EXHIBIT 4.4

                            STOCK PURCHASE AGREEMENT

                                 BY AND BETWEEN

                      EMBRYO DEVELOPMENT, INC. ("Seller")

                                      AND

                           SANDO PETROCELLI ("Buyer")

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     This STOCK PURCHASE AGREEMENT (the  "Agreement"),  made as of September 21,
2004,  by  and  between  Embryo  Development,   Inc.,  a  Delaware   corporation
("Seller"), and Sando Petrocelli ("Buyer"), recites and provides as follows:

                                    RECITALS

WHEREAS, Buyer is a creditor of Seller with a significant interest in supporting
decisions of Seller in connection with it raising additional  capitalization and
entering into certain acquisition transactions; and

WHEREAS,  Seller  is  party  to  an  Investment  Banking  Agreement  with  Sloan
Securities Corp. ("SSC") dated September 9, 2004 (the "IBA");

WHEREAS, The IBA provides in the Term Sheet for the initial tranche of financing
in the amount of $200,000 that,  among other  obligations,  Buyer shall exchange
$10,000 of the approximately  $30,000 owed to Buyer by the Company for 1,000,000
shares of Common Stock at a conversion rate of $0.01 per share.  This conversion
rate is the same as the rate for mandatory  conversion of the  securities  being
sold as part of the first  $200,000  being  delivered on behalf of SSC and which
SSC has stated is fair and reasonable..

WHEREAS, Seller desires to sell the Shares to Buyer;

NOW,  THEREFORE,  in  consideration  of the promises and agreements set forth in
this  Agreement and for other good and valuable  consideration,  the receipt and
sufficiency  of which are  hereby  acknowledged,  the  parties  hereto  agree as
follows:

                                    AGREEMENT

ARTICLE 1: DEFINITIONS:  When used in this Agreement,  the following terms shall
     have the meanings specified:

     Section 1.1 Agreement. shall mean this Stock Purchase Agreement.

     Section 1.2 Buyer. shall mean Sando Petrocelli.

     Section 1.3  Closing.  shall  mean  the  finalization  of  the  transaction
          contemplated  hereby which shall be at the offices of Seller,  60 East
          42nd Street, Suite 4510, New York, NY 10165 contemporaneously with the
          execution and delivery of this agreement.

     Section 1.4 Common Stock. shall mean the shares of common stock of Seller.
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     Section 1.5 Governmental  Authority.  shall mean any federal, state, local,
          municipal or other governmental department, commission, board, bureau,
          agency  or  instrumentality,   or  any  court,  in  each  case  having
          jurisdiction of the applicable matter and whether of the United States
          or another country.

     Section 1.6 Law. shall mean any federal, state, local, foreign or other law
          or treaty or  governmental  requirement  of any kind,  and the  rules,
          regulations and orders promulgated thereunder.

     Section 1.7  Purchase  Price.  shall  mean  $10,000  represented  by  Buyer
          exchanging and converting that amount of the obligations of Company to
          Buyer.

     Section 1.8  Required  Consents.  shall  mean all  consents  required  from
          Governmental Authorities, self-regulatory organizations, including the
          NASD, any stock exchange or other  regulatory body that are necessary,
          desirable  or  required  in order to give  effect to the  transactions
          contemplated herein.

     Section 1.9 SEC. shall mean the U.S. Securities and Exchange Commission.

     Section 1.10  Securities  Act. shall mean the US Securities Act of 1933, as
          amended.

     Section 1.11 Shares  Purchased.  shall mean 1,000,000  shares of the Common
          Stock.


ARTICLE 2: PURCHASE AND SALE

     Section 2.1 Sale and Purchase of the Shares. At the Closing, upon the terms
          and subject to the conditions of this Agreement,  and in consideration
          of the  Purchase  Price paid by Buyer to Seller,  Seller  shall  sell,
          transfer,  convey and deliver to Buyer,  and Buyer shall purchase from
          Seller,  all of the  Shares  Purchased,  free and clear of all  liens,
          claims and encumbrances. Seller shall deliver or cause to be delivered
          to Buyer one or more stock certificates representing the Shares at the
          earliest reasonable time, but ownership shall be deemed transferred at
          the closing.

     Section 2.2 Payment of Purchase Price.  At the Closing,  Buyer shall pay to
          Seller the Purchase  Price by reducing the  obligations  of Company to
          Buyer by the  amount  of the  Purchase  Price  which  shall be  deemed
          exchanged as of the Closing.

ARTICLE 3: REPRESENTATIONS AND WARRANTIES OF SELLER Seller hereby represents and
     warrants to Buyer that:

     Section 3.1 Organization of Seller. Seller is a corporation duly organized,
          validly  existing and in good standing  under the laws of the State of

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          Delaware.  Seller has full corporate power and authority to enter into
          this Agreement and to consummate the transactions contemplated hereby.

