EMPLOYMENT AGREEMENT
                              --------------------

     This  Employment  Agreement  (the  "Agreement")  is  made  and entered into
effective  as of the First day of August, 2007, by and between STEM CELL THERAPY
INTERNATIONAL,  INC.,  a  corporation  organized  under  the laws of Nevada (the
"Company"),  and  Calvin  Cao,  an  individual ("Executive"), residing in Tampa,
Florida.

                              W I T N E S S E T H:
                              - - - - - - - - - -

     WHEREAS,  the  Company  a  leading  research and development company in the
regenerative medicine field (such activities, together with all other activities
of the Company and its subsidiaries, as conducted at or prior to the termination
of  this  Agreement,  and any future activities reasonably related thereto which
are  contemplated  by  the Company and/or its subsidiaries at the termination of
this  Agreement identified in writing by the Company to Executive at the date of
such  termination,  are  hereinafter  referred to as the "Business Activities");

     WHEREAS, the Company desires to employ Executive upon the terms and subject
to  the  terms  and  conditions  set  forth  in  this  Agreement;  and,

     WHEREAS, Executive desires to be employed by the Company upon the terms and
subject  to  the  conditions  set  forth  in  this  Agreement.

     NOW,  THEREFORE,  in  consideration  of  the premises, the mutual promises,
covenants  and  conditions  herein  contained  and  for  other good and valuable
considerations,  the  receipt  and sufficiency of which are hereby acknowledged,
the  parties  hereto  intending  to  be  legally  bound hereby agree as follows:

     Section  1.     Employment.  The  Company  hereby  employs  Executive,  and
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Executive  hereby  accepts  employment  with the Company, all upon the terms and
subject  to  the  conditions  set  forth  in  this  Agreement.

     Section  2.     Capacity and Duties.  Executive is and shall be employed in
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the  capacity  of  Chief  Operations  Officer of the Company and shall have such
duties,  responsibilities and authorities as are assigned to him by the Board of
Directors and the Chief Executive Officer of the Company (the "Board").  Subject
to  the  control  and  general  directions  of,  and  the  general  policies and
guidelines  established,  by  the Board and except as otherwise herein provided,
Executive  shall devote such of his business time, best efforts and attention as
necessary  to  promote  and  advance  the  business  of  the  Company  and  its
subsidiaries  and  to  perform  diligently  and  faithfully  all  the  duties,
responsibilities  and obligations of Executive to be performed by him under this
Agreement.  It  is contemplated in the current business model that the Executive
may be required to take management positions with entities and or joint ventures
that the Company does regular business with.  Any decision that is to be made by
the  Company  that  has an actual or appearance of a conflict of interest to the
Executives  other  positions,  the Executive will allow other executives to make
the  final  decision  and  or  abstain  from  any  vote  taken.

     Section  3.     Term  of  Employment.  The  initial  term  of employment of
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Executive by the Company pursuant to this Agreement shall be for the period (the
"Initial Term") commencing on August 1, 2007, and terminating on August 1, 2012,
or  such  earlier  date  that Executive's employment is terminated in accordance
with  the provisions of this Agreement.  The Initial Term automatically shall be
extended  for  successive additional one year periods (each, an "Extended Term")
unless  written notice is given by either party to the other party no later than
30  days  prior to the expiration of the Initial Term or any Extended Term. (The
Initial Term, together with each and any Extended Term, is sometimes hereinafter
called  the  "Employment  Period").

     Section  4.     Place  of  Employment.  Executive's principal place of work
                     ---------------------
shall  be  located  at  the  principal offices of the Company in Tampa, Florida.

     Section  5.     Compensation.  During the Employment Period, subject to all
                     ------------
the  terms and conditions of this Agreement and as compensation for all services
to  be  rendered  by Executive under this Agreement, the Company shall pay to or
provide  Executive  with  the  following:

          5.01     Base  Salary.  The  Company shall compensate Executive during
                   ------------
the  Initial  Term  for his services hereunder with a base salary of One Hundred
Fifty Thousand (150,000.00) per year.  Executive's salary will be adjusted on an
annual  basis for the first and each successive Extended Term, with a minimum of
a  Ten  Thousand  and  No  Dollar  ($10,000.00)  increase  per  annum.

          5.02     Bonus.  The  Company  may pay to Executive additional cash or
                   -----
other  bonuses  on  an  annual  or  other  basis  in  the sole discretion of the
Compensation  Committee of the Board and Executive shall become a participant in
any  incentive  compensation  or  bonus plan adopted by the Board for any highly
compensated officers or other significant employees of the Company on such terms
as  shall  be determined by the Compensation Committee of the Board. Any amounts
paid  or  payable to or on behalf of Employee shall be prorated through the Date
of  Termination.

