Exhibit 10.1

THIS AGREEMENT is effective as of the 23 day of July, 2014.

BETWEEN:

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

               (the "COMPANY")

AND:

               PRINCE  MARKETING  GROUP LIMITED of 2nd Floor,  21 Regent Street,
               Belize city, Belize

               ("PRINCE").

This  Agreement  contains the terms and  conditions  of the  acquisition  by the
Company  of a  twenty  percent  (20%)  interest  in a Cell  Culture  and  Tissue
Engineering  Laboratory,  the rights to acquire such  interest now being held by
Prince. The Laboratory is located within the confines of the Clinica San Nicolas
in San Nicolas de los Arroyos, Province of Buenos Aires, Argentina.

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)  "BUSINESS OF THE  LABORATORY"  means the business of laboratory;  (ii)
          the provision of related  clinical and treatment  services;  and (iii)
          any  other  material  business  carried  on  from  time to time by the
          Laboratory.

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

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

     (f)  "CURRENCY"  means the currency of the United States of America  ("US")
          and all references to money are to US Currency.

     (g)  "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.

     (h)  "INTEREST"  means a 20%  ownership  interest  in the Cell  Culture and
          Tissue  Engineering  Laboratory  located  within the  confines  of the
          Clinica San Nicolas in San Nicolas de los Arroyos,  Province of Buenos
          Aires, Argentina.

     (i)  "LABORATORY ENHANCEMENT FUNDS" means money used to further develop the
          Laboratory.

     (j)  "LABORATORY" means the Cell Culture and Tissue Engineering  Laboratory
          established  by Dr.  Roberto  Fernandez  Vina and  located  within the
          confines  of  Clinica  San  Nicolas  in San  Nicolas  de los  Arroyos,
          Province of Buenos Aires, Argentina.

     (k)  "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.

2.   ACQUISITION

The terms of the Acquisition of the Interest will be as follows:

     (a)  The Company  will  acquire all of Prince's  rights in the  Laboratory,
          being a twenty percent (20%) interest in the Laboratory.

     (b)  The components of the Laboratory  are more  particularly  described in
          Schedule "A" LABORATORY ASSETS.

     (c)  The  Acquisition  will include an assignment of Prince's rights to the
          Laboratory  that are  included  in an  agreement  between  Prince  and
          Roberto Fernandez Vina having an effective date of July 17, 2014 and a
          copy attached as Schedule "B" AGREEMENT TO PURCHASE.

     (d)  The Company will have the right to appoint one member having  suitable
          qualifications  to the  Laboratory's  management  committee  or to the
          board of directors if the Laboratory is  transferred  into a corporate
          entity.

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3.   CONSIDERATION:  The purchase price is Two Hundred and Seventy Five Thousand
     Dollars ($275,000).

4.   DEPOSIT:

     (a)  The Company will pay Prince a non-refundable deposit of $25,000, which
          deposit shall form part of the purchase price.

     (b)  Prince agrees to accept  payment of the deposit by way of a promissory
          note  payable on demand and  bearing an  interest  rate of ten percent
          (10%) per annum  compounded  annually,  a copy of which is attached as
          Schedule "C" PROMISORY NOTE.

5.   CLOSING:

     (a)  Closing  will take place on or before  October 15, 2014 at the offices
          of the  Company or at such other time and place as may be agreed  upon
          by the Parties.

     (b)  Upon  closing the Company  will pay Two Hundred and Fifty  Thousand US
          dollars (US $250,000), the balance of the purchase price, to Prince.

     (c)  Upon closing Prince will deliver to the Company documents transferring
          its Interest in the Laboratory to the Company.

6.   LABORATORY ENHANCEMENT FUNDS: $250,000.00 of the consideration paid will be
     used for the enhancement and upgrading of the Laboratory.

