EX-10.1






SUBSCRIPTION AGREEMENT




THIS SUBSCRIPTION AGREEMENT (this “Agreement”), is dated as of December      , 2008, by and among
Stem Cell Innovations, Inc., a Delaware corporation (the “Company”), and Alpha Capital Anstalt
(“Subscriber”).



WHEREAS, the Company and the Subscriber are executing and delivering this Agreement in
reliance upon an exemption from securities registration afforded by the provisions of Section 4(2),
Section 4(6) and/or Regulation D (“Regulation D”) as promulgated by the United States Securities
and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “1933
Act”).



WHEREAS, the parties desire that, upon the terms and subject to the conditions contained
herein, the Company shall issue and sell to Subscriber, as provided herein, and Subscriber, in the
aggregate, shall purchase for up to $300,000 (the “Purchase Price”) of secured 15% promissory notes
of the Company (“Note” or “Notes”), a form of which is annexed hereto as Exhibit A (the
“Offering”). The Notes are referred to herein as the “Securities.”; and



WHEREAS, the Purchase Price to be paid by the Subscriber and the Notes to be issued by the
Company as provided herein shall be held in escrow pursuant to the terms of a Funds Escrow
Agreement to be executed by the parties substantially in the form attached hereto as Exhibit B (the
“Escrow Agreement”).



NOW, THEREFORE, in consideration of the mutual covenants and other agreements contained in
this Agreement the Company and the Subscriber hereby agree as follows:



1. Closing Date. The “Closing Date” shall be the date that the Purchase Price is
transmitted by wire transfer or otherwise credited to or for the benefit of the Company. The
consummation of the transactions contemplated herein shall take place at the offices of Grushko &
Mittman, P.C., 551 Fifth Avenue, Suite 1601, New York, New York 10176, upon the satisfaction or
waiver of all conditions to closing set forth in this Agreement.



2. Notes. Subject to the satisfaction or waiver of the terms and conditions of this
Agreement, on the Closing Date, Subscriber shall purchase and the Company shall sell to Subscriber
a Note in the principal amount designated on the signature page hereto for Subscriber’s portion of
the Purchase Price indicated thereon.



3. Security Interest. The Subscriber has been granted a security interest in the
assets of the Company and Subsidiaries (as defined in Section 5(a) of this Agreement), including
ownership of the Subsidiaries and in the assets of the Subsidiaries, which security interest was
memorialized in a “Security Agreement” dated November 16, 2006. The Subsidiaries guaranteed the
Company’s obligations under the Transaction Documents as defined in Section 5(c) memorialized in a
“Guaranty” dated November 16, 2006. The Subscriber appointed a Collateral Agent to represent it in
connection with the security interests to be granted to the Subscriber. The appointment of the
Collateral Agent in connection with the Security Agreement was pursuant to a “Collateral Agent
Agreement” dated November 16, 2006. The Notes and all sums due under the Notes and the Transaction
Documents (as defined in Section 5(c) below) are included in the term “Obligations” as defined in
the Security Agreements and are secured by the Collateral (as defined in the Security Agreements)
in the same manner and having the same priority as granted to the Subscriber pursuant to the
Security Agreements. Such “Obligations” include the $250,000 loan by Alpha Capital Anstalt dated
February 24, 2006 and any additional amounts as described in the documents, and other agreements
entered into in connection with such “Obligations”. The Subsidiaries by signing this Agreement
consent and agree that the Guarantees provided by them on or about November 16, 2006, include as
guaranteed obligations all sums which may become due to the Subscriber under the Transaction
Documents (as defined in Section 5(c)). The Company will execute such other agreements, documents
and financing statements reasonably requested by the Subscriber, affirm such security agreement
which may be filed at the Company’s expense with the jurisdictions, states and counties designated
by the Subscriber herein. The Company will also execute all such documents reasonably necessary in
the opinion of the Subscriber to memorialize and further protect the security interest described
herein.



4. Subscriber Representations and Warranties. Subscriber hereby represents and
warrants to and agrees with the Company that:



(a) Organization and Standing of the Subscriber. If Subscriber is an entity,
Subscriber is a corporation, partnership or other entity duly incorporated or organized, validly
existing and in good standing under the laws of the jurisdiction of its incorporation or
organization.



(b) Authorization and Power. Subscriber has the requisite power and authority to
enter into and perform this Agreement and the other Transaction Documents and to purchase the Notes
being sold to it hereunder. The execution, delivery and performance of this Agreement and the
other Transaction Documents by Subscriber and the consummation by it of the transactions
contemplated hereby and thereby have been duly authorized by all necessary corporate or partnership
action, and no further consent or authorization of Subscriber or its Board of Directors,
stockholders, partners, members, as the case may be, is required. This Agreement and the other
Transaction Documents have been duly authorized, executed and when delivered by Subscriber and
constitutes, or shall constitute when executed and delivered, a valid and binding obligation of
Subscriber enforceable against Subscriber in accordance with the terms thereof.



(c) No Conflicts. The execution, delivery and performance of this Agreement and the
other Transaction Documents and the consummation by Subscriber of the transactions contemplated
hereby and thereby or relating hereto do not and will not (i) result in a violation of Subscriber’s
charter documents, bylaws or other organizational documents, (ii) conflict with nor constitute a
default (or an event which with notice or lapse of time or both would become a default) under, nor
(iii) result in a violation of any law, rule, or regulation, or any order, judgment or decree of
any court or governmental agency applicable to Subscriber or its properties (except for such
conflicts, defaults and violations as would not, individually or in the aggregate, have a material
adverse effect on Subscriber). Subscriber is not required to obtain any consent, authorization or
order of, or make any filing or registration with, any court or governmental agency in order for it
to execute, deliver or perform any of its obligations under this Agreement and the other
Transaction Documents nor to purchase the Securities in accordance with the terms hereof, provided
that for purposes of the representation made in this sentence, Subscriber is assuming and relying
upon the accuracy of the relevant representations and agreements of the Company herein.



(d) Information on Company. Subscriber has been furnished with or has had access at
the EDGAR Website of the Commission to the Company’s Form 10-KSB/A filed on April 30, 2007 for the
fiscal year ended December 31, 2006, and the financial statements included therein for the year
ended December 31, 2006, together with all subsequent filings made with the Commission available at
the EDGAR website until five days before the Closing Date (hereinafter referred to collectively as
the “Reports”). In addition, Subscriber may have received in writing from the Company such other
information concerning its operations, financial condition and other matters as Subscriber has
requested in writing, identified thereon as OTHER WRITTEN INFORMATION (such other information is
collectively, the “Other Written Information”), and considered all factors Subscriber deems
material in deciding on the advisability of investing in the Securities.



