Exhibit 10.1

THIS CONSULTING AGREEMENT is effective as of the 12th day of March, 2014.

BETWEEN:

          LIFE STEM  GENETICS  INC.,  with an office at 433 North Camden  Drive,
          Suite 400, Beverly Hills, California 90210.

          (the "COMPANY")

AND:

          VINO  PADAYACHEE with an address at 819 Bayview  Crescent,  Saskatoon,
          Saskatchewan S7V 1B7.

          ("PADAYACHEE")

This Agreement  contains the terms and conditions of the appointment and service
of  Padayachee,  an  independent  contractor,  as a Director and Chairman of the
Board of Directors of the Company (the "BOARD OF DIRECTORS").  Padayachee agrees
to serve as a Director and Chairman of the Board of Directors for a term of five
years commencing on March 12, 2014 (the "COMMENCEMENT DATE") and ending on March
12,  2019  (the  "TERM")  at the  appointment  of the  Board  of  Directors  and
(re-)election  by  shareholders  of  the  Company,   unless  this  Agreement  is
terminated  or the Term is extended in  accordance  with the  provisions of this
Agreement.

1. DEFINITIONS

In this Agreement:

     (a)  "AFFILIATE"  means a company that is affiliated with the Company,  and
          for the purposes of this  Agreement,  one company is  affiliated  with
          another  company if one of them is a subsidiary of the other,  or both
          are subsidiaries of the same company, or each of them is controlled by
          the same Person.

     (b)  "AGREEMENT"  means  this  agreement  and  schedules  attached  to this
          agreement, as amended or supplemented from time to time.

     (c)  "APPROVED BY THE COMPANY" or words of similar import means approved by
          an authorized representative of the Company other than Padayachee. (d)
          "BOARD" means the board of directors of the Company.

     (e)  "BUSINESS OF THE COMPANY" means (i) the business of the Company;  (ii)
          the  provision  of related  consulting  services;  and (iii) any other
          material business carried on from time to time by the Company.

     (f)  "CAUSE" means:

          (i)  any willful  failure by Padayachee in the  performance  of any of
               the duties under this Agreement;
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          (ii) conviction  of  a  crime   (indictable   level  or  penalized  by
               incarceration  or a lesser crime involving moral  turpitude),  or
               any act involving  money or other property  involving the Company
               that would  constitute  a crime in the  jurisdiction  involved by
               Padayachee;

          (iii)any act of fraud, misappropriation,  dishonesty,  embezzlement or
               similar conduct against the Company or customer of the Company;

          (iv) the use of illegal  drugs or the  habitual and  disabling  use of
               alcohol or drugs;

          (v)  any material  breach of any of the terms of this Agreement  which
               remains  uncured after the expiration of one month  following the
               delivery of written  notice of such breach to  Padayachee  by the
               Company;

          (vi) any act which is  materially  injurious  to the  Business  of the
               Company; and

          (vii)failure of Padayachee to devote  adequate time to the Business of
               the   Company,   or   conduct   by   Padayachee    amounting   to
               insubordination or inattention to, or substandard  performance of
               duties and  responsibilities  of Padayachee under this Agreement,
               which remains uncured after the expiration of one month following
               the  delivery  of  written  notice of such  failure or conduct to
               Padayachee by the Company.

     (g)  "COMPANY"  means Life Stem Genetics  Inc., a corporation  incorporated
          under the Nevada Revised Statutes.

     (h)  "CONFIDENTIAL  INFORMATION"  means  all  confidential  or  proprietary
          facts, data,  techniques,  material and other information  relating to
          the  Business of the  Company or the  Company's  scientific  interests
          which may  before  or after  the  Commencement  Date be  disclosed  to
          Padayachee by the Company or which may otherwise come within knowledge
          of Padayachee or which may be developed by Padayachee in the course of
          service of Padayachee with the Company or from any other  Confidential
          Information.  Confidential Information includes,  without limiting the
          generality  of  the  foregoing,  trade  secrets,  know-how,  concepts,
          techniques,   processes,   designs,   cost  data,  software  programs,
          formulas,  developmental  or  experimental  work,  work  in  progress,
          information concerning business opportunities,  including all ventures
          considered   by  the  Company   whether  or  not   pursued,   customer
          information,   including  customer  names,   addresses,   markets  and
          knowledge of the Company's  contracts with its customers and financial
          information,  including costs, sales,  income,  profits,  salaries and
          wages.