7.   CONDITIONS:

     (a)  The Company will within 15 days of the Effective  Date provide  Prince
          with a copy of a termination  letter from the  Securities and Exchange
          Commission of the United States of America (the "SEC") issued pursuant
          to S. 2.6.2 the SECURITIES AND EXCHANGE COMMISSION  ENFORCEMENT MANUAL
          published  October  9,  2013.  The  termination  letter is to  include
          wording to the effect that with respect to the Order of  Suspension of
          Trading of shares of the  Company  issued by the SEC on  November  25,
          2015,  the  Commission's  investigation  with regard to the Company is
          completed and they do not intend to recommend any  enforcement  action
          by the  Commission.  If this  condition is not met, then the condition
          completion  date will  automatically  be extended to the Closing Date,
          however Prince shall then have the right to demand  fulfillment of the
          condition  within seven days,  the  fulfillment  date to be calculated
          from and including the date of notice.

     (b)  On or before October 15, 2014 the Company's  shares will be quoted for
          trading on a public  stock  exchange or stock  quotation  system other
          than the Grays that is acceptable to Prince.

     (c)  As part of its due  diligence  the Company has the right to conduct an
          onsite inspection of the Laboratory prior to Closing.

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8.   CONFIDENTIALITY:  The Company will not disclose Confidential Information to
     third  parties  or the  public  except  where  required  to do so by law or
     regulatory bodies or with the prior consent of Prince.

9.   WARRANTIES OF PRINCE: Prince warrants that;

     (a)  the  Laboratory has a valid long term lease  arrangement  with Clinica
          San  Nicolas on standard  terms and  providing  for lease  payments no
          greater  than fair  market  value,  which  lease  provides  a physical
          premises for the location of the Laboratory;

     (b)  all Intellectual  Property Rights discovered or created through and in
          the Laboratory will be the property of the Laboratory unless shared or
          granted to a third  party,  and where so granted the  Company  will be
          notified  of the  granting  of the Rights to the third  party prior to
          their granting;

     (c)  the assets of the Laboratory  are fairly and accurately  represented n
          Schedule "A" LABORATORY  ASSETS.

10.  ASSIGNMENT  AND Enurement:  This Agreement  enures to the benefit of and is
     binding upon Prince and the Company and their respective heirs,  executors,
     administrators, successors and assigns.

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.  HEADINGS:

The headings  contained in this Agreement are for convenience  purposes only and
will not affect in any way the meaning or interpretation of this Agreement.

11.  ENTIRE AGREEMENT

This Agreement  contains the whole agreement between Prince and the Company with
respect  to the  Acquisition,  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 Prince and the Company. No change or modification of this
Agreement will be valid unless it is in written and initialed by all parties.

12.  NOTICE

All notices and other communications  required or permitted under this Agreement
must be in writing and will be deemed given if sent by personal  deliver,  faxed
with electronic  confirmation of delivery,  internationally-  recognized express
courier or  registered or certified  mail (return  receipt  requested),  postage
prepaid,  to the parties at the  addresses (or at such other address for a party
as will be specified by like notice) on the first page of this Agreement.

All such notices and other communications will be deemed to have been received:

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     (a)  In the case of personal delivery, on the date of such delivery;

     (b)  In the case of a fax,  when the party  sending  such fax has  received
          electronic confirmation of its delivery;

     (c)  In the case of delivery by internationally-recognized express courier,
          on the business day following dispatch; and

     (d)  In the case of mailing,  on the fifth business day following  mailing.

13.  NON-WAIVER

No failure or delay by Prince 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 Prince 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.

14.  FURTHER ASSISTANCE

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

15.  TIME

Time is of the essence of this Agreement.

16.  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.

17.  CONSTRUCTION

The language used in this Agreement will be deemed to be the language  chosen by
the parties to express their mutual intent,  and no rule of strict  construction
will be applied against any party.

18.  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,  it
being understood that all parties need not sign the same counterpart.

19.  FAX AND PDF EXECUTION

This Agreement may be executed by delivery of executed signature pages by fax or
PDF document via Email and such execution will be effective for all purposes.

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

By:
PRINCE MARKETING GROUP LIMITED


/s/ Peter Merry
--------------------------------------
Peter Merry, Director and President


LIFE STEM GENETICS INC.


