Exhibit 10.1

                                  (U.S. AND CANADIAN ACCREDITED PURCHASERS ONLY)

NONE OF THE SECURITIES TO WHICH THIS PRIVATE  PLACEMENT  SUBSCRIPTION  AGREEMENT
(THE  "SUBSCRIPTION  AGREEMENT")  RELATES HAVE BEEN REGISTERED  UNDER THE UNITED
STATES  SECURITIES  ACT OF 1933, AS AMENDED (THE "1933 ACT"),  OR ANY U.S. STATE
SECURITIES  LAWS, AND, UNLESS SO REGISTERED,  NONE MAY BE OFFERED OR SOLD IN THE
UNITED  STATES OR TO U.S.  PERSONS (AS  DEFINED  HEREIN)  EXCEPT  PURSUANT TO AN
EXEMPTION  FROM,  OR  IN  A  TRANSACTION   NOT  SUBJECT  TO,  THE   REGISTRATION
REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE
STATE SECURITIES LAWS.

                             LIFE STEM GENETICS INC.

                    PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT

                              ACCREDITED INVESTORS

                            INSTRUCTIONS TO PURCHASER

1.   THIS SUBSCRIPTION FORM is for use by United States and Non-U.S.  Accredited
     Investors.

2.   COMPLETE the information on page 2 of this Subscription Agreement.

3.   COMPLETE  the  Canadian  Questionnaire  on  page  15 to  this  Subscription
     Agreement.

4.   If a US resident, COMPLETE the Questionnaire attached on page 11.

5.   All other information must be filled in where appropriate.
<PAGE>
                    PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT

TO: LIFE STEM GENETICS INC. (the "ISSUER")

Subject  and  pursuant  to the  terms  set  out in the  Terms  on page 3 of this
Subscription  Agreement,  the  General  Provisions  on  pages  5 to 10  of  this
Subscription Agreement and the other schedules and appendices attached which are
hereby  incorporated by reference,  the Purchaser hereby irrevocably  subscribes
for, and on Closing will purchase from the Issuer,  the following  securities at
the following price:

                                  500,000 Units

           USD$1.00 per Unit for a total purchase price of USD$500,000

The Purchaser  owns,  directly or  indirectly,  the following  securities of the
Issuer:

2,402,036
--------------------------------------------------------------------------------
[CHECK IF  APPLICABLE]  The  Purchaser  is [X] an  affiliate  of the Issuer or
[ ] a professional advisor of the Issuer.

The Purchaser directs the Issuer to issue, register and deliver the certificates
representing the Shares as follows:

 REGISTRATION INSTRUCTIONS                           DELIVERY INSTRUCTIONS

PRINCE MARKETING GROUP LIMITED
-----------------------------------    -----------------------------------------
Name to appear on certificate          Name and account reference, if applicable


-----------------------------------    -----------------------------------------
Account reference if applicable        Contact name

60 MARKET SQUARE, BELIZE CITY, BELIZE
-----------------------------------    -----------------------------------------
Address                                                       Address

-----------------------------------    -----------------------------------------
                                       Telephone Number

EXECUTED  BY THE  PURCHASER  THIS  DAY  OF  OCTOBER,  2013.  BY  EXECUTING  THIS
SUBSCRIPTION  AGREEMENT,  THE  PURCHASER  CERTIFIES  THAT THE  PURCHASER AND ANY
BENEFICIAL  PURCHASER  FOR WHOM THE  PURCHASER  IS  ACTING  IS  RESIDENT  IN THE
JURISDICTION SHOWN AS THE "ADDRESS OF PURCHASER".

WITNESS:                             EXECUTION BY PURCHASER:

                                     X
-----------------------------------  -------------------------------------------
Signature of Witness                 Signature of individual (if Purchaser IS
                                     an individual)

                                     X
-----------------------------------  -------------------------------------------
Name of Witness                      Authorized signatory (if Purchaser is
                                     NOT an individual)

-----------------------------------  -------------------------------------------
Address of Witness                   Name of Purchaser (PLEASE PRINT)

-----------------------------------  -------------------------------------------
                                     Name of authorized signatory (PLEASE PRINT)


Accepted this day of October, 2013   -------------------------------------------
LIFE STEM GENETICS INC.              Address of Purchaser (residence)

                                     -------------------------------------------
Per:                                 *Telephone Number

-----------------------------------  -------------------------------------------
Authorized Signatory                 *E-mail address

                                     -------------------------------------------
                                     *Social Security/Insurance No./Gov ID No.:

* Required from all Purchasers
By signing this acceptance, the Issuer agrees to be bound by the Terms on page 3
of this Subscription Agreement,  the General Provisions on pages 5 to 10 of this
Subscription  Agreement and the other  schedules and appendices  incorporated by
reference.  IF FUNDS ARE DELIVERED TO THE ISSUER'S LAWYERS,  THEY ARE AUTHORIZED
TO  RELEASE  THE FUNDS TO THE  ISSUER  without  further  authorization  from the
Purchaser.

                                       2
<PAGE>
                                      TERMS

REFERENCE DATE OF THIS
SUBSCRIPTION AGREEMENT            October _________, 2013 (the "AGREEMENT DATE")


                                  THE OFFERING

THE ISSUER                        LIFE STEM GENETICS INC. (the "ISSUER")

OFFERING                          The  offering  consists of units  ("UNITS") at
                                  $1.00 per Unit.  Each Unit will consist of one
                                  common  share  in the  capital  of the  Issuer
                                  (each,  a "SHARE")  and one half of one common
                                  share  purchase  warrant (each whole warrant a
                                  "WARRANT") subject to adjustment. Each Warrant
                                  shall  entitle the holder  thereof to purchase
                                  one common  share in the capital  stock of the
                                  Issuer (each, a "WARRANT  SHARE"),  as defined
                                  below. The Warrants will be exercisable for 12
                                  months  following  the  Closing  at $1.00  per
                                  share.

                                  The Shares,  Warrants  and Warrant  Shares are
                                  individually and  collectively  referred to as
                                  the "SECURITIES".

WARRANTS                          Exercisable   for  twelve   (12)  months  from
                                  Closing at an exercise  price of USD$1.00  per
                                  share of common stock.

PURCHASED SECURITIES              The   "PURCHASED    SECURITIES"   under   this
                                  Subscription  Agreement  are Shares,  Warrants
                                  and the Warrant Shares.

OFFERING RESTRICTIONS             This  offering  is not  subject to any minimum
                                  offering.

ISSUE PRICE                       USD$1.00 per Unit.

SELLING JURISDICTIONS             The  Units  may only be sold in  jurisdictions
                                  where they may be lawfully  sold (the "SELLING
                                  JURISDICTIONS") including, without limitation,
                                  all  provinces of Canada,  but  excluding  the
                                  Province of Quebec.

SECURITIES EXEMPTIONS             The offering will be made in  accordance  with
                                  the    following    prospectus    registration
                                  exemptions:

                                  (a)  the  Accredited   Investor  exemption  as
                                  defined by Regulation D promulgated  under the
                                  1933 Act; or

                                  (b) the exemption  afforded by Regulation S of
                                  the 1933 Act for offerings of securities in an
                                  offshore  transaction  to persons  who are not
                                  U.S. persons; and

                                  (c) the Accredited  Investor exemption defined
                                  in Canadian National Instrument 45-106; or

                                  with the  approval of the  Issuer,  such other
                                  exemptions as may be available pursuant to the
                                  securities laws of the Selling Jurisdictions.

CLOSING DATE                      On or before  October  ___,  2013,  or on such
                                  other  date  determined  by the  Issuer in its
                                  discretion.