     (i)  "INTELLECTUAL   PROPERTY  RIGHTS"  means  all  rights  in  respect  of
          intellectual  property  including  without  limitation,   all  patent,
          industrial design,  integrated  circuit  topography,  know-how,  trade
          secret,  privacy and trade-mark  rights and  copyright,  to the extent
          those rights may subsist anywhere in the universe.

     (j)  "PERSON" means any individual, partnership, limited partnership, joint
          venture,  syndicate, sole proprietorship,  company or corporation with
          or without share capital,  unincorporated association, trust, trustee,
          executor,   administrator  or  other  legal  personal  representative,
          regulatory body or agency, government or governmental agency or entity
          however designated or constituted.

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     (k)  "TERMINATION DATE" means and will be deemed to have occurred:

          i.   in the case of the  resignation of  Padayachee,  on the date that
               Padayachee  provide written notice of the intention of Padayachee
               to the Company; and

          ii.  in the case of the  termination of  Padayachee,  on the date that
               the Company  delivers  notice of  termination  of the services of
               Padayachee as a Director and Chairman of the Board of the Company
               under this Agreement (the "SERVICE").

     (l)  "WORKS" means  copyrightable  works of authorship  including,  without
          limitation,  any technical  descriptions  for  products,  user guides,
          illustrations, advertising materials, computer programs (including the
          contents  of  read  only  memories)  and  any   contribution  to  such
          materials.

2. SERVICE

The terms of the Service of Padayachee will be as follows:

     (a)  POSITION AND  RESPONSIBILITIES:  Padayachee  will serve the Company in
          the  position of a Director  and Chairman of the Board of Directors as
          an  independent  contractor.  Padayachee  will  perform or fulfill the
          duties and  responsibilities  customary  to a Director and Chairman of
          the Board of the Company.  Padayachee will also perform or fulfill the
          duties and responsibilities  that the Board may prescribe from time to
          time or that are incidental to the position, subject to the constating
          documents of the Company and the Nevada Revised  Statutes.  Padayachee
          will provide the Board with such information  regarding the affairs of
          the  Company  as it may  require,  and at all  times  Padayachee  will
          conform to the  reasonable  instructions  and directions of the Board.
          Further,  Padayachee  will  serve as a  Director  and Chief  Executive
          Officer of a subsidiary of the Company that is to be  incorporated  in
          Canada. The Padayachee  acknowledges it is an independent  contractor,
          not an employee,  and as such is solely responsible for the payment or
          remittance of all deductions,  taxes and assessments  relating to this
          engagement,  and  agrees  to  save  the  Company  harmless  from,  and
          indemnify the Company for, any and all liability therefrom.

     (b)  SCOPE OF DUTIES: During the Term, Padayachee will devote as much time,
          attention and abilities as necessary  during normal  business hours to
          the duties hereby granted and accepted,  and Padayachee  will give the
          Company the full benefit of the knowledge,  expertise, technical skill
          and ingenuity of Padayachee.

     (c)  COMPENSATION:  The Company will compensate Padayachee with Shares (the
          "COMPENSATION")  payable in 1,000,000  unregistered  restricted common
          shares of the  Company  (the  "SHARES")  as  consulting  fees per year
          during the Term. The 1,000,000 Shares to be issued to Padayachee under
          this  Agreement per year shall vest and be issued to Padayachee at the
          start of each year of the Agreement. The first 1,000,000 Shares due as
          compenstion  under the agreement  will be issued within 14 days of the
          Effective Date of the Agreement.  PADAYACHEE  SHall not be entitled to
          any Shares  under  this  Agreement  unless  PadayacheE  HAS  COMPLEted
          Schedule  "A" attached  herein and Schedule "A" has remained  true and
          correct as OF THE date of issuance of such Shares.