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

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                                  SCHEDULE "A"
                                LABORATORY ASSETS
                 CELL CULTURE AND TISSUE ENGINEERING LABORATORY

LAB LOCATION:
     *    Clinica San Nicolas (hospital) which is owned by Dr. F. Vina
     *    (a specific  sector of the  hospital  in exchange of a minimal  rental
          fee)
     *    Hospital location, Buenos Aires, Argentina

INVESTMENT IN LABORATORY TO DATE
     *    The total  investment so far for the  habilitation and remodeling work
          in the area  ceded  by  Clinica  San  Nicolas  has been  approximately
          US$1,000,000.
     *    Source of  Investment:  Fundacion  Roberto  Fernandez Vina and Roberto
          Fernandez Vina (personal), together totaling aproximately $1,000.000.

LABORATORY WILL INCLUDE:
     *    Closed  laboratory sealed with laminar flood designed for cell culture
          and tissue engineering, with GMP warranties size 5 x 4.5 meters
     *    Sterile access area to laboratory 3 x 2 meters
     *    Laboratory  for common use,  sealed and  connected  thru sealed system
          with the closed laboratory
     *    Common access to the common lab and sterile  access area to the closed
          laboratory
     *    Entrance  office to the  sector for  secretary  and  medical  dispatch
          office 5 x 5 meters
     *    Sealed entry to the Oncohematologic and Bone marrow transplant area to
          the Cell  culture and tissue  engineering  area (It allows to separate
          from the general sector of the first floor of Clinica San Nicolas)
     *    2 positive  pressure air filters  have been  installed (1 particle for
          100 million of  volumes),  1 in the closed  laboratory  and the second
          equipment is in the sealed area for patients  with  transplant or stem
          cells  implant on the second floor of Clinica san Nicolas,  area to be
          used  for  bone  marrow  transplant  which  is used  by  cell  implant
          patients.

CLOSED LABORATORY:
     *    Floor carpeted with antibacterian gum
     *    Epoxi washable paint used in Operating rooms
     *    Positive pressure filtered air
     *    Termo regulable air conditioned to positive pressure
     *    Stove for cellular and tissue culture
     *    High complexity laminar flow
     *    2 inverted vision microscopies
     *    Cell separation centrifugators
     *    Homogenerizer for constant shaking maintenance
     *    Special pipettes
     *    Internet and intranet linking computer
     *    Freezer for maintenance of cultured tissues

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     *    Internal and external phones

STERILE AREA ACCESS
     *    Clothes and clothes changing ultraviolet sterilization system
     *    Air conditioning and positive pressure air

COMMON  LABORATORY  connected to Sealed  Laboratory by "Pass thru double door"
     *    Antibacterian gum carpeted floor
     *    Epoxi painted walls
     *    Refrigerated high revolution  centrifugating machine to separate blood
          bags, tubes and microtubes
     *    Refrigerators
     *    Freezer
     *    Liquid hydrogen thermos
     *    Oxygen and Co2 pipes central
     *    Lamoratory elements (Pipettes, reactors, etc)
     *    Common Microscope for cellular re-counting
     *    Filtered air conditioned
     *    Internal and external phones

OFFICE
     *    for secretary, doctors and biochemists
     *    Gum floor
     *    Office elements such as desks and chairs
     *    Library
     *    Filtered air
     *    Internal and external phones
     *    Connects with entrance sector with glass and aluminum sealing
     *    A biochemist,  molecular  biologist,  tissue  engineering  technician,
          hemotologist and informatic engineer already work in this Sector, plus
          secretary and cleaning personnel.

PROJECT DESCRIPTION
     *    Culture of messequimal cells coming from bone marrow or adipose tissue
     *    Produce IPS cells
     *    Culture of condroblasts and  queratinocitoes for implant in tissue and
          cartilague
     *    Development of skin tissue on platform
     *    Development of cartilague tissue on platform
     *    Creation of arterial tubes (Bank arteries)
     *    In the future:
     *    Decellulization  of dead organs and planting of stem cells on the same
          organ to regenerate heart,  liver,  lungs and kidneys (A bioreactor is
          required for such, one has been located already at Harvard Apparatus)
     *    Culture of bones on scaffolding