                                       3
<PAGE>
RESALE RESTRICTIONS AND LEGENDS   The    Purchaser    acknowledges    that   the
                                  certificates    representing   the   Purchased
                                  Securities will bear the following legends:

                                  FOR US PURCHASERS:

                                  "THE SECURITIES  REPRESENTED  HEREBY (and if a
                                  warrant,   the  legend   shall   include   the
                                  following:  AND THE  SECURITIES  ISSUABLE UPON
                                  EXERCISE  HEREOF)  HAVE  NOT  BEEN  REGISTERED
                                  UNDER  THE  UNITED  STATES  SECURITIES  ACT OF
                                  1933,  AS  AMENDED  (THE  "1933  ACT").  THESE
                                  SECURITIES  MAY BE OFFERED,  SOLD,  PLEDGED OR
                                  OTHERWISE  TRANSFERRED  ONLY  PURSUANT  TO  AN
                                  EFFECTIVE  REGISTRATION  STATEMENT  UNDER  THE
                                  1933 ACT OR: (A) TO THE  ISSUER,  (B)  OUTSIDE
                                  THE UNITED STATES IN COMPLIANCE  WITH RULE 904
                                  OF  REGULATION  S UNDER THE 1933  ACT,  (C) IN
                                  COMPLIANCE   WITH  THE   EXEMPTION   FROM  THE
                                  REGISTRATION  REQUIREMENTS  UNDER THE 1933 ACT
                                  PROVIDED BY RULE 144 THEREUNDER, IF AVAILABLE,
                                  AND  IN  ACCORDANCE  WITH   APPLICABLE   STATE
                                  SECURITIES LAWS, OR (D) WITH THE PRIOR CONSENT
                                  OF THE ISSUER, IN A TRANSACTION T HAT DOES NOT
                                  REQUIRE REGISTRATION UNDER THE 1933 ACT OR ANY
                                  APPLICABLE  STATE  SECURITIES  LAWS,  AND  THE
                                  HOLDER HAS  FURNISHED TO THE ISSUER AN OPINION
                                  TO SUCH  EFFECT  FROM  COUNSEL  OF  RECOGNIZED
                                  STANDING REASONABLY SATISFACTORY TO THE ISSUER
                                  PRIOR  TO  SUCH   OFFER,   SALE,   PLEDGE   OR
                                  TRANSFER."

                                  FOR NON-U.S. PURCHASERS:

                                  THIS PRIVATE PLACEMENT  SUBSCRIPTION AGREEMENT
                                  (THE "SUBSCRIPTION  AGREEMENT")  RELATES TO AN
                                  OFFERING   OF   SECURITIES   IN  AN   OFFSHORE
                                  TRANSACTION   TO  PERSONS  WHO  ARE  NOT  U.S.
                                  PERSONS  (AS  DEFINED   HEREIN)   PURSUANT  TO
                                  REGULATION   S   UNDER   THE   UNITED   STATES
                                  SECURITIES  ACT OF 1933, AS AMENDED (THE "1933
                                  ACT").

                                  NONE  OF  THE   SECURITIES   TO   WHICH   THIS
                                  SUBSCRIPTION   AGREEMENT   RELATES  HAVE  BEEN
                                  REGISTERED  UNDER  THE 1933  ACT,  OR ANY U.S.
                                  STATE   SECURITIES   LAWS,   AND,   UNLESS  SO
                                  REGISTERED,  NONE  MAY  BE  OFFERED  OR  SOLD,
                                  DIRECTLY OR  INDIRECTLY,  IN THE UNITED STATES
                                  OR TO U.S.  PERSONS (AS DEFINED HEREIN) EXCEPT
                                  IN   ACCORDANCE   WITH   THE   PROVISIONS   OF
                                  REGULATION  S UNDER THE 1933 ACT,  PURSUANT TO
                                  AN EFFECTIVE  REGISTRATION STATEMENT UNDER THE
                                  1933  ACT,  OR   PURSUANT   TO  AN   AVAILABLE
                                  EXEMPTION   FROM,  OR  IN  A  TRANSACTION  NOT
                                  SUBJECT TO, THE  REGISTRATION  REQUIREMENTS OF
                                  THE  1933  ACT  AND  IN  EACH   CASE  ONLY  IN
                                  ACCORDANCE  WITH APPLICABLE  STATE  SECURITIES
                                  LAWS.

                                  Purchasers  are advised to consult  with their
                                  own legal counsel or advisors to determine the
                                  resale  restrictions that may be applicable to
                                  them.

                                       4
<PAGE>
                               GENERAL PROVISIONS

1. DEFINITIONS

1.1 In the Subscription  Agreement  (including the first (cover) page, the Terms
on  page  3  and  4,  these  General   Provisions   and  the  other   schedules,
questionnaires  and appendices  incorporated by reference),  the following words
have the following meanings unless otherwise indicated:

     (a)  "1933 ACT" means the United States Securities Act of 1933, as amended;

     (b)  "APPLICABLE  LEGISLATION" means the Securities  Legislation Applicable
          to the Issuer (as defined on page 8) and all legislation  incorporated
          in the  definition  of this  term in other  parts of the  Subscription
          Agreement,   together  with  the   regulations   and  rules  made  and
          promulgated  under  that  legislation  and all  administrative  policy
          statements,   blanket   orders   and   rulings,   notices   and  other
          administrative directions issued by the Commissions;

     (c)  "CLOSING"  means  the  completion  of the  sale  and  purchase  of the
          Purchased Securities;

     (d)  "CLOSING DATE" means the date on which the Closing occurs, which shall
          be on or before  October , 2013,  or on such other date  determined by
          the Issuer in its discretion;

     (e)  "CLOSING  YEAR" means the  calendar  year in which the  Closing  takes
          place;

     (f)  "COMMISSIONS"  means the Commissions with Jurisdiction over the Issuer
          (as defined below) and the securities commissions  incorporated in the
          definition of this term in other parts of the Subscription Agreement;

     (g)  "FINAL CLOSING" means the last Closing under the Private Placement;

     (h)  "GENERAL   PROVISIONS"   means  those  portions  of  the  Subscription
          Agreement headed "GENERAL PROVISIONs" and contained on pages 5 to 10;

     (i)  "PRIVATE  PLACEMENT"  means the offering of the Units on the terms and
          conditions of this Subscription Agreement;

     (j)  "PURCHASED SECURITIES" has the meaning assigned in the Terms;

     (k)  "REGULATORY AUTHORITIES" means the Commissions;

     (l)  "SECURITIES" has the meaning assigned in the Terms;

     (m)  "SUBSCRIPTION  AGREEMENT"  means the first (cover) page,  the Terms on
          pages 3 to 4, the  General  Provisions  and the  other  schedules  and
          appendices incorporated by reference; and

     (n)  "TERMS"  means those  portions of the  Subscription  Agreement  headed
          "Terms" and contained on pages 3 to 4.

1.2 In the Subscription Agreement, the following terms have the meanings defined
in  Regulation  S under  the 1933  Act:  "DIRECTED  SELLING  EFFORTS",  "FOREIGN
ISSUER",  "OFFSHORE",  "SUBSTANTIAL  U.S. MARKET  INTEREST",  "U.S.  PERSON" and
"UNITED STATES".

1.3 In the Subscription  Agreement,  unless otherwise specified,  currencies are
indicated in U.S. dollars.

1.4 In the Subscription Agreement,  other words and phrases that are capitalized
have the meanings assigned to them in the body hereof.

                                       5
<PAGE>
2. ACKNOWLEDGEMENTS, REPRESENTATIONS AND WARRANTIES OF PURCHASER

2.1 ACKNOWLEDGEMENTS CONCERNING OFFERING

The Purchaser acknowledges that:

     (a)  the Securities have not been  registered  under the 1933 Act, or under
          any state  securities  or "blue  sky" laws of any state of the  United
          States,  and are being offered only in a transaction not involving any
          public  offering  within the meaning of the 1933 Act,  and,  unless so
          registered, may not be offered or sold in the United States or to U.S.
          Persons  (as  defined   herein),   except  pursuant  to  an  effective
          registration statement under the 1933 Act, or pursuant to an exemption
          from,   or  in  a  transaction   not  subject  to,  the   registration
          requirements of the 1933 Act, and in each case only in accordance with
          applicable state securities laws;

     (b)  the Issuer will refuse to register any transfer of the  Securities not
          made in accordance with the provisions of Regulation S, pursuant to an
          effective  registration statement under the 1933 Act or pursuant to an
          available  exemption  from,  or in a  transaction  not subject to, the
          registration requirements of the 1933 Act;

     (c)  the  Issuer  has not  undertaken,  and  will  have no  obligation,  to
          register any of the Securities under the 1933 Act;

