Exhibit 10.38

                                AMENDMENT NO. 2

                  REORGANIZATION AND STOCK PURCHASE AGREEMENT

     This  Amendment No. 2 (the "Amendment No. 2") is dated as of June 17, 2008,
and  amends  that  certain  Reorganization  and  Stock  Purchase  Agreement (the
"Original  Agreement") dated March 10, 2008, as amended by Amendment No. 1 dated
as of April 19, 2008, by and between Histostem Co., Ltd. ("Histostem"), and Stem
Cell  Therapy  International,  Inc.  ("SCII").

                                   RECITALS:

     WHEREAS,  Histostem  and  SCII propose to amend the certain of the terms of
the  Original  Agreement  as  set  forth  below;  and

     NOW,  THEREFORE, in consideration of the promises and the mutual agreements
herein  set  forth,  the  parties  hereto  agree  as  follows:

     1.     CONFLICT.  In the event there is a conflict between the terms of the
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Original Agreement or Amendment No. 1 with this Amendment No. 2,  the terms of
this Amendment No. 2 shall control any interpretation.  Unless this Amendment
No. 2 expressly amends or supplements the language of the Original Agreement or
Amendment No. 1, the Original Agreement and/or Amendment No. 1 shall remain in
full force and effect.  Unless otherwise defined in this Amendment No. 2, terms
defined in the Original Agreement or Amendment No. 1 shall be similarly defined
herein.

     2.     AMENDMENT.
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     (a)     Paragraph  1(c) of the Original Agreement is hereby amended to read
as  follows:

     "SCII  shall  issue  and deliver to Cutler Law Group as Escrow (the "Escrow
Agent") for a total of 24,172,685 shares of common stock of SCII (reflecting a 1
for  3  reverse stock split of SCII common shares prior to closing) for delivery
to  Histostem  upon  satisfaction of the Litigation Condition (as defined below)
(the  "Escrowed  SCII  Shares")."

     (b)     New  paragraph  1(f)  is  hereby  added  to  the  Agreement  as  a
"Pre-Closing  Action  of  SCII":

     "SCII  shall  prepare  and file a 14C information statement, mail it to its
shareholders,  and  subsequently  complete  a 1 for 3 reverse stock split of its
common  stock."

     (c)     Paragraph  2(b) of the Original Agreement is hereby amended to read
as  follows:

     "Histostem  shall  issue  and  deliver  to  Cutler Law Group as Escrow (the
"Escrow  Agent")  for a total of 177,875,865 shares of common stock of Histostem
for  delivery  to SCII upon satisfaction of the Litigation Condition (as defined
below)  (the  "Escrowed  Histostem  Shares")."


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     (d)     Condition  to  Closing  3(g)  of  the  Original Agreement is hereby
amended  to  provide  that:  Both  parties  have  agreed  that  there will be no
requirement  for  immediate  funding at the date of the actual closing, with the
parties  intention  to  close the transaction immediately upon execution of this
Amendment  No.  2.

     (e)     New  paragraph  3(g)  is  hereby  added  to  the  Agreement:

     "(g)     Histostem  Litigation:
              ----------------------

     (i)  Histostem  acknowledges and represents that it is a named defendant in
that  certain  litigation  matter  entitled  "Histostem,  Inc.  v. Dr. Hoon Han,
Histostem  Corporation  and  does  1 through 100 inclusive", which was initially
filed  July  24,  2006  and  remains unresolved (the "Histostem USA Litigation).
Histostem  acknowledges  that  the  Histostem  USA Litigation and other possible
claims  against  Histostem  were  missed  and  not  disclosed  in  the  Original
Agreement.

     (ii)  Histostem  acknowledges  and  agrees  that  the  resolution  of  the
Histostem  USA  Litigation  and  the other claims is a material component to the
completion  of  the  transactions  contemplated  by  the Original Agreement, and
consequently  acknowledges and agrees that the Escrowed Histostem Shares and the
Escrowed  SCII  Shares  shall  be  retained  by  Escrow  at  Closing.

     (iii)  Satisfactory  resolution  of  the  Histostem  USA Litigation and the
other  claims  shall  be a condition to termination of the Escrow and release of
the  Escrowed  Histostem  Shares  and  the Escrowed SCII Shares (the "Litigation
Condition").  The Litigation Condition shall be satisfied upon mutual acceptance
in  writing  by SCII and Histostem and its counsel of any resolution, whether by
settlement  or  otherwise, of the Histostem USA Litigation and the other claims.
Immediately  upon  such  mutual satisfaction of the Litigation Condition, Escrow
shall  release  the  Escrowed  SCII  Shares  to  Histostem and shall release the
Escrowed  Histostem  Shares  to  SCII.