(e) Information on Subscriber. Subscriber is, and will be at the time of the
issuance of the Notes, an “accredited investor”, as such term is defined in Regulation D
promulgated by the Commission under the 1933 Act, is experienced in investments and business
matters, has made investments of a speculative nature and has purchased securities of United States
publicly-owned companies in private placements in the past and, with its representatives, has such
knowledge and experience in financial, tax and other business matters as to enable Subscriber to
utilize the information made available by the Company to evaluate the merits and risks of and to
make an informed investment decision with respect to the proposed purchase, which represents a
speculative investment. Subscriber has the authority and is duly and legally qualified to purchase
and own the Securities. Subscriber is able to bear the risk of such investment for an indefinite
period and to afford a complete loss thereof. The information set forth on the signature page
hereto regarding Subscriber is accurate.



(f) Purchase of Notes. On the Closing Date, Subscriber will purchase the Notes as
principal for its own account for investment only and not with a view toward, or for resale in
connection with, the public sale or any distribution thereof.



(g) Compliance with Securities Act. Subscriber understands and agrees that the
Securities have not been registered under the 1933 Act or any applicable state securities laws, by
reason of their issuance in a transaction that does not require registration under the 1933 Act
(based in part on the accuracy of the representations and warranties of Subscriber contained
herein), and that such Securities must be held indefinitely unless a subsequent disposition is
registered under the 1933 Act or any applicable state securities laws or is exempt from such
registration. In any event, and subject to compliance with applicable securities laws, the
Subscriber may enter into lawful hedging transactions in the course of hedging the position they
assume and the Subscriber may also enter into lawful short positions or other derivative
transactions relating to the Securities, or interests in the Securities, and deliver the
Securities, or interests in the Securities, to close out their short or other positions or
otherwise settle other transactions, or loan or pledge the Securities, or interests in the
Securities, to third parties who in turn may dispose of these Securities.




(h) Note Legend. The Note shall bear the following legend:



“THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
AS AMENDED. THIS NOTE MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR
HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT
AS TO THIS NOTE UNDER SAID ACT OR AN OPINION OF COUNSEL REASONABLY
SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.”



(i) Communication of Offer. The offer to sell the Securities was directly
communicated to Subscriber by the Company. At no time was Subscriber presented with or solicited
by any leaflet, newspaper or magazine article, radio or television advertisement, or any other form
of general advertising or solicited or invited to attend a promotional meeting otherwise than in
connection and concurrently with such communicated offer.



(j) Restricted Securities. Subscriber understands that the Securities have not been
registered under the 1933 Act and Subscriber will not sell, offer to sell, assign, pledge,
hypothecate or otherwise transfer any of the Securities unless pursuant to an effective
registration statement under the 1933 Act, or unless an exemption from registration is available.
Notwithstanding anything to the contrary contained in this Agreement, Subscriber may transfer
(without restriction and without the need for an opinion of counsel) the Securities to its
Affiliates (as defined below) provided that each such Affiliate is an “accredited investor” under
Regulation D and such Affiliate agrees to be bound by the terms and conditions of this Agreement.
For the purposes of this Agreement, an “Affiliate” of any person or entity means any other person
or entity directly or indirectly controlling, controlled by or under direct or indirect common
control with such person or entity. Affiliate includes each Subsidiary of the Company. For
purposes of this definition, “control” means the power to direct the management and policies of
such person or firm, directly or indirectly, whether through the ownership of voting securities, by
contract or otherwise.



(k) No Governmental Review. Subscriber understands that no United States federal or
state agency or any other governmental or state agency has passed on or made recommendations or
endorsement of the Securities or the suitability of the investment in the Securities nor have such
authorities passed upon or endorsed the merits of the offering of the Securities.



(l) Correctness of Representations. Subscriber represents as to Subscriber that the
foregoing representations and warranties are true and correct as of the date hereof and, unless
Subscriber otherwise notifies the Company prior to the Closing Date shall be true and correct as of
the Closing Date.



(m) Survival. The foregoing representations and warranties shall survive the Closing
Date.



5. Company Representations and Warranties. The Company represents and warrants to and
agrees with Subscriber that:



(a) Due Incorporation. The Company is a corporation or other entity duly incorporated
or organized, validly existing and in good standing under the laws of the jurisdiction of its
incorporation or organization and has the requisite corporate power to own its properties and to
carry on its business as presently conducted. The Company is duly qualified as a foreign
corporation to do business and is in good standing in each jurisdiction where the nature of the
business conducted or property owned by it makes such qualification necessary, other than those
jurisdictions in which the failure to so qualify would not have a Material Adverse Effect. For
purposes of this Agreement, a “Material Adverse Effect” shall mean a material adverse effect on the
financial condition, results of operations, prospects, properties or business of the Company and
its Subsidiaries taken as a whole. For purposes of this Agreement, “Subsidiary” means with respect
to any entity at any date, any corporation, limited or general partnership, limited liability
company, trust, estate, association, joint venture or other business entity of which more than 30%
of (i) the outstanding capital stock having (in the absence of contingencies) ordinary voting power
to elect a majority of the board of directors or other managing body of such entity, (ii) in the
case of a partnership or limited liability company, the interest in the capital or profits of such
partnership or limited liability company or (iii) in the case of a trust, estate, association,
joint venture or other entity, the beneficial interest in such trust, estate, association or other
entity business is, at the time of determination, owned or controlled directly or indirectly
through one or more intermediaries, by such entity. As of the Closing Date, the Company’s
Subsidiaries are set forth on Schedule 5(a) hereto.



(b) Outstanding Stock. All issued and outstanding shares of capital stock of the
Company and Subsidiary have been duly authorized and validly issued and are fully paid and
non-assessable.



(c) Authority; Enforceability. This Agreement, the Note, the Escrow Agreement, and
any other agreements delivered together with this Agreement or in connection herewith (collectively
“Transaction Documents”) have been duly authorized, executed and delivered by the Company and
Subsidiaries (as applicable) and are valid and binding agreements of the Company enforceable in
accordance with their terms, subject to bankruptcy, insolvency, fraudulent transfer,
reorganization, moratorium and similar laws of general applicability relating to or affecting
creditors’ rights generally and to general principles of equity. The Company has full corporate
power and authority necessary to enter into and deliver the Transaction Documents and to perform
its obligations thereunder.



(d) Capitalization and Additional Issuances. The authorized and outstanding capital
stock of the Company and Subsidiaries on a fully diluted basis as of the date of this Agreement and
the Closing Date (not including the Securities) are set forth on Schedule 5(d). Except as set
forth on Schedule 5(d), there are no options, warrants, or rights to subscribe to, securities,
rights, understandings or obligations convertible into or exchangeable for or giving any right to
subscribe for any shares of capital stock or other equity interest of the Company or any of the
Subsidiaries. The only officer, director, employee and consultant stock option or stock incentive
plan currently in effect or contemplated by the Company is described on Schedule 5(d). There are
no outstanding agreements or preemptive or similar rights affecting the Company’s Common Stock.



(e) Consents. No consent, approval, authorization or order of any court, governmental
agency or body or arbitrator having jurisdiction over the Company, or any of its Affiliates, the
OTC Bulletin Board (“Bulletin Board”) or the Company’s shareholders is required for the execution
by the Company of the Transaction Documents and compliance and performance by the Company of its
obligations under the Transaction Documents, including, without limitation, the issuance and sale
of the Securities. The Transaction Documents and the Company’s performance of its obligations
thereunder has been unanimously approved by the Company’s Board of Directors.