     (d)  the decision to execute this  Subscription  Agreement and purchase the
          Units  agreed to be  purchased  hereunder  has not been based upon any
          oral or written  representation  as to fact or otherwise made by or on
          behalf of the Issuer and such decision is based entirely upon a review
          of information (the "ISSUER  INFORMATION")  which has been provided by
          the Issuer to the  Purchaser.  If the Issuer has  presented a business
          plan or any other  type of  corporate  profile to the  Purchaser,  the
          Purchaser  acknowledges  that the business plan, the corporate profile
          and any projections or predictions contained in any such documents may
          not be achieved or be achievable;

     (e)  the Purchaser  and the  Purchaser's  advisor(s)  have had a reasonable
          opportunity  to ask  questions of and receive  answers from the Issuer
          regarding the Offering, and to obtain additional  information,  to the
          extent possessed or obtainable without unreasonable effort or expense,
          necessary to verify the accuracy of the  information  contained in the
          Issuer  Information,  or any business plan,  corporate  profile or any
          other document provided to the Purchaser;

     (f)  the books and records of the Issuer  were  available  upon  reasonable
          notice   for   inspection,    subject   to   certain   confidentiality
          restrictions, by the Purchaser during reasonable business hours at its
          principal place of business and that all documents,  records and books
          pertaining to this Offering have been made available for inspection by
          the Purchaser, the Purchaser's attorney and/or advisor(s);

     (g)  by execution  hereof the  Purchaser has waived the need for the Issuer
          to communicate its acceptance of the purchase of the Units pursuant to
          this Subscription Agreement;

     (h)  the Issuer is entitled to rely on the  representations  and warranties
          and the  statements  and answers of the  Purchaser  contained  in this
          Subscription  Agreement  and in the  Questionnaire,  and the Purchaser
          will hold harmless the Issuer from any loss or damage it may suffer as
          a  result  of the  Purchaser's  failure  to  correctly  complete  this
          Subscription Agreement or the Questionnaire;

     (i)  the Purchaser  will  indemnify and hold harmless the Issuer and, where
          applicable,  its respective directors,  officers,  employees,  agents,
          advisors  and  shareholders   from  and  against  any  and  all  loss,
          liability,  claim, damage and expense whatsoever  (including,  but not
          limited to, any and all fees, costs and expenses whatsoever reasonably
          incurred in  investigating,  preparing or defending against any claim,
          lawsuit,  administrative proceeding or investigation whether commenced
          or  threatened)  arising  out of or based upon any  representation  or
          warranty of the Purchaser  contained  herein,  the Questionnaire or in
          any  other  document  furnished  by the  Purchaser  to the  Issuer  in
          connection  herewith,  being  untrue in any  material  respect  or any

                                       6
<PAGE>
          breach or failure by the  Purchaser  to comply  with any  covenant  or
          agreement made by the Purchaser to the Issuer in connection therewith;

     (j)  the  issuance  and  sale of the  Units  to the  Purchaser  will not be
          completed  if it would be  unlawful  or if, in the  discretion  of the
          Issuer  acting  reasonably,  it is not in the  best  interests  of the
          Issuer;

     (k)  the Purchaser has been advised to consult its own legal, tax and other
          advisors  with respect to the merits and risks of an investment in the
          Units and with respect to  applicable  resale  restrictions  and it is
          solely  responsible  (and the  Issuer is in any way  responsible)  for
          compliance with applicable resale restrictions;

     (l)  the  Securities  are not  listed on any stock  exchange  or  automated
          dealer  quotation  system and no  representation  has been made to the
          Purchaser that any of the  Securities  will become listed on any stock
          exchange or automated dealer quotation system;

     (m)  neither  the  SEC nor  any  other  securities  commission  or  similar
          regulatory  authority  has  reviewed  or passed  on the  merits of the
          Securities ;

     (n)  no documents in  connection  with this  Offering have been reviewed by
          the SEC or any state securities administrators;

     (o)  there  is no  government  or  other  insurance  covering  any  of  the
          Securities ; and

     (p)  this Subscription Agreement is not enforceable by the Purchaser unless
          it has been accepted by the Issuer, and the Purchaser acknowledges and
          agrees that the Issuer  reserves the right to reject any  Subscription
          for any reason..

2.2 REPRESENTATIONS BY THE PURCHASER

The  Purchaser  represents  and warrants to the Issuer that, as at the Agreement
Date and at the Closing:

     (a)  the Purchaser is resident at the address indicated on page 2 hereof;

     (b)  the  Purchaser  has  received  and  carefully  read this  Subscription
          Agreement;

     (c)  the Purchaser has the legal  capacity and competence to enter into and
          execute this  Subscription  Agreement and to take all actions required
          pursuant  hereto and, if the  Purchaser is a  corporation,  it is duly
          incorporated and validly subsisting under the laws of its jurisdiction
          of  incorporation  and  all  necessary  approvals  by  its  directors,
          shareholders and others have been obtained to authorize  execution and
          performance of this Subscription Agreement on behalf of the Purchaser;

     (d)  the  Purchaser  (i) has adequate net worth and means of providing  for
          its current financial needs and possible personal contingencies,  (ii)
          has no need for  liquidity  in this  investment,  and (iii) is able to
          bear  the  economic  risks  of an  investment  in  the  Units  for  an
          indefinite  period of time,  and can afford the complete  loss of such
          investment;

     (e)  the Purchaser is aware that an investment in the Issuer is speculative
          and  involves  certain  risks,  including  the  possible  loss  of the
          investment;

     (f)  the entering into of this Subscription  Agreement and the transactions
          contemplated hereby do not result in the violation of any of the terms
          and  provisions  of any law  applicable  to,  or, if  applicable,  the
          constating documents of, the Purchaser,  or of any agreement,  written
          or  oral,  to which  the  Purchaser  may be a party  or by  which  the
          Purchaser is or may be bound;

     (g)  the  Purchaser  has duly  executed  and  delivered  this  Subscription
          Agreement  and it  constitutes  a valid and binding  agreement  of the
          Purchaser enforceable against the Purchaser;

     (h)  the Purchaser has the requisite  knowledge and experience in financial
          and  business  matters as to be capable of  evaluating  the merits and
          risks of the investment in the Units and the Issuer, and the Purchaser

                                       7
<PAGE>
          is  providing  evidence  of such  knowledge  and  experience  in these
          matters through the information requested in the Questionnaire;

     (i)  the Purchaser  understands  and agrees that the Issuer and others will
          rely   upon  the   truth  and   accuracy   of  the   acknowledgements,
          representations   and  agreements   contained  in  this   Subscription
          Agreement,   and  agrees   that  if  any  of  such   acknowledgements,
          representations  and  agreements  are no longer  accurate or have been
          breached, the Purchaser shall promptly notify the Issuer;

     (j)  all  information  contained  in  the  Questionnaire  is  complete  and
          accurate and may be relied upon by the Issuer,  and the Purchaser will
          notify  the  Issuer  immediately  of any  material  change in any such
          information  occurring  prior to the  Closing of the  purchase  of the
          Securities ;

     (k)  the  Purchaser  is  purchasing  the  Units  for  its own  account  for
          investment  purposes  only and not for the account of any other person
          and not for distribution, assignment or resale to others, and no other
          person has a direct or indirect beneficial interest is such Units, and
          the  Purchaser has not  subdivided  his interest in the Units with any
          other person;

     (l)  the  Purchaser  is not an  underwriter  of, or dealer  in,  the common
          shares of the Issuer, nor is the Purchaser participating,  pursuant to
          a  contractual  agreement or  otherwise,  in the  distribution  of the
          Securities ;

     (m)  the Purchaser has made an independent examination and investigation of
          an  investment  in the Units and the  Issuer and has  depended  on the
          advice of its legal and financial  advisors and agrees that the Issuer
          will not be  responsible  in  anyway  whatsoever  for the  Purchaser's
          decision to invest in the Units and the Issuer;

     (n)  if the  Purchaser is  acquiring  the Units as a fiduciary or agent for
          one or more  investor  accounts,  the investor  accounts for which the
          Purchaser  acts as a fiduciary or agent  satisfy the  definition of an
          "Accredited  Investor",  as the term is defined under  Regulation D of
          the 1933 Act;

     (o)  if the  Purchaser is  acquiring  the Units as a fiduciary or agent for
          one or more  investor  accounts,  the  Purchaser  has sole  investment
          discretion  with respect to each such  account,  and the Purchaser has
          full power to make the foregoing acknowledgements, representations and
          agreements on behalf of such account;

     (p)  the  Purchaser is not aware of any  advertisement  of any of the Units
          and is not  acquiring  the  Units as a result  of any form of  general
          solicitation   or  general   advertising   including   advertisements,
          articles,  notices or other communications published in any newspaper,
          magazine or similar media or broadcast  over radio or  television,  or
          any seminar or meeting  whose  attendees  have been invited by general
          solicitation or general advertising; and

     (q)  no  person   has  made  to  the   Purchaser   any   written   or  oral
          representations:

          (i)  that any person will resell or repurchase any of the Securities ;

          (ii) that any  person  will  refund the  purchase  price of any of the
               Securities ;

          (iii) as to the future price or value of any of the Securities; or

          (iv) that any of the Securities  will be listed and posted for trading
               on any stock  exchange or automated  dealer  quotation  system or
               that  application  has  been  made to list  and  post  any of the
               Securities  of the  Issuer on any  stock  exchange  or  automated
               dealer quotation system.