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          Padayachee hereby  acknowledges  that upon the issuance  thereof,  and
          until such time as the same is no longer required under the applicable
          securities laws and  regulations,  the  certificates  representing the
          Shares will bear a legend in substantially the following form:

                 "THE SECURITIES  REPRESENTED HEREBY HAVE BEEN OFFERED
                 IN AN OFFSHORE  TRANSACTION  TO A PERSON WHO IS NOT A
                 U.S.   PERSON  (AS   DEFINED   HEREIN)   PURSUANT  TO
                 REGULATION S UNDER THE UNITED STATES  SECURITIES  ACT
                 OF 1933, AS AMENDED (THE "1933 ACT").

                 NONE OF THE SECURITIES  REPRESENTED  HEREBY HAVE BEEN
                 REGISTERED  UNDER  THE 1933  ACT,  OR ANY U.S.  STATE
                 SECURITIES  LAWS, AND, UNLESS SO REGISTERED,  MAY NOT
                 BE OFFERED OR SOLD,  DIRECTLY OR  INDIRECTLY,  IN THE
                 UNITED STATES (AS DEFINED HEREIN) OR TO U.S.  PERSONS
                 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. IN
                 ADDITION,    HEDGING   TRANSACTIONS   INVOLVING   THE
                 SECURITIES MAY NOT BE CONDUCTED  UNLESS IN COMPLIANCE
                 WITH THE 1933 ACT. "UNITED STATES" AND "U.S.  PERSON"
                 ARE AS DEFINED BY REGULATION S UNDER THE 1933 ACT."

          Padayachee  hereby  acknowledges  and agrees to the  Company  making a
          notation on its records or giving  instructions  to the  registrar and
          transfer  agent of the Company in order to implement the  restrictions
          on transfer set forth and described in this Agreement.

     (d)  THE  SHARES:  If the  Agreement  is  terminated  prior  to the Term or
          extension  thereof,  any of the Shares that  Padayachee is entitled to
          receive in respect of such  period  shall be  pro-rated  to the day of
          termination.  Padayachee acknowledges and agrees that all other Shares
          that have not vested and been issued  will be subject to  cancellation
          in the event that this  Agreement is  terminated  for any reason,  and
          that the Company's obligation to issue the balance of the Shares which
          have not been fully vested and issued will terminate  immediately upon
          early termination of this Agreement.

          No fractional Shares will be issued but Padayachee will be entitled to
          receive one whole  Share if, but for this  section,  Padayachee  would
          otherwise be entitled to receive a fractional Share.

          The  Padayachee  acknowledges  that any resale of the  Shares  will be
          subject to resale restrictions contained in the securities legislation
          applicable   to   Padayachee   or  proposed   transferee.   Padayachee
          acknowledges  that none of the Shares have been  registered  under the
          1933 Act or the  securities  laws of any state of the  United  States.
          None of the Shares may be offered or sold in the United  States unless
          registered  in  accordance  with  federal   securities  laws  and  all
          applicable state securities laws or exemptions from such  registration
          requirements are available.

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     (e)  DIRECTOR:  During the Term of this Agreement or any extension thereof,
          Padayachee  will  act as a  Director  and  Chairman  of the  Board  of
          Directors  if so elected or  appointed  and subject to the  constating
          documents   of  the   Company   and  the  Nevada   Revised   Statutes.
          Notwithstanding  the  foregoing,   nothing  in  this  Agreement  binds
          Padayachee  to  act  as a  Director  and  Chairman  of  the  Board  of
          Directors.  Subject to  section 5 of this  Agreement,  Padayachee  may
          resign as a Director  and Chairman of the Board of  Directors,  at the
          sole discretion of Padayachee.

     (f)  EXPENSES: The Company will reimburse Padayachee,  subject to the prior
          approval  by  Board of  Directors,  for all  reasonable  out-of-pocket
          expenses  actually and properly  incurred by  Padayachee in connection
          with  duties  and the  Service  of  Padayachee  under  this  Agreement
          provided that Padayachee  furnish statements and vouchers for all such
          expenses to the Company.

     (g)  LOCATION:  Padayachee will work on site at the offices of the Company,
          or at  such  other  places  as the  Company  may  from  time  to  time
          reasonably direct.