     (iv)  In  the  event the Litigation Condition is not satisfied as set forth
above within 30 days from the date of this Amendment No. 2, both parties need to
agree  to  terminate the Escrow upon which Escrow shall return the Escrowed SCII
Shares  to  SCII  and  shall  return the Escrowed Histostem Shares to Histostem.
Upon  such mutual termination agreement, both parties reserve their legal rights
with  the  understanding  that  both parties will use good faith best efforts to
resolve  any  and  all  differences  between them prior to taking any other more
formal  actions,  if  needed.

     (v)  The  parties  hereto  acknowledge  that  upon  satisfaction  of  the
Litigation  Condition,  they  will  immediately  finalize  their best efforts to
obtain  financing  of  $1,000,000  ("Initial Funding") towards the Initial Round
within  30  days  of  satisfaction  of  the  Litigation  Condition.  Histostem
acknowledges  and  agrees  that  if  the  Initial Funding is raised prior to the
satisfaction  of  the  Litigation Condition and prior to the satisfaction of the
GAAP  Condition  (defined below); such Initial Funding shall be placed in Escrow
and  released  to  Histostem  upon  such  satisfaction.  The  GAAP Condition for
purposes  of this Agreement means that Histostem's financial Statements shall be
translated  into  English  and  converted  into  US  GAAP  in  compliance  with

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Item  310  of  Regulation  S-X  of the Securities and Exchange Commission.  SCII
agrees  to pay any and all costs associated with the conversion of the Histostem
Financial Statements into US GAAP and compliance with Item 310 of Regulation S-X
of  the  Securities  and  Exchange  Commission.

     (vi)  All  the  representations  and  warranties made by Histostem and SCII
herein  or  in  the  Original Agreement, and all of the statements, documents or
other  information  pertaining  to  the transactions contemplated herein made or
given  by  Histostem  and  SCII, its agents or representatives, are complete and
accurate,  and  do  not omit any information required to make the statements and
information  provided,  in  light  of  the  transaction  contemplated  herein,
non-misleading,  accurate  and  meaning,  including  without  limitation  any
information  relating  to  the  Histostem  USA Litigation or any other claims or
judgments,  or  facts which could give rise to any further litigation, claims or
judgments.

     (vii)  The undersigned represents and warrants that the execution, delivery
and  performance  of this Amendment No. 2, as well as the Original Agreement and
Amendment  No. 1, have been duly authorized by all necessary corporate action of
Histostem  and  this  Agreement  constitutes  a  valid and binding obligation of
Histostem;  enforceable  against  it  in  accordance  with  its  terms.

     (f)     Paragraphs  4(b)  and  (c)  of  the  Original  Agreement are hereby
amended  to  read  as  follows:

     "(b)     At  the  Closing,  Cutler Law Group shall retain the Escrowed SCII
Shares  for delivery to Histostem upon satisfaction of the Litigation Condition.

     (c)     At  the  Closing,  Cutler  Law  Group  shall  retain  the  Escrowed
Histostem  Shares  for  delivery  to  SCII  upon  satisfaction of the Litigation
Condition."

     (g)     Paragraph  5 of the Original Agreement is hereby amended to provide
that  the  parties  hereto  intend to close the transactions contemplated by the
Original Agreement as amended by this Amendment No. 2 immediately upon execution
of  this  Amendment  No.  2.

     (h)     Paragraph  9(d) of the Original Agreement is hereby amended to read
as  follows:

     "Immediately upon satisfaction of the Litigation Condition an initial round
(the  "Initial Round") of funding will be undertaken by SCII and a broker-dealer
its  selects  on  a  best efforts basis for a total up to  $7,500,000 subject to
approval  of  the  investment  banker  after making the due diligence and onsite
inspection trip to the Histostem facility in Korea.  The parties shall use their
best efforts such that this funding shall be completed, closed and funded within
60-90  days  after  the "Initial Funding" and the satisfaction of the Litigation
Condition.



     3.     SIGNATURE  IN  COUNTERPARTS.  This Amended Agreement may be executed
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in  separate  counterparts,  none  of  which  need  contain the signature of all
parties,  each  of  which  shall

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be  deemed  to be an original and all of which taken together constitute one and
the  same  instrument.  It  is  not  necessary  in  making proof of this Amended
Agreement  to  produce  or  account  for  more  than  the number of counterparts
containing  the respective signatures of, or on behalf of, all of the Parties to
this  Amended  Agreement  is  sought.

IN WITNESS WHEREOF, the parties hereto have executed this Amendment No. 2 on the
date  first  above  written.

For and on behalf of:    Histostem Co., Ltd
                         a Korean corporation


                         By:/s/ Dr. Hoon Han
                            ----------------
                         Dr. Hoon Han, Md, Phd.
                         Chief Executive Officer


For and on behalf of:    Stem Cell Therapy International, Inc.
                         a Nevada corporation


                         By:/s/ Calvin Cao
                            --------------
                         Calvin Cao
                         President