                                       8
<PAGE>
2.3 RELIANCE, INDEMNITY AND NOTIFICATION OF CHANGES

The representations and warranties in the Subscription  Agreement (including the
first (cover) page, the Terms,  the General  Provisions and the other  schedules
and  appendices  incorporated  by reference)  are made by the Purchaser with the
intent that they be relied upon by the Issuer in determining  its suitability as
a  purchaser  of  Purchased  Securities,  and the  Purchaser  hereby  agrees  to
indemnify the Issuer against all losses,  claims, costs, expenses and damages or
liabilities  which  any of them may  suffer  or incur  as a result  of  reliance
thereon. The Purchaser undertakes to notify the Issuer immediately of any change
in any representation,  warranty or other information  relating to the Purchaser
set forth in the Subscription  Agreement  (including the first (cover) page, the
Terms,   the  General   Provisions  and  the  other   schedules  and  appendices
incorporated by reference) which takes place prior to the Closing.

2.4 SURVIVAL OF REPRESENTATIONS AND WARRANTIES

The  representations  and warranties  contained in this Section will survive the
Closing.

3. ISSUER'S ACCEPTANCE

The Subscription Agreement, when executed by the Purchaser, and delivered to the
Issuer,  will  constitute a subscription  for Units which will not be binding on
the Issuer until accepted by the Issuer by executing the Subscription  Agreement
in the space provided on the face page(s) of the Agreement and,  notwithstanding
the Agreement Date, if the Issuer accepts the subscription by the Purchaser, the
Subscription Agreement will be entered into on the date of such execution by the
Issuer.

4. CLOSING

4.1 On or before  the end of the  business  day  before the  Closing  Date,  the
Purchaser  will  deliver  to the  Issuer  the  Subscription  Agreement  and  all
applicable schedules and required forms, duly executed,  and payment in full for
the total price of the Purchased Securities to be purchased by the Purchaser.

4.2 At  Closing,  the Issuer  will  deliver to the  Purchaser  the  certificates
representing the Purchased  Securities  purchased by the Purchaser registered in
the name of the Purchaser or its nominee, or as directed by the Purchaser.

5. MISCELLANEOUS

5.1 The  Purchaser  agrees to sell,  assign or transfer the  Securities  only in
accordance with the  requirements of applicable  securities laws and any legends
placed on the Securities as contemplated by the Subscription Agreement.

5.2 The Purchaser  hereby  authorizes the Issuer to correct any minor errors in,
or complete  any minor  information  missing  from any part of the  Subscription
Agreement and any other schedules,  forms, certificates or documents executed by
the  Purchaser  and  delivered  to the  Issuer in  connection  with the  Private
Placement.

5.3 The Issuer may rely on delivery  by fax machine of an executed  copy of this
subscription,  and  acceptance  by the Issuer of such faxed copy will be equally
effective to create a valid and binding  agreement between the Purchaser and the
Issuer in accordance with the terms of the Subscription Agreement.

5.4 Without limitation,  this subscription and the transactions  contemplated by
this  Subscription  Agreement are  conditional  upon and subject to the Issuer's
having  obtained  such  regulatory   approval  of  this   subscription  and  the
transactions contemplated by this Subscription Agreement as the Issuer considers
necessary.

5.5 This  Subscription  Agreement is not  assignable or  transferable  by either
party  hereto  without  the express  written  consent of the other party to this
Subscription Agreement.

5.6 Time is of the essence of this Subscription Agreement.

5.7 Except as  expressly  provided  in this  Subscription  Agreement  and in the
agreements, instruments and other documents contemplated or provided for in this
Subscription   Agreement,   this  Subscription  Agreement  contains  the  entire
agreement  between the parties with respect to the  Securities  and there are no

                                       9
<PAGE>
other  terms,  conditions,  representations  or  warranties  whether  expressed,
implied, oral or written, by statute, by common law, by the Issuer, or by anyone
else.

5.8 The  parties to this  Subscription  Agreement  may amend  this  Subscription
Agreement only in writing.

5.9 This Subscription Agreement enures to the benefit of and is binding upon the
parties  to this  Subscription  Agreement  and their  successors  and  permitted
assigns.

5.10 A party to this  Subscription  Agreement  will give all notices to or other
written  communications  with the  other  party to this  Subscription  Agreement
concerning this  Subscription  Agreement by hand or by registered mail addressed
to the address given on page 2.

5.11 This  Subscription  Agreement  is to be read with all  changes in gender or
number as required by the context.

5.12 This Subscription Agreement will be governed by and construed in accordance
with the internal laws of Ontario (without  reference to its rules governing the
choice or  conflict  of laws),  and the parties  hereto  irrevocably  attorn and
submit to the exclusive  jurisdiction  of the courts of the State of Nevada with
respect to any dispute related to this Subscription Agreement.


                            End of General Provisions

                                       10
<PAGE>
                                  UNITED STATES
                        ACCREDITED INVESTOR QUESTIONNAIRE

All  capitalized  terms  herein,  unless  otherwise  defined,  have the meanings
ascribed thereto in the Subscription Agreement.

This Questionnaire is for use by each Purchaser who is a US person (as that term
is defined  Regulation S of the United States  Securities Act of 1933 (the "1933
Act")) and has  indicated an interest in  purchasing  Shares of the Issuer.  The
purpose of this  Questionnaire  is to assure the Issuer that each Purchaser will
meet the  standards  imposed by the 1933 Act and the  appropriate  exemptions of
applicable  state  securities  laws.  The  Issuer  will rely on the  information
contained  in this  Questionnaire  for the purposes of such  determination.  The
Securities  will not be  registered  under  the 1933  Act in  reliance  upon the
exemption  from  registration  afforded by Section 3(b) and/or  Section 4(2) and
Regulation  D of the  1933  Act.  This  Questionnaire  is not  an  offer  of the
Securities  or any other  securities of the Issuer in any state other than those
specifically authorized by the Issuer.

All information contained in this Questionnaire will be treated as confidential.
However,  by signing and returning this  Questionnaire,  each  Purchaser  agrees
that, if necessary,  this  Questionnaire may be presented to such parties as the
Issuer deems  appropriate to establish the  availability,  under the 1933 Act or
applicable  state  securities law, of exemption from  registration in connection
with the sale of the Securities hereunder.

The Purchaser covenants, represents and warrants to the Issuer that it satisfies
one or  more  of  the  categories  of  "Accredited  Investors",  as  defined  by
Regulation D promulgated under the 1933 Act, as indicated below: (Please initial
in the space provide those categories, if any, of an "Accredited Investor" which
the Purchaser satisfies.)

____ Category 1     An organization described in Section 501(c)(3) of the United
                    States Internal Revenue Code, a corporation, a Massachusetts
                    or similar business trust or partnership, not formed for the
                    specific  purpose of acquiring  the  Securities,  with total
                    assets in excess of US $5,000,000.

____ Category 2     A natural person whose  individual  net worth,  or joint net
                    worth with that  person's  spouse  (excluding  their primary
                    residence), on the date of purchase exceeds US $1,000,000.

____ Category 3     A natural  person who had an individual  income in excess of
                    US $200,000  in each of the two most  recent  years or joint
                    income with that person's spouse in excess of US $360,000 in
                    each of those  years  and has a  reasonable  expectation  of
                    reaching the same income level in the current year.