(f) No Violation or Conflict. Assuming the representations and warranties of the
Subscriber in Section 4 are true and correct, neither the issuance and sale of the Securities nor
the performance of the Company’s obligations under this Agreement and all other agreements entered
into by the Company relating thereto by the Company will:



(i) violate, conflict with, result in a breach of, or constitute a default (or an event which
with the giving of notice or the lapse of time or both would be reasonably likely to constitute a
default) under (A) the articles or certificate of incorporation, charter or bylaws of the Company,
(B) to the Company’s knowledge, any decree, judgment, order, law, treaty, rule, regulation or
determination applicable to the Company of any court, governmental agency or body, or arbitrator
having jurisdiction over the Company or over the properties or assets of the Company or any of its
Affiliates, (C) the terms of any bond, debenture, note or any other evidence of indebtedness, or
any agreement, stock option or other similar plan, indenture, lease, mortgage, deed of trust or
other instrument to which the Company or any of its Affiliates is a party, by which the Company or
any of its Affiliates is bound, or to which any of the properties of the Company or any of its
Affiliates is subject, or (D) the terms of any “lock-up” or similar provision of any underwriting
or similar agreement to which the Company, or any of its Affiliates is a party except the
violation, conflict, breach, or default of which would not have a Material Adverse Effect; or



(ii) result in the creation or imposition of any lien, charge or encumbrance upon the
Securities or any of the assets of the Company or any of its Affiliates except in favor of
Subscriber as described herein; or



(iii) result in the activation of any anti-dilution rights or a reset or repricing of any
debt, equity or security instrument of any creditor or equity holder of the Company, or the holder
of the right to receive any debt, equity or security instrument of the Company nor result in the
acceleration of the due date of any obligation of the Company; or



(iv) result in the triggering of any piggy-back or other registration rights of any person or
entity holding securities of the Company or having the right to receive securities of the Company.



(g) The Securities. The Securities upon issuance:



(i) are, or will be, free and clear of any security interests, liens, claims or other
encumbrances, subject only to restrictions upon transfer under the 1933 Act and any applicable
state securities laws;



(ii) have been, or will be, duly and validly authorized and on the dates of issuance will be
validly issued, fully paid and non-assessable;



(iii) will not have been issued or sold in violation of any preemptive or other similar rights
of the holders of any securities of the Company or rights to acquire securities of the Company;



(iv) will not subject the holders thereof to personal liability by reason of being such
holders; and



(v) assuming the representations warranties of the Subscriber as set forth in Section 4 hereof
are true and correct, will not result in a violation of Section 5 under the 1933 Act.



(h) Litigation. There is no pending or, to the best knowledge of the Company,
threatened action, suit, proceeding or investigation before any court, governmental agency or body,
or arbitrator having jurisdiction over the Company, or any of its Affiliates that would affect the
execution by the Company or the complete and timely performance by the Company of its obligations
under the Transaction Documents. Except as disclosed in the Reports, there is no pending or, to
the best knowledge of the Company, basis for or threatened action, suit, proceeding or
investigation before any court, governmental agency or body, or arbitrator having jurisdiction over
the Company, or any of its Affiliates which litigation if adversely determined would have a
Material Adverse Effect.



(i) No Market Manipulation. The Company and its Affiliates have not taken, and will
not take, directly or indirectly, any action designed to, or that might reasonably be expected to,
cause or result in stabilization or manipulation of the price of the Common Stock to facilitate the
sale or resale of the Securities or affect the price at which the Securities may be issued or
resold.



(j) Information Concerning Company. The Reports and Other Written Information contain
all material information relating to the Company and its operations and financial condition as of
their respective dates which information is required to be disclosed therein. Since December 31,
2006 and except as modified in the Other Written Information or in the Schedules hereto, there has
been no Material Adverse Event relating to the Company’s business, financial condition or affairs.
The Reports and Other Written Information including the financial statements included therein do
not contain any untrue statement of a material fact or omit to state a material fact required to be
stated therein or necessary to make the statements therein, taken as a whole, not misleading in
light of the circumstances when made.



(k) Solvency. Based on the financial condition of the Company as of the Closing Date
after giving effect to the receipt by the Company of the proceeds from the sale of the Notes
hereunder, the Company does not intend to incur debts beyond its ability to pay such debts as they
mature.



(l) Defaults. The Company is not in violation of its articles of incorporation or
bylaws. The Company is (i) not in default under or in violation of any other material agreement or
instrument to which it is a party or by which it or any of its properties are bound or affected,
which default or violation would have a Material Adverse Effect, (ii) not in default with respect
to any order of any court, arbitrator or governmental body or subject to or party to any order of
any court or governmental authority arising out of any action, suit or proceeding under any statute
or other law respecting antitrust, monopoly, restraint of trade, unfair competition or similar
matters, or (iii) not in violation of any statute, rule or regulation of any governmental authority
which violation would have a Material Adverse Effect.



(m) No Integrated Offering. Neither the Company, nor any of its Affiliates, nor any
person acting on its or their behalf, has directly or indirectly made any offers or sales of any
security of the Company nor solicited any offers to buy any security of the Company under
circumstances that would cause the offer of the Securities pursuant to this Agreement to be
integrated with prior offerings by the Company for purposes of the 1933 Act or any applicable
stockholder approval provisions, including, without limitation, under the rules and regulations of
the Bulletin Board. No prior offering will impair the exemptions relied upon in this Offering or
the Company’s ability to timely comply with its obligations hereunder. Neither the Company nor any
of its Affiliates will take any action or steps that would cause the offer or issuance of the
Securities to be integrated with other offerings which would impair the exemptions relied upon in
this Offering or the Company’s ability to timely comply with its obligations hereunder. The
Company will not conduct any offering other than the transactions contemplated hereby that may be
integrated with the offer or issuance of the Securities that would impair the exemptions relied
upon in this Offering or the Company’s ability to timely comply with its obligations hereunder.



(n) No General Solicitation. Neither the Company, nor any of its Affiliates, nor to
its knowledge, any person acting on its or their behalf, has engaged in any form of general
solicitation or general advertising (within the meaning of Regulation D under the 1933 Act) in
connection with the offer or sale of the Securities.



(o) No Undisclosed Liabilities. The Company has no liabilities or obligations which
are material, individually or in the aggregate, other than those incurred in the ordinary course of
the Company businesses since December 31, 2006 and which, individually or in the aggregate, would
reasonably be expected to have a Material Adverse Effect, except as disclosed in the Reports or on
Schedule 5(o).



(p) No Undisclosed Events or Circumstances. Since December 31, 2006, except as
disclosed in the Reports, no event or circumstance has occurred or exists with respect to the
Company or its businesses, properties, operations or financial condition, that, under applicable
law, rule or regulation, requires public disclosure or announcement prior to the date hereof by the
Company but which has not been so publicly announced or disclosed in the Reports.