     Section 3.2 Authorization;  Enforceability. This Agreement is the valid and
          binding obligation of Seller, enforceable against Seller in accordance
          with their  respective  terms,  except as such  enforceability  may be
          limited by (a)bankruptcy,  insolvency,  reorganization,  moratorium or
          other  laws   affecting   the  rights  of  creditors   generally   and
          (b)principles  of  equity,  whether  considered  at law or in  equity.
          Seller has the right,  power,  authority  and  capacity to execute and
          deliver,  and to perform its obligations  under,  this  Agreement.  No
          further  corporate action is required with respect to the consummation
          of the transactions contemplated hereby.

     Section 3.3 No  Consents.  Seller  represents  that it believes no Required
          Consents,  consent of any other person,  and that no notice to, filing
          or registration  with, or consent,  approval or authorization  of, any
          court or Governmental Authority,  regulatory or self-regulatory agency
          is  necessary  or is required  to be made or  obtained  by Seller,  in
          connection  with the execution  and delivery of this  Agreement or the
          consummation of the transactions contemplated hereby.

     Section 3.4 The Shares  Purchased.  Upon payment of the  Purchase  Price by
          Buyer to Seller and Closing of the sale of the Shares Purchased,  each
          as contemplated hereby, the Shares Purchased shall be duly and validly
          issued, fully-paid and non- assessable.


ARTICLE 4:  REPRESENTATIONS AND WARRANTIES OF BUYER: Buyer hereby represents and
     warrants to Seller that:

     Section 4.1  Accredited  Investor.  The Buyer is an  "accredited  investor"
          within the meaning of Rule 501 of Regulation D of the  Securities  and
          Exchange Commission (the "SEC"), as presently in effect.

     Section 4.2 Authorization; Enforceability. This Agreement is, and the other
          documents and  instruments  required  hereby to which Buyer is a party
          will be, when executed and  delivered by Buyer,  the valid and binding
          obligation of Buyer,  enforceable  against Buyer,  in accordance  with
          their respective terms,  except as such  enforceability may be limited
          by (a)bankruptcy, insolvency, reorganization, moratorium or other laws
          affecting  the rights of  creditors  generally  and  (b)principles  of
          equity, whether considered at law or in equity. Buyer has the absolute
          and unrestricted right,  power,  authority and capacity to execute and
          deliver,  and to perform its obligations under, this Agreement and the
          other  documents and  instruments  required hereby to which Buyer is a
          party.
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     Section  4.3  No  Violation  or  Conflict.  The  execution,   delivery  and
          performance by Buyer of this Agreement and all of the other  documents
          and  instruments  required hereby to which Buyer is a party do not and
          will not conflict with or violate  (a)the  charter or bylaws of Buyer,
          (b) any Law, rule,  regulation,  judgment,  order or decree binding on
          Buyer or (c) any contract or agreement to which Buyer is a party or by
          which Buyer is bound.

     Section 4.4  Consents.  No consent of any other  person,  and no notice to,
          filing or registration with, or consent, approval or authorization of,
          any court or  Governmental  Authority,  regulatory or  self-regulatory
          agency is  necessary or is required to be made or obtained by Buyer in
          connection  with the execution  and delivery of this  Agreement or the
          consummation of the transactions contemplated hereby.

     Section 4.5 Restricted Securities

          Section 4.5.1 Buyer  acknowledges and agrees that the Shares Purchased
               are "restricted"  shares under the Securities Act and such Shares
               are considered Common Stock of the corporation with voting rights
               and such voting  rights have been  empowered  under the Bylaws of
               the corporation.

          Section 4.5.2 Buyer is  acquiring  the Shares  Purchased,  for its own
               account for  investment  only and not with a view toward,  or for
               resale  in  connection  with,  the  public  sale or  distribution
               thereof,  except  pursuant to sales  registered or exempted under
               the Securities Act;

          Section 4.5.3  Seller  has  furnished  the  Buyer  with all  materials
               relating to the business,  finances and  operations of Seller and
               information Buyer deems material to making an informed investment
               decision  regarding  the purchase of the Shares  Purchased  which
               have been requested by Buyer.