____ Category 4     A "bank" as defined under Section  (3)(a)(2) of the 1933 Act
                    or savings  and loan  association  or other  institution  as
                    defined in Section  3(a)(5)(A) of the 1933 Act acting in its
                    individual or fiduciary capacity; a broker dealer registered
                    pursuant  to Section 15 of the  SECURITIES  EXCHANGE  ACT OF
                    1934  (United  States);  an  insurance  Issuer as defined in
                    Section  2(13)  of  the  1933  Act;  an  investment   Issuer
                    registered  under the INVESTMENT  ISSUER ACT OF 1940 (United
                    States)  or a  business  development  Issuer as  defined  in
                    Section  2(a)(48) of such Act; a Small  Business  Investment
                    Issuer  licensed by the U.S. Small  Business  Administration
                    under Section 361(c) or (d) of the SMALL BUSINESS INVESTMENT
                    ACT OF 1958  (United  States);  a plan with total  assets in
                    excess of $5,000,000  established and maintained by a state,
                    a   political   subdivision   thereof,   or  an   agency  or
                    instrumentality  of  a  state  or  a  political  subdivision
                    thereof,  for the  benefit  of its  employees;  an  employee
                    benefit plan within the meaning of the  EMPLOYEE  RETIREMENT
                    INCOME SECURITY ACT OF 1974 (United States) whose investment
                    decisions  are  made  by a plan  fiduciary,  as  defined  in
                    Section 3(21) of such Act,  which is either a bank,  savings
                    and  loan   association,   insurance  Issuer  or  registered
                    investment  adviser,  or if the  employee  benefit  plan has
                    total assets in excess of $5,000,000, or, if a self-directed
                    plan, whose investment  decisions are made solely by persons
                    that are accredited investors.

____ Category 5     A private business  development Issuer as defined in Section
                    202(a)(22)  of the  INVESTMENT  ADVISERS ACT OF 1940 (United
                    States).

                                       11
<PAGE>
____ Category 6     A director or executive officer of the Issuer.

____ Category 7     A trust  with  total  assets in excess  of  $5,000,000,  not
                    formed for the specific purpose of acquiring the Securities,
                    whose  purchase  is directed  by a  sophisticated  person as
                    described in Rule 506(b)(2)(ii) under the 1933 Act.

____ Category 8     An entity  in which all of the  equity  owners  satisfy  the
                    requirements of one or more of the foregoing categories.

Note that prospective  Purchaser claiming to satisfy one of the above categories
of  Accredited  Investor  may be  required  to supply the Issuer  with a balance
sheet,   prior  years'   federal   income  tax  returns  or  other   appropriate
documentation to verify and substantiate the Purchaser's status as an Accredited
Investor.

If the Purchaser is an entity which  initialled  Category 8 in reliance upon the
Accredited Investor  categories above, state the name,  address,  total personal
income  from all  sources  for the  previous  calendar  year,  and the net worth
(exclusive of home, home  furnishings and personal  automobiles) for each equity
owner of the said entity:

--------------------------------------------------------------------------------

PURCHASER'S ACKNOWLEDGEMENTS.  The Purchaser acknowledges and agrees (on its own
behalf and, if applicable,  on behalf of each beneficial  purchaser for whom the
Purchaser is contracting hereunder) with the Issuer, the U.S. Affiliates and the
Agents (which  acknowledgements  and agreements shall survive the Closing) that:

     (a)  no agency, governmental authority,  regulatory body, stock exchange or
          other entity has made any finding or determination as to the merit for
          investment of, nor have any such agencies or governmental authorities,
          regulatory  bodies,   stock  exchanges  or  other  entities  made  any
          recommendation or endorsement with respect to, the Securities;

     (b)  the sale and delivery of the Securities is conditional  upon such sale
          being exempt from the prospectus filing and registration requirements,
          and  being  exempt  from  the   requirement  to  deliver  an  offering
          memorandum in connection with the distribution of the Securities under
          the  applicable  securities  laws or upon the issuance of such orders,
          consents or  approvals  as may be required to permit such sale without
          the requirement of filing a prospectus or registration statement;

     (c)  none of the Securities have been or will be registered  under the 1933
          Act or the securities  laws of any state and the Securities may not be
          offered or sold,  directly or indirectly,  in the United States to, or
          for the account or benefit of, a U.S. Person or a person in the United
          States unless registered under the 1933 Act and the securities laws of
          all applicable  states or unless an exemption  from such  registration
          requirements is available, and the Issuer has no obligation or present
          intention of filing a registration statement under the U.S. Securities
          Act in respect of any of the Securities ;

     (d)  the Purchaser may not offer,  sell or transfer the  Securities  within
          the United  States or to, or for the  account  or  benefit  of, a U.S.
          Person,  unless the Securities  are registered  under the 1933 Act and
          the securities laws of all applicable states or an exemption from such
          registration requirements is available;

     (e)  the  acquisition  of the  Securities has not been made through or as a
          result of any "general  solicitation or general  advertising" (as such
          terms are used in Rule 502(c) of Regulation D) the distribution of the
          Securities has not been accompanied by any  advertisement,  including,
          without  limitation,  in printed  public media,  radio,  television or
          telecommunications,  including  electronic  display,  or as  part of a
          general solicitation;

     (f)  the certificates evidencing the Securities will bear a legend, and the
          certificates   evidencing  the  Warrant  Shares  may  bear  a  legend,
          regarding  restrictions on transfer as required pursuant to applicable
          Securities  Laws,  including  applicable  federal and state securities
          laws of the United States;

     (g)  the Issuer is relying on an exemption from the requirements to provide
          the Purchaser with a prospectus or registration  statement and to sell
          securities  through a person or Issuer  registered to sell  securities

                                       12
<PAGE>
          under the securities laws or other applicable  securities  legislation
          and,  as a  consequence  of  acquiring  Securities  pursuant  to  this
          exemption,  certain  protections,  rights and remedies provided by the
          securities laws or other applicable  securities  legislation including
          statutory  rights of rescission  or damages,  will not be available to
          the Purchaser; and

     (h)  no  person   has  made  to  the   Purchaser   any   written   or  oral
          representations:  (i) that any person  will resell or  repurchase  the
          Securities  ; (ii) that any person will refund the  purchase  price of
          the  Securities  ; or (iii) as to the future  price or value of any of
          the Securities .

REPRESENTATIONS,  WARRANTIES AND COVENANTS.  The Purchaser hereby represents and
warrants to, and covenants with the Issuer which representations, warranties and
covenants  shall  survive  the  Closing,  that  as  at  the  execution  date  of
certificate and the Closing Date:

     (a)  it  acknowledges  that  the  Issuer  has  not  filed a  prospectus  or
          registration  statement with any of the  securities  regulators or any
          other  securities  commission or similar  authority in connection with
          the distribution of the Securities and that:

          (i)  the Purchaser is restricted from using most of the civil remedies
               available under the applicable securities laws;

          (ii) the Purchaser may not receive information that would otherwise be
               required to be provided  to him under the  applicable  securities
               laws;

          (iii)the Purchaser is relieved from certain  obligations that it would
               otherwise  be  required to give if it  provided a  prospectus  or
               registration statement under the applicable securities laws; and

          (iv) the  issuance  and sale of the  Securities  to the  Purchaser  is
               subject  to  the  sale  being  exempt  from  the  prospectus  and
               registration requirements of the applicable securities laws.

     (b)  the Purchaser further acknowledges that:

          (i)  no  securities  commission  or similar  regulatory  authority has
               reviewed or passed on the merits of the Securities ;

          (ii) there  is  no   government  or  other   insurance   covering  the
               Securities;

          (iii)there are risks  associated with the purchase of the Securities ;
               and

          (iv) there  are   restrictions   on  the  Purchaser's  (or  beneficial
               purchaser's, if applicable) ability to re-sell the Securities and
               it is the  responsibility of the Purchaser to find out what those
               restrictions  are and to comply  with  them  before  selling  the
               Securities;

     (c)  if required by applicable  Securities  Laws, and any other  applicable
          law the Purchaser will execute, deliver, file and otherwise assist the
          Issuer in filing such reports,  undertakings  and other documents with
          respect to the issuance of the Securities as may be required.