     (h)  EXTENSION OF TERM: If the Company does not, on or before the date that
          is six months  prior to the end of the Term of this  Agreement  or any
          extension  thereof,  provide  Padayachee  with written notice that the
          Company  does not wish to  extend  the Term of this  Agreement  for an
          additional one year period, the Term of this Agreement will subject to
          the consent of Padayachee,  be deemed to be extended for an additional
          one year period on the same terms and conditions as provided for under
          this Agreement.

3. ASSIGNMENT OF INTEREST IN INVENTIONS

As  consideration  for the Service with the Company,  Padayachee  covenants  and
agrees as follows:

     (a)  DISCLOSURE:  Padayachee  will make prompt and full  disclosure  to the
          Company  of  any  work,  know-how,   biological  material,   research,
          discovery, invention, development,  production, process or improvement
          relating to the Business of the Company produced,  created, conceived,
          made,  improved  upon or  participated  in by  Padayachee,  solely  or
          jointly,   in  the  course  of  or  relating   to  the  Service   (the
          "INVENTIONS").  Padayachee will keep and maintain adequate and current
          written  records of all Inventions and make such records  available to
          the  Company at all times.  All  records  are and will remain the sole
          property of the Company.

     (b)  ASSIGNMENT:  The Company will hold all Intellectual Property Rights in
          respect of the Inventions for the exclusive benefit of the Company and
          Padayachee  will not claim or apply for  registration or challenge the
          Company's  registration  of, any such  Intellectual  Property  Rights.
          Padayachee's acceptance of the terms of this Agreement constitutes the
          absolute,  unconditional  and  irrevocable  assignment,  transfer  and
          conveyance of all past, present and future right,  title,  benefit and
          interest in and to all  Intellectual  Property Rights of Padayachee in
          respect of the  Inventions.  Padayachee  hereby waive in favour of the
          Company all claims of any nature  whatsoever  that Padayachee now have
          or hereafter may have for  infringement of any  Intellectual  Property
          Rights for the  Inventions  so assigned to the Company.  To the extent
          that copyright may subsist in the Inventions,  Padayachee hereby waive
          all past, present and future moral rights Padayachee may have.

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     (c)  INTELLECTUAL  PROPERTY  PROTECTION:  The  Inventions  and all  related
          Intellectual  Property  Rights  will  be the  absolute  and  exclusive
          property of the Company.  The Company may apply for patent,  copyright
          or other  intellectual  property  protection in the Company's name or,
          where such procedure is proper, in the name of Padayachee, anywhere in
          the world.  Padayachee  will,  at the Company's  request,  execute all
          documents and do all such acts and things considered  necessary by the
          Company to obtain, confirm or enforce any Intellectual Property Rights
          in respect of the Inventions. If the Company requires but is unable to
          secure the  signature of  Padayachee  for any such purpose in a timely
          manner, Padayachee hereby appoint any duly authorized officer or agent
          of the Company (the  "ATTORNEY") to be the attorney of Padayachee,  to
          act for  Padayachee  and on the  behalf  of  Padayachee  and  stead to
          execute and deliver any such documents and  instruments  and to do all
          other  lawfully  permitted  acts,  matters and things to carry out the
          intent of this  provision,  with the same legal force and effect as if
          executed or done by Padayachee.

     (d)  COPYRIGHTS IN WORKS:  Any works created by Padayachee in the course of
          the duties of Padayachee with the Company are subject to Section 13(3)
          of the COPYRIGHT ACT (Canada) and to the "work for hire" provisions of
          sections 101 and 201 of the United States  Copyright  Law, Title 17 of
          the United States Code. All right, title and interest to copyrights in
          all Works that have been or will be prepared by Padayachee  within the
          scope of the Service will be the  property of the Company.  Padayachee
          acknowledge  and agree  that,  to the  extent  the  provisions  of the
          COPYRIGHT ACT (Canada) or the  copyright  laws of the United States do
          not vest in the Company the copyrights to any Works, Padayachee hereby
          irrevocably  assign to the  Company all right,  title and  interest to
          copyrights  which  Padayachee may have in any Works.  Padayachee  will
          disclose  to the  Company  all Works,  will  execute  and  deliver all
          applications,  registrations and documents  relating to the copyrights
          in the Works and will provide assistance to secure the Company's title
          to the copyrights in the Works.  The company will be  responsible  for
          all  expenses  incurred in  connection  with the  registration  of all
          copyrights.  Padayachee hereby waive any moral rights which Padayachee
          may have under the  COPYRIGHT  ACT  (Canada)  or  similar  legislation
          anywhere  in the world or  otherwise  with  respect to the  Works.  4.
          OBLIGATIONS OF SERVICE

