|UCLbiomedica
|------------

|                        |  | Dr Christina Panaretou               
|----------------------- |  | -------------------------------------
|                        |  | Business Development Manager UCL     
|                        |  | BioMedica PIc                        
|                        |  | The Network Building (2ndFloor) 97   
|                        |  | Tottenham Court Road                 
|                        |  | London W IT 4TP                      
|                        |  | United Kingdom                       
|                       
|Mike Chan               |  | T: +44 (0)20 7679 9846               
|Technology Investigator |  | E: c.panaretou@uclbiomedica.ucl.ac.uk
|US Biodefense Inc.      |  | F; +44 (0)20 7679 9838               
|13674 Valley Blvd       |  |                                      
|City of Industry        |  |                                      
|CA 91746                |  |                                      
|U.S.A.                  |  |                                      



|15th February 2005Dear Mike,
|----------------------------



|RE: Option Agreement UCL- US Biodefense.
|----------------------------------------

Please find enclosed two copies of the above Option Agreement - one copy is fully executed with both signatures. I have included another copy which requires Mr David Chin's signature - if you can return one fully executed
copy for our records to the above address, I would be very grateful.

If you have any queries, please do not hesitate to contact me.



|Yours Sincerely,
|----------------



|Christina Panaretou
|-------------------

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|UCLbiomedica
|------------



| | OPTION AGREEMENT
| | ----------------

This Agreement, efective the14thday ofFebruary,
2005("Effective Date") by and between US Biodefense hereinafer referred to as "OPTIONEE", a corporation having principal offices at 13674 Valley Blvd. City of Industry, CA 91746 and UCL

Biomedica PLC hereinafter referred to as "LICENSOR", a corporation having principal offces at C/o Finance Division, University College London, Gower Street, London WC lE 6BT. OPTIONEE and LICENSOR are also each referred
individually as "Party" and collectively as "Parties".

RECITALS

WHEREAS, LICENSOR is a wholly owned subsidiary of University College London (hereinafter "UCL") and holds the ownership interests of patents and biological materials made by UCL's
staff and administers licenses in a manner



|consistent with the Patent Policy of UCL; and
|---------------------------------------------

WHEREAS, LICENSOR has filed and holds title to European Patent Application No. 02743434.9,and US patent application 10/483,190entitled "Liver cell progenitor and use for the treatment of liver disease" and related foreign applications (hereinafer "Applications"); and

WHEREAS, Dr Paul Dhillon, Dr Mark Lowdell, Dr Clare Selden and Dr AlbertoQuaglia ("Inventors") are inventors of the Applications; and

WHEREAS, OPTIONEE has business interest in the commercial development and sale of products based on Applications and Patents; and

WHEREAS, LICENSOR has an interest in the commercial development and utilization of the inventions comprising Applications and Patents ("Technology") in the public interest and is
willing to enter into this Agreement for those purposes; and

WHEREAS, the Parties wish to cooperate further on the evaluation and development of Inventions during which time OPTIONEE desires to retain an option to license Applications and
Patents.

NOW THEREFORE, OPTIONEE and LICENSOR agree to the following:

AGREEMENT TERMS AND CONDITIONS

|1 | The effective period of this agreement is from Effective Date for a period of ninety (90) days (hereinafter "Option Period"). OPTIONEE may extend the Option Period for thirty (30) day periods beyond the original ninety (90)
day period, provided that (a) it pays in advance an extension fee of£3,709.30per thirty (30) day period; and (b) it is in compliance with the provisions of paragraph 5,
and making progress towards consummating a license; and (c) it
|- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| 