     (d)  The  Purchaser   understands   that  the   Securities  are  restricted
          securities (as defined in Rule 144 under the 1933 Act) and agrees that
          if it decides to offer, sell or otherwise transfer the Securities,  it
          will not offer,  sell or  otherwise  transfer  any of such  securities
          directly or indirectly, unless:

          (i)  the transfer is to the Issuer;

                                       13
<PAGE>
          (ii) The  transfer  is  outside  the  United  States in a  transaction
               meeting the  requirements  of Rule 904 of  Regulation S under the
               1933 Act ("REGULATION S") and in compliance with applicable local
               laws and regulations of the jurisdiction(s) in which such sale is
               made;

          (iii)the  transfer  is  made  pursuant  to  the  exemption  from  t he
               registration requirements under the 1933 Act provided by Rule 144
               thereunder, if available, and in accordance with applicable state
               securities laws; or

          (iv) the  Securities are  transferred  in a transaction  that does not
               require  registration  under the 1933 Act or any applicable state
               securities  laws,  and the  Purchaser  has  prior  to  such  sale
               furnished  to the Issuer an  opinion  of  counsel  of  recognized
               standing  or  other   evidence  of  exemption,   in  either  case
               reasonably satisfactory to the Issuer; and

     (e)  the  Purchaser  understands  and  acknowledges  that upon the issuance
          thereof,  and until such time as the same is no longer  required under
          the applicable  requirements  of the 1933 Act or applicable U.S. state
          securities laws and  regulations,  the  certificates  representing the
          Securities,  and all  securities  issued in exchange  therefore  or in
          substitution   thereof,  will  bear  a  legend  in  substantially  the
          following form:

          "THE SECURITIES  REPRESENTED HEREBY (and if a warrant, the legend
          shall include the  following:  AND THE  SECURITIES  ISSUABLE UPON
          EXERCISE HEREOF) HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES
          SECURITIES  ACT OF 1933,  AS  AMENDED  (THE  "1933  ACT").  THESE
          SECURITIES MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED
          ONLY PURSUANT TO AN EFFECTIVE  REGISTRATION  STATEMENT  UNDER THE
          1933 ACT OR: (A) TO THE ISSUER,  (B) OUTSIDE THE UNITED STATES IN
          COMPLIANCE  WITH RULE 904 OF REGULATION S UNDER THE 1933 ACT, (C)
          IN   COMPLIANCE   WITH  THE  EXEMPTION   FROM  THE   REGISTRATION
          REQUIREMENTS  UNDER THE 1933 ACT PROVIDED BY RULE 144 THEREUNDER,
          IF AVAILABLE,  AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES
          LAWS,  OR  (D)  WITH  THE  PRIOR  CONSENT  OF  THE  ISSUER,  IN A
          TRANSACTION  T HAT DOES NOT REQUIRE  REGISTRATION  UNDER THE 1933
          ACT OR ANY APPLICABLE  STATE  SECURITIES LAWS, AND THE HOLDER HAS
          FURNISHED TO THE ISSUER AN OPINION TO SUCH EFFECT FROM COUNSEL OF
          RECOGNIZED STANDING  REASONABLY  SATISFACTORY TO THE ISSUER PRIOR
          TO SUCH OFFER, SALE, PLEDGE OR TRANSFER."

The  Purchaser  hereby   certifies  that  the  information   contained  in  this
Questionnaire  is complete and accurate and the Purchaser will notify the Issuer
promptly of any change in any such information.  If this  Questionnaire is being
completed on behalf of a corporation,  partnership,  trust or estate, the person
executing on behalf of the  Purchaser  represents  that it has the  authority to
execute and deliver this Questionnaire on behalf of such entity.

IN WITNESS  WHEREOF,  the undersigned has executed this  Questionnaire as of the
day of October, 2013.

If a Corporation, Partnership or             If an Individual:
Other Entity:


-----------------------------------          -----------------------------------
Print of Type Name of Entity                 Signature

-----------------------------------          -----------------------------------
Signature of Authorized Signatory            Print or Type Name

-----------------------------------          -----------------------------------
Type of Entity                               Social Security/Tax I.D. No.

                                       14
<PAGE>
                           DECLARATION OF REGULATION S
                            ELIGIBILITY QUESTIONNAIRE

Regulation  S  of  the  United  States   Securities  Act  of  1933,  as  amended
("SECURITIES  ACT") is  available  for the use of non-U.S.  Persons  only.  This
Declaration  must be answered fully and returned to LIFE STEM GENETICS INC. (the
"COMPANY") to ensure the Company is in  compliance  with the  Securities  Act in
connection  with the  proposed  acquisition  of  securities  of the Company (the
"SECURITIES") by the Purchaser (as defined below).  All information will be held
in the  strictest  confidence  and used only to determine  investor  status.  No
information will be disclosed other than as required by law or regulation, other
demand by proper legal  process or in  litigation  involving  the Company or its
affiliates,  controlling  persons,  officers,  directors,  partners,  employees,
shareholders, attorneys or agents.

I,  ____________________________________  (THE  "PURCHASER"),  HEREBY AFFIRM AND
DECLARE THAT:

1.   The  Purchaser is not a "US Person," as such term is defined in Rule 902(k)
     of  Regulation  S  which,   without  restricting  the  generality  of  such
     definition, includes

     (a)  a natural person resident in the United States,

     (b)  a partnership or corporation  organized or incorporated under the laws
          of the United States,

     (c)  an estate of which any executor or administrator is a U.S. Person,

     (d)  a trust of which any trustee is a U.S. Person,

     (e)  a  non-discretionary  account or similar account (other than an estate
          or trust)  held by a dealer or other  fiduciary  for the  benefit of a
          U.S. Person,

     (f)  a  discretionary  account or similar  account (other than an estate or
          trust) held by a dealer or other fiduciary organized,  incorporated or
          (if an individual) resident in the United States, and

     (g)  a partnership or corporation if

          (i)  organized  or   incorporated   under  the  laws  of  any  foreign
               jurisdiction, and

          (ii) formed by a U.S. Person  principally for the purpose of investing
               in securities  not  registered  under the 1933 Act,  unless it is
               organized or incorporated,  and owned, by `Accredited  Investors'
               who are not natural persons, estates or trusts..

2.   The  Purchaser is not  purchasing  the  Securities  for the benefit of a US
     Person.

3.   The  Purchaser is not  purchasing  the  Securities in the name of a company
     incorporated  in the  United  States of  America  or for the  benefit  of a
     company incorporated in the United States of America.

4.   The Purchaser is not  purchasing  the Securities in its capacity as trustee
     for a U.S.-based trust.

5.   The  Purchaser  is not  purchasing  the  securities  in its  capacity as an
     executor or administrator of the estate of a U.S. resident.

6.   The Purchaser is not a U.S.  resident  purchasing the Securities  through a
     brokerage  account located outside of the United States of America,  nor is
     it using a non-U.S.  brokerage  account to purchase the  Securities for the
     benefit of individuals  or corporate  entities  resident  within the United
     States of America.

7.   The Purchaser is not  purchasing the Securities as part of a transaction or
     series of  transactions  that,  although in technical  compliance  with the
     provisions  of  Regulation  S, is part of a plan or  scheme  to  evade  the
     registration  provisions  of the  Securities  Act and  will not  engage  in
     hedging transactions  involving the Securities unless such transactions are
     in compliance with the Securities Act.

                                       15
<PAGE>
8.   The Purchaser is purchasing  the Securities as an investment and not with a
     view towards resale.

9.   It has been  called  to the  Purchaser's  attention  that  this  investment
     involves a high  degree of risk,  and no  assurances  are or have been made
     regarding the economic advantages,  if any, which may inure to its benefit.
     The economic  benefit from an investment in the  Securities  depends on the
     ability of the Company to successfully conduct its business activities. The
     accomplishment  of such goals in turn  depends on many  factors  beyond the
     control of the Company or its management.  Accordingly, the suitability for
     any  particular  investor in the Securities  will depend upon,  among other
     things, such investor's  investment  objectives and such investor's ability
     to  accept  speculative  risks,  including  the  risk  of a  total  loss of
     investment in the Securities.  The Purchaser's advisor(s),  if any, and the
     Purchaser  have  carefully  reviewed and  understand the risk of, and other
     considerations relating to, an investment in the securities.

10.  The  Purchaser is able to bear the economic  risks of this  investment,  is
     able to hold the  Securities  for an  indefinite  period  of time,  and has
     sufficient  net worth to  sustain a loss of the  entire  investment  in the
     Company in the event such loss should occur.