     5.03     Other  Compensation.  The  Company  shall  grant the Executive Two
              -------------------
Million  (2,000,000)  options on the last day of the Third quarter of 2007.  The
options  will be priced at the closing price of that date or the earlier trading
date  if the last day of the quarter falls on a day that the markets are closed.
These  options  will  be  exercisable for a ten year period on a cashless basis.

5.04     Other  Benefits.  The  Company  shall  provide Executive with the other
         ---------------
benefits  specified  on  Exhibit  5.04  attached  hereto.


     Section  6.     Adherence  to  Standards; Review of Performance.  Executive
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shall  comply with the written policies, standards, rules and regulations of the
Company from time to time established for all executive officers of the Company.
The  Board  and/or the Chief Executive Officer of the Company shall periodically
review  and  evaluate  the  performance  of  Executive under this Agreement with
Executive.

     Section  7.     Expenses.  The  Company  shall  reimburse Executive for all
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reasonable,  ordinary  and  necessary  expenses  (including, but not limited to,
automobile  and  other  business  travel  and  customer  entertainment expenses)
incurred  by  him in connection with his employment hereunder in accordance with
Company  policy;  provided,  however,  Executive  shall  render to the Company a
complete  and  accurate  accounting  of all such expenses in accordance with the
substantiation requirements of Section 274 of the Internal Revenue Code of 1986,
as  amended  (the  "Code"),  as  a  condition  precedent  to such reimbursement.

     Section  8.     Termination  Following  a  Change  in  Control.
                     ----------------------------------------------

     8.01     In the event that a "Change in Control" of the Company shall occur
at  any time during the Term hereof, Executive shall have the right to terminate
his  employment  under this Agreement upon thirty (30) days written notice given
at  any  time  within twelve (12) months after the occurrence of such event.  In
such  event,  or  if  the  Company terminates Executive's employment at any time
other  than  for  Cause within twelve (12) months following a Change in Control,
then  in  either  such  event, Executive shall be entitled to (a) vesting of all
options;  and  (b)  continuation  of his base salary plus any bonus or incentive
compensation  which  has been earned or has become payable pursuant to the terms
of  any  compensation or benefit plan as of such date but which has not yet been
paid,  and all benefits pursuant to Section 5 of this Agreement, for the greater
of  the  then  current  term  of  the  Employment Period, or twelve (12) months.

     8.02     For  purposes  of  this  Agreement,  a  "Change  in Control" shall
include  any  of  the  events  described  below:

     (a)     Any  one  person,  or  more  than  one person acting as a group (as
determined  under  Subsection  (d)  below), acquires (or has acquired during the
12-month period ending on the date of the most recent acquisition by such person
or  persons)  ownership  of Common Stock of the Company possessing 35 percent or
more  of  the  total  voting  power  of the outstanding equity securities of the
Company;  or

     (b)     a  majority of members of the Board of Directors is replaced during
any  12-month period by members whose appointment or election is not endorsed by
a  majority of the members of the Company's Board of Directors prior to the date
of  the  appointment  or  election;  or

     (c)     any  one  person,  or  more  than  one person acting as a group (as
determined  in  Subsection  (e)  below),  acquires  (or  has acquired during the
12-month period ending on the date of the most recent acquisition by such person
or  persons)  assets  from the Company that have a total gross fair market value
equal  to or more than 40 percent of the total gross fair market value of all of
the assets of the Company immediately prior to such acquisition or acquisitions.
For  this  purpose, gross fair market value means the value of the assets of the
Company, or the value of the assets being disposed of, determined without regard
to  any  liabilities  associated  with  such  assets.

     8.03     Anything herein to the contrary notwithstanding, Section 8.01 will
not apply where Executive gives his explicit written waiver stating that for the
purposes  of  Section  8.01  a  Change  in  Control  shall not be deemed to have
occurred.  Executive's  participation  in  any  negotiations or other matters in
relation  to  a Change in Control shall in no way constitute such a waiver which
can  only  be  given  by an explicit written waiver as provided in the preceding
sentence.

Notwithstanding  the foregoing, no Change in Control shall be considered to have
occurred  for  purposes  of  this  Agreement by reason of any issuance of Common
Stock  or  other  equity  securities  of  the  Company in any public offering or
private  placement approved by the Board of Directors, by reason of the issuance
of  Common  Stock  upon  the  exercise of warrants or any convertible securities
which  were  approved by the Board of Directors, or by reason of a change in the
composition  of  the Board of Directors resulting from the appointment of one or
more  directors  pursuant  to  Board  representation rights granted to a venture
capital  fund  or  similar  investor.  Further,  no  Change  in Control shall be
considered to have occurred by reason of a transfer of Common Stock or assets of
the  Company  to  the  members  of  the  Company  or  to  another entity that is
controlled  by  the  members  of  the  Company  immediately  after the transfer.