          Section 4.5.4 Buyer understands that (i) the Shares Purchased have not
               been and are not being registered under the Securities Act or any
               state  securities  laws,  and may not be offered for sale,  sold,
               transferred,  pledged,  assigned or otherwise hypothecated unless
               (A)   subsequently   registered  under  the  Securities  Act  and
               applicable  state  securities  laws,  or (B) the Buyer shall have
               delivered to Seller an opinion of counsel,  in form acceptable to
               such  counsel,  to the effect that such  securities  may be sold,
               transferred, pledged, assigned or otherwise hypothecated pursuant
               to an exemption  from such  registration  requirements;  (ii) any
               sale of such  securities  made in  reliance on Rule 144 under the
               Securities Act (or a successor rule thereto)  ("Rule 144") may be
               made only in  accordance  with the terms of Rule 144 and further,

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               if Rule 144 is not  applicable,  any  resale  of such  securities
               under  circumstances  in which the seller (or the person  through
               whom the sale is made)  may be deemed  to be an  underwriter  (as
               that  term  is  defined  in  the  Securities   Act)  may  require
               compliance  with some other exemption under the Securities Act or
               the  rules and  regulations  of the SEC  there  under;  and (iii)
               neither  Seller nor any other person is under any  obligation  to
               register such  securities  under the  Securities Act or any state
               securities laws or to comply with the terms and conditions of any
               exemption  thereunder.  Seller  reserves  the right to place stop
               transfer  instructions  against  the Shares  Purchased  and stock
               certificates evidencing such Shares Purchased.

          Section  4.5.5  Buyer  understands  that  the  certificates  or  other
               instruments  representing  the  Shares  Purchased  shall  bear  a
               restrictive  legend in  substantially  the following  form (and a
               stop transfer order may be placed against  transfer of such stock
               certificates):

               "THE  SECURITIES  REPRESENTED BY THIS  CERTIFICATE  HAVE NOT BEEN
          REGISTERED  UNDER THE  SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"),
          AND ARE SUBJECT TO  RESTRICTIONS  ON  TRANSFERABILITY  AS SET FORTH IN
          THIS CERTIFICATE.  THE SECURITIES  REPRESENTED HEREBY MAY NOT BE SOLD,
          TRANSFERRED,  OR OTHERWISE  DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE
          REGISTRATION  STATEMENT  UNDER  THE  ACT  OR AN  OPINION  OF  COUNSEL,
          REASONABLY  ACCEPTABLE TO COUNSEL FOR THE COMPANY,  TO THE EFFECT THAT
          THE PROPOSED SALE, TRANSFER, OR DISPOSITION MAY BE EFFECTUATED WITHOUT
          REGISTRATION UNDER THE ACT."

          Section 4.5.6 Buyer  understands and acknowledges  that at the time of
               execution of this agreement and the contemplated  Closing,  Buyer
               may be deemed an  "affiliate"  of the  Company  for  purposes  of
               Rule144.

ARTICLE 5: NO SURVIVAL; ADDITIONAL INSTRUMENTS

     Section 5.1 No Survival.  Except those  representations and warranties that
          expressly apply following the Closing, none of the representations and
          warranties of either party contained herein shall survive the Closing.

     Section 5.2 Additional Instruments. At any time and from time to time after
          the  Closing,   at  either   party's   request  and  without   further
          consideration,  Seller and Buyer, shall execute and deliver such other
          instruments of sale, transfer, conveyance, assignment and confirmation

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          and take such  other  action as Seller and Buyer may  reasonably  deem
          necessary  or desirable in order to more  effectively  consummate  the
          transactions contemplated herein.

ARTICLE 6: MISCELLANEOUS

     Section 6.1 Entire  Agreement;  Amendment;  Waiver.  This Agreement and the
          documents  referred  to herein  and to be  delivered  pursuant  hereto
          constitute the entire agreement between the parties  pertaining to the
          subject  matter  hereof and  supersede  all prior and  contemporaneous
          agreements,  understandings,   negotiations  and  discussions  of  the
          parties,   whether   oral  or  written.   There  are  no   warranties,
          representations  or other agreements between the parties in connection
          with the  subject  matter  hereof,  except as  specifically  set forth
          herein. No amendment, supplement,  modification or termination of this
          Agreement  shall be binding unless executed in writing by the party to
          be bound thereby. No waiver of any of the provisions of this Agreement
          shall be deemed, or shall constitute,  a waiver of any other provision
          of this  Agreement,  whether or not  similar,  nor shall  such  waiver
          constitute a continuing waiver unless otherwise expressly provided.

     Section 6.2  Expenses.  Each of the parties  hereto  shall pay the fees and
          expenses of their  respective  counsel,  accountants and other experts
          and the other expenses  incident to the negotiation and preparation of
          this  Agreement  and  consummation  of the  transactions  contemplated
          hereby.