---

|   | has paid outstanding invoiced patenting fees as required by paragraph 4 of this Agreement.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|2. | During the Option Period, and contingent on LICENSOR's receipt of the payments described herein,, LICENSOR hereby grants OPTIONEE an exclusive option to negotiate a non-exclusive license to Applications and Patents and
related know-how ("Optioned Applications and Patents") under the terms defined in Appendix A ("Option Rights").                                                                                                                                                                                                                                                                                                                                                              
|  
|3. | During the Option Period, LICENSOR shall not enter intoa licenseto Optioned Applications and Patents with any third party or enter into any
discussions, correspondence or any other form of communication, directly or indirectly, with third parties regarding the same.                                                                                                                                                                                                                                                                                                                                                                                                                              
|  
|4. | In consideration of its Option Rights, OPTIONEE agrees to pay LICENSOR£l3,245.53(hereinafter "Option Fee) payable£5,298.21upon signatory and£2,649.19monthly. During the Option Period, LICENSOR shall bill OPTIONEE in an
itemized LICENSOR invoice, and OPTIONEE shall pay such invoice within thirty (30) days of receipt.If OPTIONEE fails toreimburse LICENSOR for such expenses withinthirty (30) days of receipt ofinvoice, this Agreement shall immediately terminate.LICENSOR shall
reasonably consult with OPTIONEE regarding the fling and prosecution of Optioned Application(s) and shall provide OPTIONEE, upon request, with copies of all correspondence with government patent offices.
|  
|5. | During the Option Period, OPTIONEE and LICENSOR shall negotiate in good faith a license agreement. Such license agreement shall include the up front payments, royalties, minimum royalties, license maintenance fees,
sublicensing income and patent cost reimbursement and also include the developmental milestones, milestone payments, and performance requirements.                                                                                                                                                                                                                                                                                                                               
|  
|6. | In the event that the Parties are unable to agree on the final terms of a license agreement during the Option Period after having attempted to negotiate in good faith, then, thereafer, LICENSOR shall be free to license
Optioned Applications and Patents to any third party or parties of its choosing under terms and conditions of its choice without any obligation to OPTIONEE. Notwithstanding anything herein to the contrary, LICENSOR shall keep confidential and not
discuss with any person, other than employees, directors, officers, attorneys, accountants and other representatives on a need-to-know basis, the existence and/or terms of this Option Agreement.                    
|  
|7. | During the Option Period, OPTIONEE may use Optioned Applications and Patents solely for the purposes of evaluation, and shall engage in no commercial use thereof, including the fling of patent application that result from
or incorporate Technology.                                                                                                                                                                                                                                                                                                                                                                                                                                                
|  

8.During the Option Period, the OPTIONEE can contact the Inventors

("Consultation Period") for advice relating to methods for isolating liver stem

cell progenitors as described in the Applications. The Consultation Period for

---

each Inventor will be for a total of one (1) hour every thirty (30) days during the Option Period.

|9.  | The Parties each represent and warrant that they have the right to enter into this Agreement and no approvals or consents are required. The Parties each represent and warrant that the entering into of this Agreement will
not violate or breach any other agreement or obligation, including without limitation, obligations to actual or potential commercial sponsors. LICENSOR warrants that it has the right to convey to OPTIONEE the rights granted under this Agreement and
anticipated to be transferred under a license agreement, free and clear of any lien, license, or other encumbrance of any kind.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|10. | LICENSOR makes no representation or warranty that filed Application(s) will result in issued patents.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   
|1   | 1. LICENSOR represents and warrants that, to the best of its knowledge, the                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   

Optioned Applications and Patents are subsisting and are not invalid or unenforceable in whole or in part.

|12. | Except as specifically stated in paragraph 13 or otherwise herein, nothing herein shall be construed as granting by implication, estoppel, or otherwise any licenses or rights under any patents or other rights of other
persons, other than Optioned Applications and Patents.                                                                                                                                                                                                                                                                                                                                                   
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|13. | LICENSOR is under no obligation to furnish any technology or technological information other than (1) that described and claimed in Application(s) and Patent(s) and (2) related know-how, improvements or enhancements
thereof, which shall be made available as part of the intellectual property licensed under the License Agreement. Notwithstanding the foregoing, OPTIONEE shall have a right of first refusal to license related technologies on terms and conditions to
be negotiated between the parties, but in no event less favorable than the terms and conditions relating to the Optioned Applications and Patents.
|   
|14. | LICENSOR does not make any representations, extend any warranties of any kind, express or implied, or assume any responsibility whatever concerning the manufacture, use, or sale, lease or other disposition by OPTIONEE or
its vendees or transferees of products made using Optioned Applications and Patents.                                                                                                                                                                                                                                                                                                                  
|   
|15. | Except as expressly set forth in this Agreement, (1) LICENSOR MAKES NO REPRESENTATIONS AND EXTENDS NO WARRANTIES OF ANY                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   
|    | KIND, EITHER EXPRESS OR IMPLIED and (2) THERE ARE NO                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   
|    | EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR THAT THE USE OF THE LICENSED PRODUCTS WILL NOT INFRINGE ANY PATENT, COPYRIGHT, TRADEMARK, OR OTHER RIGHTS OR ANY OTHER EXPRESS OR
IMPLIED WARRANTIES.                                                                                                                                                                                                                                                                                                                                                                                     
|   