(q) Capitalization. The authorized and outstanding capital stock of the Company and
Subsidiaries on a fully diluted basis as of the date of this Agreement and the Closing Date (not
including the Securities) are set forth on Schedule 5(q). There are no options, warrants, or
rights to subscribe to, securities, rights, understandings or obligations convertible into or
exchangeable for or giving any right to subscribe for any shares of capital stock or other equity
interest of the Company or any of the Subsidiaries. The only officer, director, employee and
consultant stock option or stock incentive plan currently in effect or contemplated by the Company
is described on Schedule 5(q).



(r) No Disagreements with Accountants and Lawyers. There are no material
disagreements of any kind presently existing, or reasonably anticipated by the Company to arise
between the Company and the accountants and lawyers previously and presently employed by the
Company, including but not limited to disputes or conflicts over payment owed to such accountants
and lawyers, nor have there been any such disagreements during the two years prior to the Closing
Date.



(s) Investment Company. Neither the Company nor any Affiliate of the Company is an
“investment company” within the meaning of the Investment Company Act of 1940, as amended.



(t) Foreign Corrupt Practices. Neither the Company, nor to the knowledge of the
Company, any agent or other person acting on behalf of the Company, has (i) directly or indirectly,
used any funds for unlawful contributions, gifts, entertainment or other unlawful expenses related
to foreign or domestic political activity, (ii) made any unlawful payment to foreign or domestic
government officials or employees or to any foreign or domestic political parties or campaigns from
corporate funds, (iii) failed to disclose fully any contribution made by the Company (or made by
any person acting on its behalf of which the Company is aware) which is in violation of law, or
(iv) violated in any material respect any provision of the Foreign Corrupt Practices Act of 1977,
as amended.



(u) Reporting Company/Shell Company. The Company is a publicly-held company subject
to reporting obligations pursuant to Section 13 of the Securities Exchange Act of 1934, as amended
(the “1934 Act”) and has a class of Common Stock registered pursuant to Section 12(g) of the 1934
Act. Pursuant to the provisions of the 1934 Act, the Company has timely filed all reports and
other materials required to be filed thereunder with the Commission during the preceding twelve
months. As of the Closing Date, the Company is not a “shell company” nor a “former shell company”
as those terms are employed in Rule 144 under the 1933 Act.



(v) Listing. The Company’s Common Stock is quoted on the Bulletin Board under the
symbol SCLL. The Company has not received any oral or written notice that its Common Stock is not
eligible nor will become ineligible for quotation on the Bulletin Board nor that its Common Stock
does not meet all requirements for the continuation of such quotation. The Company satisfies all
the requirements for the continued quotation of its Common Stock on the Bulletin Board.



(w) DTC Status. The Company’s transfer agent is a participant in, and the Common
Stock is eligible for transfer pursuant to, the Depository Trust Company Automated Securities
Transfer Program. The name, address, telephone number, fax number, contact person and email address
of the Company transfer agent is set forth on Schedule 5(w) hereto.



(x) Company Predecessor and Subsidiaries. The Company makes each of the
representations contained in Sections 5(a), (b), (c), (d), (e), (f), (h), (j), (l), (o), (p), (q),
(s), (t) and (u) of this Agreement, as same relate or could be applicable to each Subsidiary of the
Company. All representations made by or relating to the Company of a historical or prospective
nature and all undertakings described in Sections 9(g) through 9(l) shall relate, apply and refer
to the Company and its predecessors and successors. The Company represents that it owns all of the
equity of the Subsidiary and rights to receive equity of the Subsidiary, free and clear of all
liens, encumbrances and claims. No person or entity other than the Company has the right to
receive any equity interest in the Subsidiary.



(y) Correctness of Representations. The Company represents that the foregoing
representations and warranties are true and correct as of the date hereof in all material respects,
and, unless the Company otherwise notifies the Subscriber prior to the Closing Date, shall be true
and correct in all material respects as of the Closing Date; provided, that, if such representation
or warranty is made as of a different date in which case such representation or warranty shall be
true as of such date.



(z) Survival. The foregoing representations and warranties shall survive the Closing
Date.



6. Regulation D Offering/Legal Opinion. The offer and issuance of the Securities to
the Subscriber is being made pursuant to the exemption from the registration provisions of the 1933
Act afforded by Section 4(2) or Section 4(6) of the 1933 Act and/or Rule 506 of Regulation D
promulgated thereunder.



7. Fees.



(a) Due Diligence Fee. The Company will pay a due diligence fee (“Due Diligence Fee”)
to the parties identified on Schedule 7(a) hereto. The aggregate Due Diligence Fee shall be equal
to 400,000,000 restricted shares of the Company’s Common Stock.



(b) Subscriber’s Legal Fees. The Company shall pay to Grushko & Mittman, P.C., a fee
of $12,500 (“Subscriber’s Legal Fees”) as reimbursement for services rendered to the Subscriber in
connection with this Agreement and the purchase and sale of the Notes (the “Offering”). The
Subscriber’s Legal Fees and expenses (to the extent known as of the Closing) will be payable out of
funds held pursuant to the Escrow Agreement. Grushko & Mittman, P.C. will be reimbursed at Closing
for all lien searches, filing fees, and printing and shipping costs for the closing statements to
be delivered to Subscriber.



8. Covenants of the Company. The Company covenants and agrees with the Subscriber as
follows:



(a) Stop Orders. The Company will advise the Subscriber, within twenty-four hours
after it receives notice of issuance by the Commission, any state securities commission or any
other regulatory authority of any stop order or of any order preventing or suspending any offering
of any securities of the Company, or of the suspension of the qualification of the Common Stock of
the Company for offering or sale in any jurisdiction, or the initiation of any proceeding for any
such purpose. The Company will not issue any stop transfer order or other order impeding the sale,
resale or delivery of any of the Securities, except as may be required by any applicable federal or
state securities laws and unless contemporaneous notice of such instruction is given to the
Subscriber.



(b) Listing/Quotation. The Company shall promptly secure the quotation or listing of
the Shares upon each national securities exchange, or automated quotation system upon which they
are or become eligible for quotation or listing (subject to official notice of issuance) and shall
maintain same so long as any Notes are outstanding. The Company will maintain the quotation or
listing of its Common Stock on the Bulletin Board, American Stock Exchange, Nasdaq Capital Market,
Nasdaq Global Market, Nasdaq Global Select Market, or New York Stock Exchange (whichever of the
foregoing is at the time the principal trading exchange or market for the Common Stock (the
“Principal Market”), and will comply in all respects with the Company’s reporting, filing and other
obligations under the bylaws or rules of the Principal Market, as applicable. The Company will
provide the Subscriber copies of all notices it receives notifying the Company of the threatened
and actual delisting of the Common Stock from any Principal Market. As of the date of this
Agreement and the Closing Date, the Bulletin Board is and will be the Principal Market.



(c) Market Regulations. If required, the Company shall notify the Commission, the
Principal Market and applicable state authorities, in accordance with their requirements, of the
transactions contemplated by this Agreement, and shall take all other necessary action and
proceedings as may be required and permitted by applicable law, rule and regulation, for the legal
and valid issuance of the Securities to the Subscriber and promptly provide copies thereof to the
Subscriber.