11.  The Company has answered all  inquiries  that the  Purchaser has made of it
     concerning  the Company or any other  matters  relating to the business and
     proposed operation of the Company and the offer and sale of the Securities.

12.  The Purchaser will offer,  sell or otherwise  transfer the Securities  only
     (A) pursuant to a registration  statement that has been declared  effective
     under the  Securities  Act,  (B)  pursuant  to offers  and sales that occur
     outside  the  United  States  within  the  meaning  of  Regulation  S  in a
     transaction meeting the requirements of Rule 904 (or other applicable Rule)
     under the Securities  Act, or (C) pursuant to another  available  exemption
     from the  registration  requirements of the Securities Act,  subject to the
     Company's  right prior to any offer,  sale or transfer  pursuant to clauses
     (B) or (C) to require the  delivery of an opinion of counsel,  certificates
     or other information reasonably satisfactory to the Company for the purpose
     of determining the availability of an exemption.

13.  To  the  Purchaser's   knowledge,   without  having  made  any  independent
     investigation,  neither the Company nor any person  acting for the Company,
     has conducted any  "directed  selling  efforts" in the United States as the
     term  "directed  selling  efforts" is defined in Rule 902 of  Regulation S,
     which,  in general,  means any activity  undertaken  for the purpose of, or
     that could  reasonably be expected to have the effect of,  conditioning the
     marketing in the United  States for any of the  securities  being  offered.
     Such activity includes, without limitation, the mailing of printed material
     to  investors  residing in the United  States,  the holding of  promotional
     seminars in the United  States,  and the placement of  advertisements  with
     radio or  television  stations  broadcasting  in the  United  States  or in
     publications with a general circulation in the United States, which discuss
     the  offering of the  securities.  To the  Purchaser's  knowledge,  without
     having made any independent investigation,  the securities were not offered
     to it  through,  and the  Purchaser  is not aware of,  any form of  general
     solicitation or general advertising,  including without limitation, (i) any
     advertisement,  article,  notice or other  communication  published  in any
     newspaper, magazine or similar media or broadcast over television or radio,
     and (ii) any seminar or meeting  whose  attendees  have been invited by any
     general solicitation or general advertising.

14.  The Purchaser is permitted to purchase the Securities under the laws of its
     home jurisdiction.

15.  The Purchaser has been  independently  advised as to the applicable holding
     period  imposed in respect of the  Securities by securities  legislation in
     the  jurisdiction  in which it resides and confirms that no  representation
     has been made respecting the applicable  holding periods for the Securities
     in such jurisdiction and is aware of the risks and other characteristics of
     the Securities  and of the fact that holders of such  Securities may not be
     able to  resell  such  Securities  except  in  accordance  with  applicable
     securities legislation and regulatory policy.

16.  The Purchaser  understands  that if it knowingly and willingly  makes false
     statements  as to  eligibility  to  purchase  or  resell  securities  under
     Regulation S, it may become subject to civil and criminal proceedings being
     taken by the United States Securities and Exchange Commission.

                                       16
<PAGE>
17.  The  Purchaser  has no present  intention  of  becoming,  a resident of the
     United  States  (defined as being any  natural  person  physically  present
     within  the United  States for at least 183 days in a 12-month  consecutive
     period or any entity who  maintained  an office in the United States at any
     time during a 12-month consecutive period). The Purchaser  understands that
     the  Company  may  rely  upon  the  representations  and  warranty  of this
     paragraph as a basis for an exemption from  registration  of the securities
     under the Securities  Act, and the provisions of relevant state  securities
     laws.

DATED: October __, 2013

Witnessed by:                           )
                                        )
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                                        )  Signature
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Address                                 )
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                                        )  (Please print name)


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EITHER THIS SECURITY NOR THE  SECURITIES  FOR WHICH THIS SECURITY IS EXERCISABLE
HAVE  BEEN  REGISTERED  WITH  THE  SECURITIES  AND  EXCHANGE  COMMISSION  OR THE
SECURITIES   COMMISSION  OF  ANY  STATE  IN  RELIANCE  UPON  AN  EXEMPTION  FROM
REGISTRATION  UNDER THE  SECURITIES  ACT OF 1933,  AS AMENDED  (THE  "SECURITIES
ACT"),  AND,  ACCORDINGLY,  MAY NOT BE OFFERED  OR SOLD  EXCEPT  PURSUANT  TO AN
EFFECTIVE  REGISTRATION  STATEMENT  UNDER THE  SECURITIES  ACT OR PURSUANT TO AN
AVAILABLE  EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE  REGISTRATION
REQUIREMENTS  OF THE  SECURITIES  ACT AND IN ACCORDANCE  WITH  APPLICABLE  STATE
SECURITIES  LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO
SUCH  EFFECT,  THE  SUBSTANCE  OF WHICH SHALL BE  REASONABLY  ACCEPTABLE  TO THE
ISSUER. THIS SECURITY AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS SECURITY
MAY BE  PLEDGED  IN  CONNECTION  WITH A BONA FIDE  MARGIN  ACCOUNT OR OTHER LOAN
SECURED BY SUCH SECURITIES.

                          COMMON STOCK PURCHASE WARRANT

                             LIFE STEM GENETICS INC.

Warrant Shares: _________             Initial Exercise Date: _____________, 2013

THIS COMMON STOCK PURCHASE  WARRANT (the  "Warrant")  certifies  that, for value
received, _______________________________________, or its assigns (the "Holder")
is entitled,  upon the terms and subject to the  limitations on exercise and the
conditions  hereinafter  set forth, at any time on or after the date hereof (the
"Initial  Exercise Date") and on or prior to the close of business on the twelve
(12) month anniversary of the Initial Exercise Date (the "Termination Date") but
not  thereafter,  to subscribe for and purchase from LIFE STEM GENETICS  INC., a
Nevada  corporation (the "Issuer"),  up to the amount of shares stated above (as
subject to adjustment  hereunder,  the "Warrant  Shares") of the Issuer's Common
Stock.  The purchase price of one share of Common Stock under this Warrant shall
be equal to the Exercise Price, as defined in Section 2(b).

Section 1 Exercise.

     a) Exercise of Warrant. Exercise of the purchase rights represented by this
Warrant may be made,  in whole or in part,  at any time or times on or after the
Initial  Exercise Date and on or before the Termination  Date by delivery to the
Issuer (or such  other  office or agency of the  Issuer as it may  designate  by
notice  in  writing  to the  registered  Holder  at the  address  of the  Holder
appearing on the books of the Issuer) of a duly executed  facsimile  copy of the
Notice of Exercise form annexed hereto.  Within three (3) Trading Days following
the date of exercise  as  aforesaid,  the Holder  shall  deliver  the  aggregate
Exercise Price for the shares specified in the applicable  Notice of Exercise by
wire  transfer  or  cashier's  check  drawn on a United  States  bank unless the
cashless exercise procedure  specified in Section 1(c) below is specified in the
applicable Notice of Exercise.  Notwithstanding anything herein to the contrary,
the Holder  shall not be required to  physically  surrender  this Warrant to the
Issuer  until the Holder  has  purchased  all of the  Warrant  Shares  available
hereunder and the Warrant has been  exercised in full, in which case, the Holder
shall  surrender  this Warrant to the Issuer for  cancellation  within three (3)
Trading  Days of the date the  final  Notice of  Exercise  is  delivered  to the
Issuer. Partial exercises of this Warrant resulting in purchases of a portion of
the total number of Warrant Shares available  hereunder shall have the effect of
lowering the outstanding  number of Warrant Shares  purchasable  hereunder in an
amount equal to the applicable  number of Warrant Shares  purchased.  The Holder
and the Issuer  shall  maintain  records  showing  the number of Warrant  Shares
purchased and the date of such purchases. The Issuer shall deliver any objection
to any Notice of Exercise  Form within one (1)  Business  Day of receipt of such
notice. THE HOLDER AND ANY ASSIGNEE, BY ACCEPTANCE OF THIS WARRANT,  ACKNOWLEDGE
AND AGREE THAT,  BY REASON OF THE  PROVISIONS OF THIS  PARAGRAPH,  FOLLOWING THE
PURCHASE OF A PORTION OF THE  WARRANT  SHARES  HEREUNDER,  THE NUMBER OF WARRANT
SHARES  AVAILABLE FOR PURCHASE  HEREUNDER AT ANY GIVEN TIME MAY BE LESS THAN THE
AMOUNT STATED ON THE FACE HEREOF.

     b) Exercise  Price.  The exercise price per share of the Common Stock under
this Warrant  shall be $1.00 per share,  subject to  adjustment  hereunder  (the
"Exercise Price").

     c) Mechanics of Exercise.

               i.  Delivery of  Certificates  Upon  Exercise.  Certificates  for
          shares purchased  hereunder shall be transmitted by the Transfer Agent
          to the Holder by delivery of a share certificate to the Holder.