---

16.Notices and payments to LICENSOR shall be sent to:



| | Mr Simon QuitterUCL Biomedica PLCThe Network Building
| | -----------------------------------------------------



| | 97 Tottenham Court Road,London W 1 T 4TPUnited KingdomNotices to OPTIONEE shall be sent to:David ChinUS Biodefense, Inc.13674 Valley Blvd.City of Industry, CA 91746
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------

|17. | Payments are to be made in GBP Pounds sterling. The Optionee will pay all charges.                                                                                                                                                                                                                                                                                                                
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|18. | This Agreement, including its Appendix, is the complete and exclusive agreement between the Parties regarding its subject matter and supersedes any prior oral or written communications or understandings between the Parties
related to its subject matter. No modification, amendment or waiver may be accomplished to the terms of this Agreement without the written consent of both Parties.
|   

AGREED by the Parties through their authorised signatories:



|For and on behalf of
|--------------------



|For and on behalf of
|--------------------



|UCL Biomedica plc
|-----------------



|US Biodefense, Inc.
|-------------------

|Signed            |  | Signed           
|----------------- |  | -----------------
|C. A TARHAN       |  | David Chin       
|Print Name        |  | Print Name       
|Managing Director |  | CEO              
|Title             |  | Title            
|16 FEB 2005       |  | February 14, 2005
|Date              |  | Date             

---

|APPENDIX A   
|-------------
|License Terms
|The Parties  
|             

|Definitions |  | Applications and Patents |  | European Patent Application No. 02743434.9          
|----------- |  | ------------------------ |  | ----------------------------------------------------
|           
|            |  |                          |  | US patent application. 10/483,190                   
|           
|            |  |                          |  | Inventor(s): Dr Paul Dhillon, Dr Mark               
|            |  |                          |  | Lowdell, Dr Clare Selden and Dr Alberto             
|            |  |                          |  | Quaglia                                             
|           
|            |  |                          |  | Application Title:: Liver cell progenitorand use for
|            |  |                          |  | the treatment of liver disease                      
|           
|           
|           
|            |  | Field of Use             |  | LiverStem CellBiotechnology                         
|           
|            |  | Territory                |  | Worldwide                                           
|            |  |                          |  | Non- ExclusiveLicense                               
|           
|            |  | Valid Claire             |  | Valid Claim shall mean a claim of (i) an            
|            |  |                          |  | issued Patent which has not been declared           
|            |  |                          |  | invalid in a court of appropriate jurisdiction,     
|            |  |                          |  | or (ii) a pending patent application which is       
|            |  |                          |  | being diligently prosecuted by or on behalf of      
|            |  |                          |  | licensor                                            
|           
|            |  | Product                  |  | Any product or service which incorporates,          
|            |  |                          |  | utilizes, or is otherwise claimed by one or         
|            |  |                          |  | more Valid Claims in Applications and               
|            |  |                          |  | Patents                                             

Licensor grants Company an exclusive worldwide license, with the right License Grant to sublicense, to make, use, sell, lease or otherwise dispose of Product under Applications and Patents in
the Territory.

