Unassociated Document


    
      EXHIBIT
        10.3

      


      


      STOCK
        PURCHASE AGREEMENT

       

      THIS
        AGREEMENT is made and entered into this 26th Day of April 2006 by and between
        Kwong Keung Dcrek
        Kang ("Seller") and Asia Document Transition, Inc. (a Nevada Corporation),
        a
        wholly owned subsidiary of Cell Source Research, Inc.
        ("Purchaser");

       

      WHEREAS,
        the Seller is the record owner and holder of one shares of the capital stock
        of
        Vast Opportunity
        Limited, ("Corporation"), a Hong Kong Incorporated Limited Company,
        and

       

      WHEREAS,
        the Purchaser desires to purchase said one share of stock and the Seller
        desires
        to sell said one
        share
        of stock, upon the terms and subject to the conditions hereinafter set
        forth;

       

      NOW,
        THEREFORE, in consideration of the mutual covenants and agreements contained
        in
        this Agreement,
        and in order to consummate the purchase and the sale of the Corporation's
        Stock
aforementioned,
        it is hereby agreed as follows:

       

      1. PURCHASE
        AND SALE: Subject to the terms and conditions hereinafter set forth, at the
        closing of the
        transaction contemplated hereby, the Seller shall sell, convey, Transfer,
        and
        deliver to the Purchaser certificates
        representing such stock, and the Purchaser shall purchase from the Seller
        the
        Corporation's Stock
        in
        consideration of the purchase price set forth in this Agreement, The closing
        of
        the transactions contemplated by this Agreement ("Closing"), shall be held
        at
        7th Floor, New York House. 60 Connaught Road, Central, Hong Kong on April
        26,
        2006 or such other place, date and time as the parties hereto may otherwise
        agree.

       

      2. AMOUNT
        AND PAYMENT OF PURCHASE PRICE: The total consideration and method of
payment
        thereof are fully set out in '"Attachment A" attached hereto and made a part
        hereof.

       

      3.
        REPRESENTATIONS AND WARRANTIES OF PURCHASER: Purchaser hereby
        warrants and represents:

       

      (a) Organization
        and Standing. Cell Source Research. Inc. ('CSRI"), the parent of Purchaser,
        is a
        non trading
        public company duly organized, validly existing and in good standing under
        the
        laws of the State of
        Delaware and has the corporate power and authority to carry on its business
        as
        it is now being conducted,

       

      (b) Capital
        Structure, CSRI is currently comprised of 304 beneficial owners.

       

      4.
        REPRESENTATIONS AND WARRANTIES OF SELLER AND PURCHASER: Seller and Purchaser
        hereby represent and warrant that there has been no act or omission by Seller,
        Purchaser or the Corporation
        which would give rise to any valid claim against any of the parties hereto
        for a
        brokerage commission,
        finder's fee, or other like payment in connection with the transactions
        contemplated hereby,

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

      5.
        CONDITIONS PRECEDENT TO BUYER'S OBLIGATION TO CLOSE:

       

      (a) The
        Purchaser shall be current and paid in full on nil tax obligations and current
        with all regulatory filings,
        and the Seller shall be able to produce a current Certificate of Good Standing
        from the Purchaser's State
        of
        Incorporation prior to closing.

       

      (b) The
        Purchaser shall have liabilities both current and long term amounting to
        less
        than $I 00, and the Corporation
        shall not be party to any Agreement or agreements, which collectively would
        serve to obligate the
        Purchaser: in excess of $100.

       

      {c)
        The
        current management and Board of Directors of the Purchaser shall agree to
        resign, such resignation
        to be effective upon the Closing of this Agreement, and the following person
        shall have been appointed sole Director, President, Secretary and Treasurer:
        Bernard Chan 6.
        

       

      6.
        GENERAL PROVISIONS;

       

      (a)
        Entire
        Agreement, This Agreement (including the exhibits hereto and any written
        amendments hereof executed by the parties) constitutes the entire Agreement
        and
        supersedes all prior agreements and understandings, oral and written, between
        the parties hereto with respect to the subject matter hereof,

      


      (b)
        Sections and Other Headings. The section and other headings contained in
        this
        Agreement are for reference purposes only and shall not affect the meaning
        or
        interpretation of this Agreement.

      


      (c)
        Governing Law. This Agreement, and all transactions contemplated hereby,
        shall
        be governed by. construed and enforced in accordance with the laws of Hong
        Kong
        Special Administrative Region. In the event that litigation results from
        or
        arises out of this Agreement or the performance thereof, the parties agree
        to
        reimburse the prevailing party's reasonable attorney's fees, court costs,
        and
        all other expenses, whether or not taxable by the court as costs, in addition
        to
        any other relief to which the prevailing party may be entitled.

       

      IN
        WITNESS WHEREOF, this Agreement has been executed by each of the individual
        parties hereto on the
        date
        first above written,

      
 

      
        
          	
                  Signed
                    Sealed and delivered

                	 
	 	 
	
                  /s/David
                    Koos

                	 
	 	 
	
                  David
                    Koos

                	
                  Date:
                    April 26, 2006

                
	 	 
	
                  President
                    and Sole Director

                	 
	 	 
	
                  Asia
                    Document Transition, Inc.

                	 
	 	 
	 	 
	
                  /s/Kwong
                    Derek Kang

                	 
	 	 
	
                  Kwong
                    Derek Kang

                	
                  Date:
                    April 26, 2006

                


        

      

      
         

        
           

        

        
           

          
            

          

        

        
           

        

      

       

      ATTACHMENT
        "A”

       

      AMOUNT
        AND PAYMENT OF PURCHASE PRICE

       

      Consideration:
        As total consideration for the purchase and sale of the Corporation's Stock,
        pursuant to this Agreement,
        the Purchaser shall Issue at the Closing at the order of Seller the following
        number of the common shares of the Purchaser ("Payment Shares'"):

       

      


      
        	
                CHAN,
                  Kwong Chung Bernard

              	
                18,850,000

              
	 	 
	
                KANG,
                  Kwok Keung Derek

              	
                1,200,000

              
	 	 
	
                HO,
                  Wing Hung Benny

              	
                1,100,000

              
	 	 
	
                YIM,Sheung
                  Wai

              	
                1,200,000

              
	 	 
	
                WONG,
                  Tak Kee

              	
                1,150,000

              
	 	 
	
                WU,
                  Wai Hon Ken

              	
                1,000,000

              


      

      


       

      Immediately
        subsequent to the issuance of the Payment Shares, purchaser shall have no
        more
        than 25,000,000
        common shares outstanding and no preferred shares outstanding.