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               ii. Delivery of New Warrants Upon Exercise. If this Warrant shall
          have been  exercised in part,  the Issuer  shall,  at the request of a
          Holder and upon surrender of this Warrant certificate,  at the time of
          delivery  of the  certificate  or  certificates  representing  Warrant
          Shares,  deliver to the Holder a new Warrant  evidencing the rights of
          the Holder to purchase the  un-purchased  Warrant Shares called for by
          this  Warrant,  which  new  Warrant  shall in all  other  respects  be
          identical with this Warrant.

               iii. Rescission Rights. If the Issuer fails to cause the Transfer
          Agent to  transmit  to the Holder a  certificate  or the  certificates
          representing  the Warrant  Shares  pursuant to Section  2(d)(i) by the
          Warrant Share  Delivery  Date,  then the Holder will have the right to
          rescind such exercise.

               iv. No Fractional  Shares or Scrip. No fractional shares or scrip
          representing  fractional  shares  shall be issued upon the exercise of
          this  Warrant.  As to any  fraction of a share which the Holder  would
          otherwise  be  entitled  to purchase  upon such  exercise,  the Issuer
          shall,  at its  election,  either pay a cash  adjustment in respect of
          such final fraction in an amount equal to such fraction  multiplied by
          the Exercise Price or round up to the next whole share.

               v. Charges,  Taxes and  Expenses.  Issuance of  certificates  for
          Warrant  Shares  shall be made  without  charge to the  Holder for any
          issue or transfer  tax or other  incidental  expense in respect of the
          issuance of such certificate, all of which taxes and expenses shall be
          paid by the Issuer,  and such certificates shall be issued in the name
          of the  Holder  or in such  name or  names as may be  directed  by the
          Holder; provided,  however, that in the event certificates for Warrant
          Shares are to be issued in a name  other than the name of the  Holder,
          this Warrant when surrendered for exercise shall be accompanied by the
          Assignment  Form  attached  hereto duly executed by the Holder and the
          Issuer may  require,  as a  condition  thereto,  the  payment of a sum
          sufficient to reimburse it for any transfer tax incidental thereto.

               vi. Closing of Books.  The Issuer will not close its  stockholder
          books or records in any manner which  prevents the timely  exercise of
          this Warrant, pursuant to the terms hereof.

Section 2. Miscellaneous.

     a) No Rights as Stockholder  Until Exercise.  This Warrant does not entitle
the Holder to any voting  rights,  dividends or other rights as a stockholder of
the Issuer prior to the exercise hereof as set forth in Section 1(c).

     b) Loss, Theft,  Destruction or Mutilation of Warrant. The Issuer covenants
that upon receipt by the Issuer of evidence reasonably satisfactory to it of the
loss, theft,  destruction or mutilation of this Warrant or any stock certificate
relating to the Warrant Shares,  and in case of loss,  theft or destruction,  of
indemnity or security  reasonably  satisfactory to it (which, in the case of the
Warrant,  shall not  include the posting of any bond),  and upon  surrender  and
cancellation of such Warrant or stock certificate, if mutilated, the Issuer will
make and deliver a new Warrant or stock  certificate  of like tenor and dated as
of such cancellation, in lieu of such Warrant or stock certificate.

     c) Saturdays,  Sundays, Holidays, etc. If the last or appointed day for the
taking of any action or the  expiration of any right  required or granted herein
shall not be a Business Day, then, such action may be taken or such right may be
exercised on the next succeeding Business Day.

     d)  Jurisdiction.  All questions  concerning  the  construction,  validity,
enforcement and interpretation of this Warrant shall be determined in accordance
with the provisions of the Purchase Agreement.

     e) Restrictions.  The Holder  acknowledges that the Warrant Shares acquired
upon the exercise of this  Warrant,  if not  registered  and the Holder does not
utilize cashless  exercise,  will have restrictions upon resale imposed by state
and federal securities laws.

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<PAGE>
     f) Notices. Any notice,  request or other document required or permitted to
be given or  delivered  to the  Holder  by the  Issuer  shall  be  delivered  in
accordance with the notice provisions of the Purchase Agreement.

     g)  Limitation  of Liability.  No provision  hereof,  in the absence of any
affirmative  action by the Holder to exercise  this Warrant to purchase  Warrant
Shares,  and no  enumeration  herein of the rights or  privileges of the Holder,
shall give rise to any  liability  of the Holder for the  purchase  price of any
Common  Stock or as a  stockholder  of the Issuer,  whether  such  liability  is
asserted by the Issuer or by creditors of the Issuer.

     h)  Remedies.  The Holder,  in addition to being  entitled to exercise  all
rights  granted by law,  including  recovery  of  damages,  will be  entitled to
specific  performance  of its rights under this Warrant.  The Issuer agrees that
monetary  damages  would not be adequate  compensation  for any loss incurred by
reason of a breach by it of the  provisions of this Warrant and hereby agrees to
waive and not to assert the defense in any action for specific  performance that
a remedy at law would be adequate.

     i) Successors  and Assigns.  Subject to applicable  securities  laws,  this
Warrant  and the rights and  obligations  evidenced  hereby  shall  inure to the
benefit of and be  binding  upon the  successors  and  permitted  assigns of the
Issuer and the  successors  and permitted  assigns of Holder.  The provisions of
this  Warrant are intended to be for the benefit of any Holder from time to time
of this  Warrant  and shall be  enforceable  by the  Holder or holder of Warrant
Shares.

     j)  Amendment.  This  Warrant may be modified or amended or the  provisions
hereof waived with the written consent of the Issuer and the Holder.

     k) Severability. Wherever possible, each provision of this Warrant shall be
interpreted  in such manner as to be effective and valid under  applicable  law,
but if any  provision of this Warrant  shall be  prohibited  by or invalid under
applicable  law,  such  provision  shall be  ineffective  to the  extent of such
prohibition or invalidity, without invalidating the remainder of such provisions
or the remaining provisions of this Warrant.

     l) Headings.  The headings used in this Warrant are for the  convenience of
reference only and shall not, for any purpose, be deemed a part of this Warrant.

IN WITNESS  WHEREOF,  the Issuer has caused  this  Warrant to be executed by its
officer thereunto duly authorized as of the date first above indicated.

                                        LIFE STEM GENETICS INC.
:

                                        By:____________________________________
                                             Name:
                                             Title:

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<PAGE>
                               NOTICE OF EXERCISE

To: LIFE STEM GENETICS INC.

     (1) The undersigned  hereby elects to purchase  ________  Warrant Shares of
the Issuer  pursuant to the terms of the attached  Warrant (only if exercised in
full), and tenders herewith payment of the exercise price in full, together with
all applicable  transfer  taxes,  if any.  Payment shall take the form of lawful
money of the United States.

     (2) Please issue a certificate or  certificates  representing  said Warrant
Shares in the name of the  undersigned  or in such  other  name as is  specified
below:

                    ----------------------------------------

     (3) The Warrant  Shares shall be delivered  to the  following  DWAC Account
Number or by physical delivery of a certificate to:

                    ----------------------------------------

                    ----------------------------------------

                    ----------------------------------------

     (4) Accredited  Investor.  The  undersigned is an "accredited  investor" as
defined  in  Regulation  D  promulgated  under the  Securities  Act of 1933,  as
amended,   and  under  Canadian  National   Instrument  45-106  (Prospectus  and
Registration Exemptions).


------------------------------------
(Signature of holder)

Name of Investing Entity: _____________________________________________________
Signature of Authorized Signatory of Investing Entity: ________________________
Name of Authorized Signatory: _________________________________________________
Title of Authorized Signatory: ________________________________________________
Date: _________________________________________________________________________


                          End of Subscription Agreement


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