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COMPLIMENTARY FACILITIES
Clinica San  Nicolas,  a full scale  hospital,  will also  provide:
     *    A central laboratory with Flood Citometry
     *    Hematologic service for bone marrow extraction
     *    Tomograph  and  Resonancer  to place via biopsy  cells in the adecuate
          place
     *    Hemodinamy  and  Angiography  to place cells in organs via arteries or
          veins
     *    60 Hospital beds
     *    10 in intensive care, 6 in Intensive  Coronary unit, 10 incubators for
          newborn plus blood extraction for umbilical cord bank

OBJECTIVE:
     *    The main objective of the company is the cellular therapy,  separating
          and culturing cells  (Mesenquimals from fat or adipose tissue and bone
          marrow) as well as to engineering for tissues.
     *    The company already has experienced staff for this purpose.
     *    It also keeps a close relationship with international  groups, such as
          Hospital Gregorio Maranon in Madrid,  University  Maimonides in Buenos
          Aires,  Wake  Forrest  Institute  for  Regenerative  Medicine and Wake
          Forrest School of Medicine in North Carolina, and others

WHAT COMPANY INVESTMENT IN LABORATORY WILL DO:
     *    Additional  improvements  to Laboratory  will enable it to be coverted
          from a 2nd class lab into a 1st class lab.

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                                  SCHEDULE "B"

                              AGREEMENT TO PURCHASE

Effective date: July 17, 2014

BETWEEN  Roberto  Fernandez  Vina of San Nicolas de los Arroyos,  Buenos  Aires,
Argentina  ("VINA") and Prince  Marketing  Group Limited of 2nd Floor, 21 Regent
Street, Belize city, Belize ("PRINCE").

RECITAL:

     A.   Vina is the  sole  owner  of a Cell  Culture  and  Tissue  Engineering
          Laboratory  (the "LAB") located on the premises of Clinica San Nicolas
          in Buenos Aires, Argentina.

     B.   Prince wishes to acquire a partial ownership interest (the "Interest")
          in the Lab and Vina wishes to sell Prince the Interest.

AGREEMENT:

     1.   Vina agrees to sell a 20% Interest in the Lab to Prince.

     2.   The purchase price for the Interest is US $250,000 (the "INVESTMENT").

     3.   The Investment will be used for improvements to the Lab.

     4.   Closing  will be  October  15,  2015 at the  offices of Vina in Buenos
          Aires  Argentina  or at such other time and  location  as the  parties
          agree to.

     5.   Upon Closing;
          a.   Prince will pay to Vina US $250,000;
          b.   Vina will deliver to Prince documents conveying a 20% interest in
               the Lab to Prince.

     6.   This  agreement is subject to  completion of standard due diligence by
          Prince by  September  30,  As part of its due  diligence  Prince  will
          inspection the Lab premises on or about September 10, 2014.

     7.   This  agreement  is  governed  by the laws of the  province  of Buenos
          Aires, Argentina.

     8.   Prince  will  have the right to  appoint  an  individual  to the Lab's
          management  committee or board of  directors  (if the Lab is held by a
          corporate entity).

     9.   This  Agreement  enures to the benefit of and is binding upon Vina and
          Prince  and  their  respective   heirs,   executors,   administrators,
          successors and assigns.

     10.  This agreement may be signed in counterparts  delivered by in PDF form
          by email.

Signed by the parties on the Effective Date set out above.

By:                                          By:
Life Stem Genetics Inc.                      Roberto Fernandez Vina


/s/ Gloria Simov                             /s/ Roberto Fernandez Vina
-----------------------------------          -----------------------------------
Gloria Simov, President                      Roberto Fernandez Vina

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                                  SCHEDULE "C"
                                 PROMISORY NOTE

ON DEMAND, for valuable consideration received, LIFE STEM GENTICS Inc., a Nevada
Corporation,   promises  to  pay  PRINCE   MARKETING  GROUP  LIMITED  a  company
incorporated  in Belize,  the full sum of Twenty  Five  Thousand  Dollars of the
United  States of America (US S25,000.)  together  with interest  thereon at the
rate of ten percent (10%) per annum compounded annually.

Signed at Las Vegas, Nevada this 23rd day of July, 2014.


BY: LIFE STEM GENETICS INC.


/s/ Gloria Simov
-----------------------------------
Gloria Simov, President

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