Padayachee further covenants and agrees as follows:

     (a)  PERFORMANCE  AND  DUTY  TO THE  COMPANY:  Throughout  the  service  of
          Padayachee under this Agreement,  Padayachee will faithfully serve the
          Company and use all reasonable  endeavours to promote the interests of
          the Company.  Padayachee  will act honestly,  in good faith and in the
          best  interests  of  the  Company.   Padayachee  will  adhere  to  all
          applicable policies of the Company.

     (b)  BUSINESS OF THE  COMPANY:  Padayachee  will not,  during the  Service,
          engage in any business,  enterprise or activity that is contrary to or
          detracts from the due performance of the Business of the Company.

     (c)  CONFIDENTIALITY:  Padayachee will retain all Confidential  Information
          developed,  utilized  or  received  by the  Company  in the  strictest
          confidence   and  will  not  disclose  or  permit  the  disclosure  of
          Confidential Information in any manner other than in the course of the
          Service  with and for the benefit of the Company or as required by law

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          or a regulatory authority having jurisdiction. Padayachee will not use
          Confidential  Information  for the personal  benefit of  Padayachee or
          permit it to be used for the  benefit  of any  Person  other  than the
          Company, either during the Service or thereafter. Padayachee will take
          all   reasonable   precautions  to  prevent  any  Person  from  having
          unauthorized  access  to  Confidential  Information  or use of it.  In
          particular,  Padayachee  will  not  copy,  modify  or  part  with  any
          Confidential Information, in whole or in part, except with the written
          approval  of the Company or as may be required to carry out the duties
          of  Padayachee  under  this  Agreement.  All  copies  of  Confidential
          Information,  and all documents and  electronic or other records which
          now or hereafter may contain  Confidential  Information,  are and will
          remain the exclusive and absolute property of the Company.  Padayachee
          agrees to hold all confidential or proprietary information received by
          the Company from a third party to which the Company owes an obligation
          of  Confidentiality  in the strictest  confidence and that  Padayachee
          will not use such information for the benefit of anyone other than the
          Company or the third party  without the prior  written  consent of the
          Company.

     (d)  EXCEPTIONS:  Any obligations  specified in subsection 4(c) hereof will
          not apply to the following:

          (i)  any information that is presently in the public domain;

          (ii) any  information  that  subsequently  becomes  part of the public
               domain through no fault of Padayachee;

          (iii)any information  obtained by Padayachee from a third party with a
               valid right to disclose it, provided that said third party is not
               under a confidentiality obligation to the Company and the Company
               is not under a confidentiality obligation to said third party; or

          (iv) any information that was independently developed by Padayachee or
               was otherwise in the lawful  possession  of  Padayachee  prior to
               receipt from the Company,  other than through prior disclosure by
               the Company, as evidenced by the business records of Padayachee.

     (e)  RESTRICTIONS:  Padayachee agree to comply with all of the restrictions
          set forth  below at all times  during the  Service and for a period of
          one year after the Termination Date:

          (i)  Padayachee will not,  either  directly or indirectly,  on its own
               behalf or on behalf of  others,  solicit,  divert,  or attempt to
               solicit  or  divert  any  business  opportunity  of and  from the
               Company;

          (ii) Padayachee will not,  either  directly or indirectly,  on its own
               behalf or on behalf of others,  solicit,  divert or hire away, or
               attempt  to  solicit,  divert,  or  hire  away,  any  independent
               contractor  of or any person  employed by the Company or persuade
               or attempt to persuade any such  individual  to terminate  his or
               her contract or employment with the Company; and

          (iii)Padayachee  will not  directly  or  indirectly  impair or seek to
               impair any relationship  that the Company has with its employees,

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               customers,  suppliers,  agents or other  parties  with  which the
               Company does business or has contractual relations.