---

|Sublicensing |  | Sub-licensing                                               
|------------ |  | ------------------------------------------------------------
|             |  | US Biodefense shall be entitled to grant sub-licences of its
|             |  | rights under this Agreement to any person, provided that    
|             |  |  the royalties and other consideration provided for in     
|             |  | the sub-licence shall be at an amount or rate which is      
|             |  | not less than the amount or rate provided for in this       
|Agreement;  

- the sub-licence shall include obligations on the sub licensee which are equivalent to the obligations on USBiodefense under this Agreement;
- the sub-licence shall terminate automatically on the termination of this Agreement for any reason;



|within 30 days of the grant of any sub-licence US
|-------------------------------------------------

Biodefense shall provide to UCL a true copy of it; and

- US Biodefense shall be responsible for any breach of the sub-licence by the sub-licensee, as if the breach had been that of US Biodefense under this
Agreement, and USSiodefense shall indemnify UCL and UCLBiomedica against any loss, damages, costs, claims or expenses which are awarded against or suffered by the UCL and UCL Biomedica as a result of any such
breach by the sub-licensee
- 50% of the Net Receipts of US Biodefense and its Affiliatesfrom sub-licensees of the Patents/know-how

|Retained      |  | Licensor, on behalf of its inventors, reserves the right to practice and
|------------- |  | ------------------------------------------------------------------------
|Rights        |  | permit other non-commercial entities to practice the Applications and   
|              |  | Patents for academic research and educationalpurposes only.             
|             
|Consideration |  | Company will pay Licensor a license fee, milestone payments, minimum    
|              |  | royalties,androyaltieson Products sold, as further defined below.       
|             
|             
|              |  | License fee                                                             
|              |  |                                                                         
|              |  |                                                                         
|              |  | License maintenance fees                                                
|              |  | Until the first Commercial Sale of the first                            
|              |  | Product, Company will pay to Licensor each                              
|              |  | anniversary of the Effective Date the                                   
|              |  | applicable license maintenance fee noted                                
|              |  | in the table below:                                                     

---

|             |  | 1stAnniversa                                                    |  |                        
|------------ |  | --------------------------------------------------------------- |  | -----------------------
|             |  | 2ndAnniversa                                                    |  |                        
|             |  | 3rdAnniversa                                                    |  |                        
|             |  | 4th                                                             |  | Anniversary            
|             |  | 5thAnniversa                                                    |  |                        
|             |  | each Anniversary thereafter until                               |  |                        
|             |  | minimum annual royalties commence                               |  |                        
|            
|            
|             |  | Milestone Payments                                              |  | To be negotiated during
|             |  |                                                                 |  |                        
|            
|             |  | On or after completingphaseI                                    |  |                        
|             |  | On or after cOmPleting phase 11                                 |  |                        
|             |  | On or after phase III clinical development                      |  |                        
|             |  | FDA Approvalo                                                   |  |                        
|            
|             |  | Royalties                                                       |  | To be negotiated during
|             |  |                                                                 |  |                        
|            
|             |  | Minimum Annual Royalty and                                      |  | To be negotiated during
|             |  | Sublicense Fee Payments                                         |  | Option Period          
|             |  | Payable commencing Year 2 after first                           |  |                        
|             |  | Commercial Sale                                                 |  |                        
|             |  | Year 2                                                          |  |                        
|             |  | Year 3                                                          |  |                        
|             |  | Year 4                                                          |  |                        
|             |  | Year 5 and thereafer                                            |  |                        
|            
|Minimum      |  | Company will invest the following minimum amounts in R&D of the
|Research     |  | Applications and Patents:                                       |  |                        
|             |  | To be negotiated during Option Period                           |  |                        
|Expenditures |  |                                                                 |  |                        
|             |  | Year I                                                          |  |                        
|             |  | Year 2                                                          |  |                        
|             |  | Year 3                                                          |  |                        

|Patent Costs                                           |  | Upon exercise, Company will reimburse Licensor for all reasonable out-       
|------------------------------------------------------ |  | -----------------------------------------------------------------------------
|                                                       |  | of-pocket expenses for preparation, fling, prosecution and maintenance       
|                                                       |  | of all Applications and Patents incurred prior to the effective date of the  
|                                                       |  | License Agreement. (past expenses = £40,000). After the effective date of the
|License Agreement, the Company will be responsible for
|                                                       |  | preparation, filing, prosecution and maintenance of all Applications and     
|Patents and Licensor shall cooperatein such efforts.  
|                                                      
|Use of Name                                            |  | Company shall not use the names, trademarks and logos of Licensor or         
|                                                       |  | any employee, student or faculty member of Licensor                          
|                                                       |  | withoutpriorwrittenapprovalfrom Licensor.                                    

---