     Section 6.3 Governing Law; Consent to Jurisdiction. This Agreement shall be
          construed  and  interpreted  according  to the law of the State of New
          York,  without regard to the conflicts of law rules  thereof.  Each of
          the parties hereto, in respect of itself and its properties, agrees to
          be subject to (and hereby  irrevocably  submits  to) the  nonexclusive
          jurisdiction  of any United  States  federal  or New York state  court
          sitting  in New York,  New York,  in  respect  of any suit,  action or
          proceeding  arising  out  of or  relating  to  this  Agreement  or the
          transactions  contemplated  herein,  and  irrevocably  agrees that all
          claims in respect of any such suit,  action or proceeding may be heard
          and  determined  in  any  such  court.  Each  of  the  parties  hereto
          irrevocably  waives,  to the fullest  extent it may  effectively do so
          under  applicable Law, any objection to the laying of the venue of any
          such  suit,  action or  proceeding  brought  in any such court and any
          claim that any such  suit,  action or  proceeding  brought in any such
          court has been brought in an inconvenient  forum.  Either party hereto
          may make service on the other party by sending or delivering a copy of
          the process to the party to be served at the address and in the manner
          provided for the giving of notices  herein.  Nothing in this  Section,
          however,  shall  affect  the right of any party to bring any action or
          proceeding  arising out of or relating to this  Agreement in any other
          court or to serve legal  process in any other manner  permitted by Law
          or in equity.
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     Section 6.4 Assignment.  This Agreement and each party's  respective rights
          hereunder  may not be  assigned,  by  operation  of Law or  otherwise,
          without the prior written  consent of the other party.  This Agreement
          shall be binding  upon and inure  solely to the benefit of the parties
          hereto and their successors and permitted assigns.

     Section 6.5 Notices. All notices,  requests,  claims, demands,  disclosures
          and other communications required or permitted by this Agreement shall
          be in writing and shall be deemed to have been given at the earlier of
          the date (a) when delivered  personally,  by messenger or by overnight
          delivery service by a recognized  commercial  carrier to an officer of
          the other  party,  (b) five days after being mailed by  registered  or
          certified  United  States  mail,   postage  prepaid,   return  receipt
          requested,  or (c) when  received  via  facsimile or  electronic  mail
          (confirmed by telephone in each case),  in all cases  addressed to the
          person for whom it is intended at the address  provided by the parties
          or to such other address as a party shall have designated by notice in
          writing to the other party in the manner provided by this Section.

     Section  6.6  Counterparts/Facsimile  Signatures.  This  Agreement  may  be
          executed  in several  counterparts,  each of which  shall be deemed an
          original,  but such counterparts shall together constitute but one and
          the same  Agreement.  The  execution  of this  Agreement by any of the
          parties may be  evidenced by way of a facsimile  transmission  of such
          party's signature, or a photocopy of such facsimile transmission,  and
          such  facsimile  signature  shall be deemed to constitute the original
          signature of such party hereto.

     Section 6.7  Interpretation.  Unless the context  requires  otherwise,  all
          words used in this  Agreement in the  singular  number shall extend to
          and include the plural, all words in the plural number shall extend to
          and include the  singular  and all words in any gender shall extend to
          and include all genders.  All  references  to  contracts,  agreements,
          leases or other  understandings or arrangements shall refer to oral as
          well  as  written  matters.  Article  and  section  headings  in  this
          Agreement are inserted for convenience of reference only and shall not
          constitute a part hereof

     Section  6.8  Severability.  If any  provision,  clause  or  part  of  this
          Agreement, or the application thereof under certain circumstances,  is
          held invalid or unenforceable by any court of competent  jurisdiction,
          the remainder of this Agreement, or the application of such provision,
          clause  or part  under  other  circumstances,  shall  not be  affected
          thereby and shall remain in full force and effect.

     Section 6.9 No Third Party Rights.  Nothing in this  Agreement,  express or
          implied, is intended to or shall confer upon any person other than the
          parties to this Agreement and their  successors and permitted  assigns
          any rights, benefits or remedies of any nature whatsoever under, or by
          reason of, this  Agreement.  No third party is entitled to rely on any

<PAGE>

          of the  representations,  warranties and agreements  contained in this
          Agreement.  Buyer and Seller  assume no  liability  to any third party
          because  of  any  reliance  on  the  representations,  warranties  and
          agreements of Buyer or Seller contained in this Agreement.

     Section  6.10  Specific   Performance.   The  parties   hereto  agree  that
          irreparable  damage would occur in the event any of the  provisions of
          this Agreement were not performed in accordance  with the terms hereof
          and that the parties shall be entitled to specific  performance of the
          terms hereof, in addition to any other remedy at law or in equity.


IN WITNESS  WHEREOF,  each party hereto has caused this Agreement to be executed
in its name by a duly  authorized  officer  as of the day and year  first  above
written.

EMBRYO DEVELOPMENT, INC.


By:_________________________________    ________________________________________
Chairman and Chief Executive Officer    Sando Petrocelli