     (f)  NO PERSON  BENEFIT:  Padayachee will not receive or accept for its own
          benefits,  either  directly or  indirectly,  any  commission,  rebate,
          discount,  gratuity or profit from any Person  having or  proposing to
          have one or more business  transactions with the Company,  without the
          prior approval of the Board.

     (g)  CUSTOMER CONTACTS: During the Service, Padayachee will communicate and
          channel to the Company all knowledge,  business and customer  contacts
          and  any  other  information  that  could  concern  or be in  any  way
          beneficial  to the  Business  of the  Company.  Any  such  information
          communicated  to the  Company  as  aforesaid  will be and  remain  the
          property of the Company  notwithstanding the subsequent termination of
          the Service.

     (h)  RETURN  OF  COMPANY   PROPERTY:   Upon  termination  of  the  Service,
          Padayachee  will promptly  return to the Company all Company  property
          including all written information,  tapes, discs or memory devices and
          copies thereof, and any other material on any medium in the possession
          or control of  Padayachee  pertaining  to the Business of the Company,
          without   retaining   any  copies  or  records  of  any   Confidential
          Information  whatsoever.  Padayachee  will also return any keys,  pass
          cards,  identification  cards  or  other  property  belonging  to  the
          Company.

     (i)  REPUTATION: At all times during the Service and thereafter, Padayachee
          will  not  directly  or  indirectly  impair  or  seek  to  impair  the
          reputation of the Company.

     (j)  PRIOR  EMPLOYERS:  The Company is not  contracting  Padayachee,  as an
          independent  contractor,  to obtain the  confidential  information  or
          business opportunities of any prior employer and Padayachee are hereby
          requested  and directed by the Company to comply with any  obligations
          to any prior employer.

5. TERMINATION

If for any reason  Padayachee  or the  Company  should  wish to  terminate  this
Agreement prior to the expiry of the Term or any extension  thereof,  Padayachee
or the Company will provide the other party with 30 days' prior  written  notice
of such intention.

6. AGREEMENT VOLUNTARY AND EQUITABLE

The parties agree that they each have  carefully  considered  and understand the
terms of the Service  contained in this  Agreement,  that the terms are mutually
fair and equitable,  and that they each have executed this Agreement voluntarily
and of their own free will.

7. IRREPARABLE HARM

Padayachee acknowledge and agree that any breach of section 3, subsections 4(c),
4(e), 4(h) or 4(i) of this Agreement by Padayachee will cause  irreparable  harm
to the Company and in addition to all of the  remedies  available to the Company
by law,  the Company  will be entitled to  equitable  relief  including  without
limitation,  injunctive  relief to ensure  the  compliance  of  Padayachee  with
section 3 and subsections 4(c), 4(e), 4(h), and 4(i) of this Agreement.

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8. ASSIGNMENT AND ENUREMENT

Padayachee may not assign this  Agreement,  any part of this Agreement or any of
the rights of Padayachee under this Agreement  without the prior written consent
of the  Company.  This  Agreement  enures to the benefit of and is binding  upon
Padayachee and the Company and the respective heirs, executors,  administrators,
successors and permitted assigns of Padayachee.

9. SEVERABILITY

If any  provision or portion of this  Agreement is  determined  to be invalid or
unenforceable  for any reason,  then that  provision  or portion will be severed
from this  Agreement.  The rest of this  Agreement will remain in full force and
effect.

10. ENTIRE AGREEMENT

This Agreement  contains the whole agreement between  Padayachee and the Company
with  respect  to the  Service,  and there are no  representations,  warranties,
collateral terms or conditions,  express or implied,  other than as set forth in
this  Agreement.  This  Agreement  supersedes  any written or oral  agreement or
understanding  between Padayachee and the Company.  No change or modification of
this  Agreement  will be valid  unless it is in  written  and  initialed  by all
parties.

11. NOTICE

Any notice  required or permitted to be given  hereunder  must be in written and
will be  sufficiently  given or made if delivered or sent by registered  mail to
the address of the parties set out on page 1 hereof. Any notice so given will be
deemed to have been given and to have been received on the day of delivery if it
is a business  day and  otherwise  on the next  succeeding  business  day or, if
mailed, on the third business day following the mailing thereof  (excluding each
day during which there exists any interruption of postal services due to strike,
lockout or other cause).  Addresses for notice may be changed by given notice in
accordance with this section.