(d) Filing Requirements. From the date of this Agreement and until the last to occur
of (i) two (2) years after the Closing Date, (ii) until the Notes are no longer outstanding (the
date of such latest occurrence being the “End Date”), the Company will (A) cause its Common Stock
to continue to be registered under Section 12(b) or 12(g) of the 1934 Act, (B) comply in all
respects with its reporting and filing obligations under the 1934 Act, (C) voluntarily comply with
all reporting requirements that are applicable to an issuer with a class of shares registered
pursuant to Section 12(g) of the 1934 Act, if the Company is not subject to such reporting
requirements, and (D) comply with all requirements related to any registration statement filed
pursuant to this Agreement. The Company will use its best efforts not to take any action or file
any document (whether or not permitted by the 1933 Act or the 1934 Act or the rules thereunder) to
terminate or suspend such registration or to terminate or suspend its reporting and filing
obligations under said acts until the End Date. Until the End Date, the Company will continue the
listing or quotation of the Common Stock on a Principal Market and will comply in all respects with
the Company’s reporting, filing and other obligations under the bylaws or rules of the Principal
Market. The Company agrees to timely file a Form D with respect to the Securities if required
under Regulation D and to provide a copy thereof to Subscriber promptly after such filing.



(e) Use of Proceeds. The proceeds of the Offering will be employed by the Company
for expenses of the Offering and general working capital. Except as described on Schedule 8(e),
the Purchase Price may not and will not be used for accrued and unpaid officer and director
salaries, payment of financing related debt, redemption of outstanding notes or equity instruments
of the Company nor non-trade obligations outstanding on a Closing Date. For so long as any Notes
are outstanding, the Company will not prepay any financing related debt obligations, except
equipment payments, nor redeem any equity instruments of the Company without the prior consent of
the Subscriber.



(f) Taxes. From the date of this Agreement and until the End Date, the Company will
promptly pay and discharge, or cause to be paid and discharged, when due and payable, all lawful
taxes, assessments and governmental charges or levies imposed upon the income, profits, property or
business of the Company; provided, however, that any such tax, assessment, charge or levy need not
be paid if the validity thereof shall currently be contested in good faith by appropriate
proceedings and if the Company shall have set aside on its books adequate reserves with respect
thereto, and provided, further, that the Company will pay all such taxes, assessments, charges or
levies forthwith upon the commencement of proceedings to foreclose any lien which may have attached
as security therefore.



(g) Insurance. From the date of this Agreement and until the End Date, the Company
will keep its assets which are of an insurable character insured by financially sound and reputable
insurers against loss or damage by fire, explosion and other risks customarily insured against by
companies in the Company’s line of business and location, in amounts sufficient to prevent the
Company from becoming a co-insurer and not in any event less than one hundred percent (100%) of the
insurable value of the property insured less reasonable deductible amounts; and the Company will
maintain, with financially sound and reputable insurers, insurance against other hazards and risks
and liability to persons and property to the extent and in the manner customary for companies in
similar businesses similarly situated and located and to the extent available on commercially
reasonable terms.



(h) Books and Records. From the date of this Agreement and until the End Date, the
Company will keep true records and books of account in which full, true and correct entries will be
made of all dealings or transactions in relation to its business and affairs in accordance with
generally accepted accounting principles applied on a consistent basis.



(i) Governmental Authorities. From the date of this Agreement and until the End
Date, the Company shall duly observe and conform in all material respects to all valid requirements
of governmental authorities relating to the conduct of its business or to its properties or assets.



(j) Intellectual Property. From the date of this Agreement and until the End Date,
the Company shall maintain in full force and effect its corporate existence, rights and franchises
and all licenses and other rights to use intellectual property owned or possessed by it and
reasonably deemed to be necessary to the conduct of its business, unless it is sold for value.



(j) Properties. From the date of this Agreement and until the End Date, the Company
will keep its properties in good repair, working order and condition, reasonable wear and tear
excepted, and from time to time make all necessary and proper repairs, renewals, replacements,
additions and improvements thereto; and the Company will at all times comply with each provision of
all leases and claims to which it is a party or under which it occupies or has rights to property
if the breach of such provision could reasonably be expected to have a Material Adverse Effect.
The Company will not abandon any of its assets except for those assets which have negligible or
marginal value or for which it is prudent to do so under the circumstances.



(k) Confidentiality/Public Announcement. From the date of this Agreement and until
the End Date, the Company agrees that except in connection with a Form 8-K and the registration
statement or statements regarding the Subscriber’ securities or in correspondence with the SEC
regarding same, it will not disclose publicly or privately the identity of the Subscriber unless
expressly agreed to in writing by a Subscriber or only to the extent required by law and then only
upon not less than three days prior notice to Subscriber. In any event and subject to the
foregoing, the Company undertakes to file a Form 8-K describing the Offering not later than the
fourth business day after the Closing Date. Prior to the Closing Date, such Form 8-K will be
provided to Subscriber for their review and approval. Upon  delivery by the Company to the
Subscriber after the Closing Date of any notice or information, in writing, electronically or
otherwise, and while a Note is held by Subscriber, unless the  Company has in good faith determined
that the matters relating to such notice do not constitute material, nonpublic information relating
to the Company or Subsidiaries, the Company  shall within one business day after any such delivery
publicly disclose such  material,  nonpublic  information on a Report on Form 8-K.  In
the event that the Company believes that a notice or communication to a Subscriber contains
material, nonpublic information, relating to the Company or Subsidiaries, the Company shall so
indicate to Subscriber prior to delivery of such notice or information. Subscriber will be granted
sufficient time to notify the Company that Subscriber elects not to receive such information. In
such case, the Company will not deliver such information to Subscriber. In the absence of any such
indication, Subscriber shall be allowed to presume that all matters relating to such notice and
information do not constitute material, nonpublic information relating to the Company or
Subsidiaries.



(l) Non-Public Information. The Company covenants and agrees that except for the
Reports, Other Written Information and schedules and exhibits to this Agreement and any other
disclosure required under the Transaction Documents, which information the Company undertakes to
publicly disclose not later than the sooner of the required or actual filing date of the Form 8-K
described in Section 8(k) above, neither it nor any other person acting on its behalf will at any
time provide any Subscriber or its agents or counsel with any information that the Company believes
constitutes material non-public information, unless prior thereto Subscriber shall have agreed in
writing to accept such information. The Company understands and confirms that Subscriber shall be
relying on the foregoing representations in effecting transactions in securities of the Company.



