 19007 ("Consultant"). WHEREAS, the Company desires to retain Consultant as an independent contractor to perform certain services for the Company, and Consultant is willing to perform such (April 25th, 2006)
Stem Cell Therapy International, Inc. – STEM CELL THERAPY INTERNATIONAL, INC. SCTI MEDICAL AND SCIENTIFIC ADVISORY BOARD AGREEMENT THIS AGREEMENT is made this 24th day of October, 2005, by and between STEM CELL THERAPY INTERNATIONAL, INC.; a corporation duly incorporated under the laws of Nevada, with its principal office located at 2203 North Lois Ave., 9th Floor, Tampa, Florida 33594 ("the Company''), and DR. JORGE QUINTERO, MD. as a member of the SCTI Medical and Scientific Advisory Board, herein ("the Advisor"). In consideration of the mutual agreements contained in this document, the parties, intending to be legally bound, agre (April 25th, 2006)
Stem Cell Therapy International, Inc. – STEM CELL THERAPY INTERNATIONAL, INC. SCTI MEDICAL AND SCIENTIFIC ADVISORY BOARD AGREEMENT THIS AGREEMENT is made this 5th day of April 2006, by and between STEM CELL THERAPY INTERNATIONAL, INC.; a corporation duly incorporated under the laws of Nevada, with its principal office located at 2203 North Lois Ave., 9th Floor, Tampa, Florida 33607 ("the Company''), and DR. NICHOLAS KIPSHIDZE, MD., as a member of the SCTI Medical and Scientific Advisory Board, herein ("the Advisor"). In consideration of the mutual agreements contained in this document, the parties, intending to be legally bound, agr (April 25th, 2006)
Stem Cell Therapy International, Inc. – CONSULTING AGREEMENT -------------------- This Agreement, dated as of January 4, 2005 between E. Almodovar, President of RES Holdings Corp. with offices at 503 Nassau Ave, Freeport, NY and ("CONSULTANT") and Stem Cell Therapy International Corp. with offices at ("CLIENT"), 2203 North Lois Avenue, 9th Floor, Suite 929, Tampa, Fl RECITALS A.CLIENT desires to retain CONSULTANT to render consulting and advisory services for CLIENT on the terms and conditions set forth in this Agreement and CONSULTANT desires to be retained by CLIENT on such terms and conditions. NOW, THEREFORE, CLIENT and CONSULTA (April 25th, 2006)