12. NON-WAIVER

No failure or delay by  Padayachee  or the  Company in  exercising  any power or
right under this Agreement will operate as a waiver of such power or right.  Any
consent or waiver by Padayachee or by the Company to any breach or default under
this  Agreement  will be  effective  only in the  specific  instance and for the
specific purpose for which it was given.

13. SURVIVAL OF TERMS

The Provisions of sections 1, 3, 5 and 7 and of subsections  4(c),  4(e),  4(g),
4(h) and 4(i) of this Agreement
will survive the termination of the Service and this Agreement.

14. PERSONAL INFORMATION

Padayachee's  personal  information may be disclosed by the Company to (a) stock
exchanges or securities regulatory authorities,  (b) the Company's registrar and
transfer agent,  and (c) any of the other parties  interested in this Agreement,
including legal counsel,  and may be included in record books in connection with
this  Agreement.  By  executing  this  Agreement,  Padayachee  is  deemed  to be
consenting  to the foregoing  collection,  use and  disclosure  of  Padayachee's
personal  information (and, if applicable,  the personal information of those on

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<PAGE>
whose behalf the  Subscriber is  contracting  hereunder) and to the retention of
such  personal  information  for as  long as  permitted  or  required  by law or
business practice.

15. FURTHER ASSISTANCE

The  parties  will  execute  and  deliver  any  documents  and  perform any acts
necessary to carry out the intent of this
Agreement.

16. TIME

Time is of the essence of this Agreement.

17. GOVERNING LAWS

This Agreement will be governed by and construed in accordance  with the laws of
the State of Nevada. Each party attorns to the exclusive  jurisdiction of courts
of competent jurisdiction in the State of Nevada.

18. INDEPENDENT LEGAL ADVICE

Padayachee   acknowledges  that  he  has  been  given  an  opportunity  to  seek
independent  legal advice with respect to the terms of this  Agreement  prior to
its  execution  and have been  advised to do so by the  Company  or having  been
advised to obtain  independent  legal advice and having elected not to do so and
that  Padayachee  understand  the terms and  rights and  obligations  under this
Agreement.

19. COUNTERPARTS

This Agreement may be executed in two or more  counterparts,  each of which will
be deemed to be an original and all of which will constitute one Agreement.

IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the day
and year first above written.

LIFE STEM GENETICS INC.

By:
   --------------------------------
Name:  Gloria Simov
Title: Director and President

Witnessed by:                         )
                                      )
-----------------------------------   )    -------------------------------------
                                      )    VINO PADAYACHEE
-----------------------------------   )
                                      )
-----------------------------------   )
Address                               )
                                      )
-----------------------------------   )

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<PAGE>
                                  SCHEDULE "A"

                     DECLARATION OF REGULATION S ELIGIBILITY

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 Shareholder (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, Vino Padayachee (the "SHAREHOLDER"), HEREBY AFFIRM AND DECLARE THAT:

1.   The  Shareholder  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  Shareholder  is not  purchasing the Securities for the benefit of a US
     Person.

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

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

                                       11
<PAGE>
6.   The Shareholder 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  Shareholder  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.

8.   The  Shareholder is purchasing the Securities as an investment and not with
     a view towards resale.

9.   It has been  called to the  Shareholder'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 Shareholder's advisor(s), if any, and the
     Shareholder  have carefully  reviewed and understand the risk of, and other
     considerations relating to, an investment in the securities.

10.  The Shareholder 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  Shareholder 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 Shareholder 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  Shareholder'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

                                       12
<PAGE>
     publications with a general circulation in the United States, which discuss
     the offering of the securities.  To the  Shareholder's  knowledge,  without
     having made any independent investigation,  the securities were not offered
     to it  through,  and the  Shareholder  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  Shareholder is permitted to purchase the Securities  under the laws of
     its home jurisdiction.

15.  The Shareholder 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 Shareholder  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.

17.  The  Shareholder  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 Shareholder  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: March 12, 2014

Witnessed by:                         )
                                      )
-----------------------------------   )    -------------------------------------
                                      )    VINO PADAYACHEE
-----------------------------------   )
                                      )
-----------------------------------   )
Address                               )
                                      )
-----------------------------------   )

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