(m) Negative Covenants. So long as a Note is outstanding, without the consent of the
Subscriber, the Company will not and will not permit any of its Subsidiaries to directly or
indirectly:



(i) create, incur, assume or suffer to exist any pledge, hypothecation, assignment, deposit
arrangement, lien, charge, claim, security interest, security title, mortgage, security deed or
deed of trust, easement or encumbrance, or preference, priority or other security agreement or
preferential arrangement of any kind or nature whatsoever (including any lease or title retention
agreement, any financing lease having substantially the same economic effect as any of the
foregoing, and the filing of, or agreement to give, any financing statement perfecting a security
interest under the Uniform Commercial Code or comparable law of any jurisdiction) (each, a “Lien”)
upon any of its property, whether now owned or hereafter acquired except for: (A) the Excepted
Issuances (as defined in Section 10 hereof), and (B) (a) Liens imposed by law for taxes that are
not yet due or are being contested in good faith and for which adequate reserves have been
established in accordance with generally accepted accounting principles; (b) carriers’,
warehousemen’s, mechanics’, material men’s, repairmen’s and other like Liens imposed by law,
arising in the ordinary course of business and securing obligations that are not overdue by more
than 30 days or that are being contested in good faith and by appropriate proceedings; (c) pledges
and deposits made in the ordinary course of business in compliance with workers’ compensation,
unemployment insurance and other social security laws or regulations; (d) deposits to secure the
performance of bids, trade contracts, leases, statutory obligations, surety and appeal bonds,
performance bonds and other obligations of a like nature, in each case in the ordinary course of
business; (e) Liens created with respect to the financing of the purchase of new property in the
ordinary course of the Company’s business up to the amount of the purchase price of such property;
and (f) easements, zoning restrictions, rights-of-way and similar encumbrances on real property
imposed by law or arising in the ordinary course of business that do not secure any monetary
obligations and do not materially detract from the value of the affected property (each of (a)
through (f), a “Permitted Lien”) and (g) indebtedness for borrowed money which is not senior or
pari passu in right of payment of the Notes, or distribution or interest in the Company’s assets.



  (ii) amend its certificate of incorporation, bylaws or its charter documents so as to
materially and adversely affect any rights of the Subscriber (an increase in the amount of
authorized shares and an increase in the number of directors will not be deemed adverse to the
rights of the Subscriber);



(iii) repay, repurchase or offer to repay, repurchase or otherwise acquire or make any
dividend or distribution in respect of any of its Common Stock, preferred stock, or other equity
securities other than to the extent permitted or required under the Transaction Documents.



(iv) engage in any transactions with any officer, director, employee or any Affiliate of the
Company, including any contract, agreement or other arrangement providing for the furnishing of
services to or by, providing for rental of real or personal property to or from, or otherwise
requiring payments to or from any officer, director or such employee or, to the knowledge of the
Company, any entity in which any officer, director, or any such employee has a substantial interest
or is an officer, director, trustee or partner, in each case in excess of $100,000 other than (i)
for payment of salary, or fees for services rendered, (ii) reimbursement for expenses incurred on
behalf of the Company, and (iii) for other employee benefits, including stock option agreements
under any stock option plan of the Company; or



(v) prepay or redeem any financing related debt or past due obligations outstanding as of the
Closing Date.



The Company agrees to provide Subscriber not less than ten (10) days notice prior to becoming
obligated to or effectuating a Permitted Lien or Excepted Issuance.



(n) Offering Restrictions. For so long as any Note is outstanding, the Company will
not enter into any Equity Line of Credit or similar agreement, nor issue nor agree to issue any
floating or Variable Priced Equity Linked Instruments nor any of the foregoing or equity with price
reset rights (collectively, the “Variable Rate Restrictions”), unless the proceeds of which are
used to pay the Notes in full. For purposes hereof, “Equity Line of Credit” shall include any
transaction involving a written agreement between the Company and an investor or underwriter
whereby the Company has the right to “put” its securities to the investor or underwriter over an
agreed period of time and at an agreed price or price formula, and “Variable Priced Equity Linked
Instruments” shall include: (A) any debt or equity securities which are convertible into,
exercisable or exchangeable for, or carry the right to receive additional shares of Common Stock
either (1) at any conversion, exercise or exchange rate or other price that is based upon and/or
varies with the trading prices of or quotations for Common Stock at any time after the initial
issuance of such debt or equity security, or (2) with a fixed conversion, exercise or exchange
price that is subject to being reset at some future date at any time after the initial issuance of
such debt or equity security due to a change in the market price of the Company’s Common Stock
since date of initial issuance, and (B) any amortizing convertible security which amortizes prior
to its maturity date, where the Company is required or has the option to (or any investor in such
transaction has the option to require the Company to) make such amortization payments in shares of
Common Stock which are valued at a price that is based upon and/or varies with the trading prices
of or quotations for Common Stock at any time after the initial issuance of such debt or equity
security (whether or not such payments in stock are subject to certain equity conditions).



(o) Seniority. Except for Permitted Liens and as otherwise provided for herein,
until the Notes are fully satisfied, the Company shall not grant any security interest to be taken
in the assets of the Company or any Subsidiary; nor issue any debt, equity or other instrument
which would give the holder thereof directly or indirectly, a right in any assets of the Company or
any Subsidiary equal to or superior to any right of the holder of a Note in or to such assets.



(p) Notices. For so long as the Subscriber hold any Securities, the Company will
maintain a United States address and United States fax number for notice purposes under the
Transaction Documents.



(q) Transactions With Insiders. So long as any Note is outstanding, the Company
shall not, and shall cause each of its subsidiaries not to, enter into, amend, modify or
supplement, or permit any subsidiary to enter into, amend, modify or supplement any agreement,
transaction, commitment, or arrangement relating to the sale, transfer or assignment of any of the
Company’s tangible or intangible assets with any of its Insiders (as defined below)(or any persons
who were Insiders at any time during the previous two (2) years), or any Affiliates (as defined
below) thereof, or with any individual related by blood, marriage, or adoption to any such
individual. Affiliate for purposes of this Section 9(v) means, with respect to any person or
entity, another person or entity that, directly or indirectly, (i) has a ten percent (10%) or more
equity interest in that person or entity, (ii) has ten percent (10%) or more common ownership with
that person or entity, (iii) controls that person or entity, or (iv) shares common control with
that person or entity. “Control” or “Controls” for purposes hereof means that a person or entity
has the power, direct or indirect, to conduct or govern the policies of another person or entity.
For purposes hereof, “Insiders” shall mean any officer, director or manager of the Company,
including but not limited to the Company’s president, chief executive officer, chief financial
officer and chief operations officer, and any of their affiliates or family members.



(r) Reduction of Par Value. The Company undertakes to reduce the par value of the
Company’s Common Stock to $.00060 on or before March 13, 2009. Failure to reduce the par value
pursuant to this Section 9(r) at any time shall be a material default of the Company’s obligations
under this Agreement and an Event of Default under the Note. In addition to the foregoing, in the
event the Company fails to complete the reduction of the par value of the Company’s Common Stock to
$.00060 on or before March 13, 2009, then the Company shall pay the Subscriber as liquidated
damages and not as a penalty an amount equal to three percent (3%) for each thirty days (or such
lesser pro-rata amount for any period less than thirty days) thereafter of the purchase price of
all outstanding Notes issued to Subscriber described on Schedule 8(r), during the pending of this
default.



9. Covenants of the Company and Subscriber Regarding Indemnification.



(a) The Company agrees to indemnify, hold harmless, reimburse and defend the Subscriber, the
Subscriber’ officers, directors, agents, Affiliates, members, managers, control persons, and
principal shareholders, against any claim, cost, expense, liability, obligation, loss or damage
(including reasonable legal fees) of any nature, incurred by or imposed upon the Subscriber or any
such person which results, arises out of or is based upon (i) any material misrepresentation by
Company or breach of any representation or warranty by Company in this Agreement or in any Exhibits
or Schedules attached hereto in any Transaction Documents, or other agreement delivered pursuant
hereto or in connection herewith, now or after the date hereof; or (ii) after any applicable notice
and/or cure periods, any breach or default in performance by the Company of any covenant or
undertaking to be performed by the Company hereunder, or any other agreement entered into by the
Company and Subscriber relating hereto.



(b) In no event shall the liability of any Subscriber or permitted successor hereunder or
under any Transaction Document or other agreement delivered in connection herewith be greater in
amount than the dollar amount of the net proceeds actually received by Subscriber upon the sale of
Registrable Securities (as defined herein).



10. Right of First Refusal. Until the Notes are no longer outstanding, the Subscriber
shall be given not less than ten business days prior written notice of any proposed sale by the
Company of its Common Stock or other securities or equity linked debt obligations, except in
connection with (i) full or partial consideration in connection with a strategic merger,
acquisition, consolidation or purchase of substantially all of the securities or assets of
corporation or other entity which holders of such securities or debt are not at any time granted
registration rights, (ii) the Company’s issuance of securities in connection with strategic license
agreements and other partnering arrangements so long as such issuances are not for the purpose of
raising capital and which holders of such securities or debt are not at any time granted
registration rights, (iii) the Company’s issuance of Common Stock or the issuances or grants of
options to purchase Common Stock to employees, directors, and consultants, pursuant to plans
described on Schedule 10, (iv) securities upon the exercise or exchange of or conversion of any
securities exercisable or exchangeable for or convertible into shares of Common Stock issued and
outstanding on the date of this Agreement, and (v) the payment of any interest on the Notes
pursuant to this Agreement on the terms described in the Transaction Documents (collectively the
foregoing (i) through (v) are “Excepted Issuances”). The Subscriber who exercise their rights
pursuant to this Section 10 shall have the right during the ten business days following receipt of
the notice to purchase for cash or by using the outstanding balance including principal, interest,
liquidated damages and any other amount then owing to Subscriber by the Company, such offered
Common Stock, debt or other securities in accordance with the terms and conditions set forth in the
notice of sale, and if the aggregate other offering is for less than the amounts owned to the
Subscriber, collectively; in the same proportion to each other as their purchase of Notes in the
Offering. In the event such terms and conditions are modified during the notice period, the
Subscriber shall be given prompt notice of such modification and shall have the right during the
ten business days following the notice of modification to exercise the right to participate in such
offering.



11. Miscellaneous.



(a) Notices. All notices, demands, requests, consents, approvals, and other
communications required or permitted hereunder shall be in writing and, unless otherwise specified
herein, shall be (i) personally served, (ii) deposited in the mail, registered or certified, return
receipt requested, postage prepaid, (iii) delivered by reputable air courier service with charges
prepaid, or (iv) transmitted by hand delivery, telegram, or facsimile, addressed as set forth below
or to such other address as such party shall have specified most recently by written notice. Any
notice or other communication required or permitted to be given hereunder shall be deemed effective
(a) upon hand delivery or delivery by facsimile, with accurate confirmation generated by the
transmitting facsimile machine, at the address or number designated below (if delivered on a
business day during normal business hours where such notice is to be received), or the first
business day following such delivery (if delivered other than on a business day during normal
business hours where such notice is to be received) or (b) on the second business day following the
date of mailing by express courier service, fully prepaid, addressed to such address, or upon
actual receipt of such mailing, whichever shall first occur. The addresses for such communications
shall be: (i) if to the Company, to: Stem Cell Innovations, Inc., 11222 Richmond Avenue, Suite 180,
Houston, TX 77082, Attn: Larry Gordon, Fax: (281) 679-7910, and (ii) if to the Subscriber, to: the
address and fax number indicated on the signature page hereto, with an additional copy by fax only
to: Grushko & Mittman, P.C., 551 Fifth Avenue, Suite 1601, New York, New York 10176, Fax: (212)
697-3575.



(b) Entire Agreement; Assignment. This Agreement and other documents delivered in
connection herewith represent the entire agreement between the parties hereto with respect to the
subject matter hereof and may be amended only by a writing executed by both parties. Neither the
Company nor the Subscriber have relied on any representations not contained or referred to in this
Agreement and the documents delivered herewith. No right or obligation of the Company shall be
assigned without prior notice to and the written consent of the Subscriber.



(c) Counterparts/Execution. This Agreement may be executed in any number of
counterparts and by the different signatories hereto on separate counterparts, each of which, when
so executed, shall be deemed an original, but all such counterparts shall constitute but one and
the same instrument. This Agreement may be executed by facsimile signature and delivered by
facsimile transmission.



(d) Law Governing this Agreement. This Agreement shall be governed by and construed
in accordance with the laws of the State of New York without regard to principles of conflicts of
laws. Any action brought by either party against the other concerning the transactions contemplated
by this Agreement shall be brought only in the state courts of New York or in the federal courts
located in the state and county of New York. The parties to this Agreement hereby irrevocably
waive any objection to jurisdiction and venue of any action instituted hereunder and shall not
assert any defense based on lack of jurisdiction or venue or based upon forum non
conveniens. The parties executing this Agreement and other agreements referred to herein or
delivered in connection herewith on behalf of the Company agree to submit to the in personam
jurisdiction of such courts and hereby irrevocably waive trial by jury. The prevailing party shall
be entitled to recover from the other party its reasonable attorney’s fees and costs. In the event
that any provision of this Agreement or any other agreement delivered in connection herewith is
invalid or unenforceable under any applicable statute or rule of law, then such provision shall be
deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to
conform with such statute or rule of law. Any such provision which may prove invalid or
unenforceable under any law shall not affect the validity or enforceability of any other provision
of any agreement. Each party hereby irrevocably waives personal service of process and consents to
process being served in any suit, action or proceeding in connection with this Agreement or any
other Transaction Document by mailing a copy thereof via registered or certified mail or overnight
delivery (with evidence of delivery) to such party at the address in effect for notices to it under
this Agreement and agrees that such service shall constitute good and sufficient service of process
and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to
serve process in any other manner permitted by law.



(e) Specific Enforcement, Consent to Jurisdiction. The Company and Subscriber
acknowledge and agree that irreparable damage would occur in the event that any of the provisions
of this Agreement were not performed in accordance with their specific terms or were otherwise
breached. It is accordingly agreed that the parties shall be entitled to seek an injunction or
injunctions to prevent or cure breaches of the provisions of this Agreement and to enforce
specifically the terms and provisions hereof, this being in addition to any other remedy to which
any of them may be entitled by law or equity. Subject to Section 11(d) hereof, the Company hereby
irrevocably waives, and agrees not to assert in any such suit, action or proceeding, any claim that
it is not personally subject to the jurisdiction in New York of such court, that the suit, action
or proceeding is brought in an inconvenient forum or that the venue of the suit, action or
proceeding is improper. Nothing in this Section shall affect or limit any right to serve process
in any other manner permitted by law.



(f) Independent Nature of Subscriber.     The Company acknowledges that the
obligations of Subscriber under the Transaction Documents are several and not joint with the
obligations of any other Subscriber, and no Subscriber shall be responsible in any way for the
performance of the obligations of any other Subscriber under the Transaction Documents. The Company
acknowledges that Subscriber has represented that the decision of Subscriber to purchase Securities
has been made by Subscriber independently of any other Subscriber and independently of any
information, materials, statements or opinions as to the business, affairs, operations, assets,
properties, liabilities, results of operations, condition (financial or otherwise) or prospects of
the Company which may have been made or given by any other Subscriber or by any agent or employee
of any other Subscriber, and no Subscriber or any of its agents or employees shall have any
liability to any Subscriber (or any other person) relating to or arising from any such information,
materials, statements or opinions.  The Company acknowledges that nothing contained in any
Transaction Document, and no action taken by any Subscriber pursuant hereto or thereto (including,
but not limited to, the (i) inclusion of a Subscriber in a registration statement and (ii) review
by, and consent to, such registration statement by a Subscriber) shall be deemed to constitute the
Subscriber as a partnership, an association, a joint venture or any other kind of entity, or create
a presumption that the Subscriber are in any way acting in concert or as a group with respect to
such obligations or the transactions contemplated by the Transaction Documents.  The Company
acknowledges that Subscriber shall be entitled to independently protect and enforce its rights,
including without limitation, the rights arising out of the Transaction Documents, and it shall not
be necessary for any other Subscriber to be joined as an additional party in any proceeding for
such purpose.  The Company acknowledges that it has elected to provide all Subscriber with the same
terms and Transaction Documents for the convenience of the Company and not because Company was
required or requested to do so by the Subscriber.  The Company acknowledges that such procedure
with respect to the Transaction Documents in no way creates a presumption that the Subscriber are
in any way acting in concert or as a group with respect to the Transaction Documents or the
transactions contemplated thereby.



(g) Damages. In the event the Subscriber is entitled to receive any liquidated
damages pursuant to the Transactions, the Subscriber may elect to receive the greater of actual
damages or such liquidated damages.



(h) Consent. As used in this Agreement and the Transaction Documents and any other
agreement delivered in connection herewith, “consent of the Subscriber” or similar language means
the consent of holders of not less than 60% of the outstanding principal amount of the Notes on the
date consent is requested (such amount being a “Majority in Interest”). A Majority in Interest may
consent to take or forebear from any action permitted under or in connection with the Transaction
Documents, modify any Transaction Document or waive any default or requirement applicable to the
Company, Subsidiaries or Subscriber under the Transaction Documents provided the effect of such
action does not waive any accrued damages and further provided that the relative rights of the
Subscriber to each other remains unchanged.



(i) Equal Treatment. No consideration shall be offered or paid to any person to
amend or consent to a waiver or modification of any provision of the Transaction Documents unless
the same consideration is also offered and paid to all the Subscriber and their permitted
successors and assigns who agree or are deemed to have agreed to such amendment or consent.



(j) Maximum Payments. Nothing contained herein or in any document referred to herein
or delivered in connection herewith shall be deemed to establish or require the payment of a rate
of interest or other charges in excess of the maximum permitted by applicable law. In the event
that the rate of interest or dividends required to be paid or other charges hereunder exceed the
maximum permitted by such law, any payments in excess of such maximum shall be credited against
amounts owed by the Company to the Subscriber and thus refunded to the Company.



(k) Calendar Days. All references to “days” in the Transaction Documents shall mean
calendar days unless otherwise stated. The terms “business days” and “trading days” shall mean
days that the New York Stock Exchange is open for trading for three or more hours. Time periods
shall be determined as if the relevant action, calculation or time period were occurring in New
York City. Any deadline that falls on a non-business day in any of the Transaction Documents shall
be automatically extended to the next business day and interest, if any, shall be calculated and
payable through such extended period.



(l) Maximum Liability. In no event shall the liability of any Subscriber or
permitted successor hereunder or under any Transaction Document or other agreement delivered in
connection herewith be greater in amount than the dollar amount of the net proceeds actually
received by Subscriber upon the sale of the Shares.



(m) Captions: Certain Definitions. The captions of the various sections and
paragraphs of this Agreement have been inserted only for the purposes of convenience; such captions
are not a part of this Agreement and shall not be deemed in any manner to modify, explain, enlarge
or restrict any of the provisions of this Agreement. As used in this Agreement the term
“person” shall mean and include an individual, a partnership, a joint venture, a
corporation, a limited liability company, a trust, an unincorporated organization and a government
or any department or agency thereof.



(n) Severability. In the event that any term or provision of this Agreement shall be
finally determined to be superseded, invalid, illegal or otherwise unenforceable pursuant to
applicable law by an authority having jurisdiction and venue, that determination shall not impair
or otherwise affect the validity, legality or enforceability: (i) by or before that authority of
the remaining terms and provisions of this Agreement, which shall be enforced as if the
unenforceable term or provision were deleted, or (ii) by or before any other authority of any of
the terms and provisions of this Agreement.



(o) Successor Laws. References in the Transaction Documents to laws, rules,
regulations and forms shall also include successors to and functionally equivalent replacements of
such laws, rules, regulations and forms. A successor rule to Rule 144(b)(1)(i) shall include any
rule that would be available to a non-Affiliate of the Company for the sale of Common Stock not
subject to volume restrictions and after a six month holding period.



1



SIGNATURE PAGE TO SUBSCRIPTION AGREEMENT




Please acknowledge your acceptance of the foregoing Subscription Agreement by signing and
returning a copy to the undersigned whereupon it shall become a binding agreement between us.




STEM CELL INNOVATIONS, INC.




a Delaware corporation




By:     

Name:

Title:





Dated: December      , 2008



	 	 	 
	 	 	PURCHASE PRICE AND PRINCIPAL
	SUBSCRIBER	 	AMOUNT OF NOTE
	ALPHA CAPITAL ANSTALT	 	 
	Pradafant 7	 	 
	9490 Furstentums	 	 
	Vaduz, Lichtenstein	 	 
	Fax: 011-42-32323196	 	 
	_______________________________________________	 	 
	(Signature)	 	 
	By:

	 	







2




LIST OF EXHIBITS AND SCHEDULES




	 	 	 
	Exhibit A

Exhibit B

Schedule 5(a)

Schedule 5(d)

Schedule 5(o)

Schedule 5(q)

Schedule 5(w)

Schedule 7(a)

Schedule 8(e)

Schedule 8(r)

Schedule 10

	 	Form of Note

Escrow Agreement

Subsidiaries

Capitalization and Additional Issuances

Undisclosed Liabilities

Capitalization

Transfer Agent

Due Diligence Fee

Use of Proceeds

Outstanding Alpha Notes

Plans for Issuances of Common Stock or Grants of Options to

Purchase Common Stock to Employees, Directors and Consultants







3