     For purposes of this Section 8, persons will not be considered to be acting
as  a  group  solely  because  they  purchase  assets  or purchase or own equity
securities  of the same firm at the same time, or as a result of the same public
offering.  However,  persons  will be considered to be acting as a group if they
are  owners  of  a  corporation  or limited liability company that enters into a
merger, consolidation, purchase or acquisition of stock, purchase or acquisition
of  assets,  or  similar  business  transaction  with  the  Company.

     Section  9.     Termination  with Cause by the Company.  This Agreement may
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be  terminated  with Cause (as hereinafter defined) by the Company provided that
the  Company  shall (i) give Executive the Notice of Termination (as hereinafter
defined),  and  (ii)  pay Executive his base salary through the Termination Date
(as  hereinafter  defined)  at  the  rate  in  effect  at the time the Notice of
Termination  is  given,  plus any bonus or incentive compensation which has been
earned  or  has  become  payable  pursuant  to  the terms of any compensation or
benefit  plan  as  of  the  Termination  Date,  but which has not yet been paid.
Notwithstanding the foregoing, if Executive is terminated with Cause pursuant to
Section 11.02(ii) and, subsequently, charges are dropped, Executive is found not
guilty  or  otherwise  cleared of wrongdoing, before or after trial or following
appeal,  then  in  such  event,  the Company shall promptly thereupon recommence
payments  to  Executive  (or to his estate in the event of Executive's death) in
the amount of the compensation and other benefits described in Section 5 of this
Agreement for a period of twelve (12) months, increased by such amount as may be
necessary  to  make Executive whole for any incremental taxes due as a result of
such  continuance  of  payments.

     Section  10.     Termination  without  Cause by the Company; Termination by
                      ----------------------------------------------------------
Executive;  Non-Renewal.  This Agreement may be terminated by (i) the Company by
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reason  of  the death or Disability (as hereinafter defined) of Executive or for
no  reason  at  all.  If  this  Agreement  is  terminated  pursuant to either of
subsections  the Company shall continue to pay to Executive (or to his estate in
the  event  of  termination due to Executive's death) the compensation and other
benefits described in Section 5 of this Agreement for the greater of through the
last  day  of  the  then  current  term  of the Employment Period or twelve (12)
months,  plus  any  bonus or incentive compensation which has been earned or has
become  payable  pursuant to the terms of any compensation or benefit plan as of
such  date  but  which  has  not  yet  been  paid.

     Section  11.     Definitions.  In addition to the words and terms elsewhere
                      -----------
defined  in  this  Agreement,  certain  capitalized words and terms used in this
Agreement  shall  have  the  meanings  given  to  them  by  the  definitions and
descriptions  in  this Section 11 unless the context or use indicates another or
different  meaning or intent, and such definition shall be equally applicable to
both  the  singular  and  plural forms of any of the capitalized words and terms
herein  defined.  The  following  words  and  terms are defined terms under this
Agreement:

          11.01     "Disability"  shall mean a physical or mental illness which,
in  the  judgment  of the Company after consultation with the licensed physician
attending  Executive,  impairs  Executive's ability to substantially perform his
duties  under  this  Agreement  as an employee and as a result of which he shall
have  been  absent from his duties with the Company on a full-time basis for six
consecutive  months.

          11.02     A  termination with "Cause" shall mean a termination of this
Agreement  by  reason  of  (i)  Executive's  conviction  of  a felony or a crime
involving moral turpitude or any other crime involving dishonesty, disloyalty or
fraud  with respect to the Company; (ii) Executive's arrest or indictment of any
lesser  crime  or  offense  committed  in  connection  with  the  performance of
Executive's  duties  hereunder; or (iii) a good faith determination by the Board
that  Executive  (a)  failed or refused to substantially perform his duties with
the  Company (other than a failure resulting from his incapacity due to physical
or  mental  illness) after a written demand for substantial performance has been
delivered  to  him by the Board, which demand specifically identifies the manner
in  which  the  Board believes he has not substantially performed his duties and
provides  a  ten (10) day cure period, and Executive continues to refuse or fail
to  substantially  perform  as directed by the Board through the duration of the
cure  period;  or  (b)  Executive's  breach of any of the covenants set forth in
Sections  15,  16  or 18 hereof.  No act, or failure to act, on Executive's part
shall be grounds for termination with Cause unless he has acted or failed to act
with  an absence of good faith or without a reasonable belief that his action or
failure  to  act  was  in  or  at least not opposed to the best interests of the
Company.  Notwithstanding  the  foregoing, Executive shall not be deemed to have
been  terminated with Cause unless there shall have been delivered to him a copy
of a resolution duly adopted by the affirmative vote of not less than a majority
of  the  entire membership of the Board (exclusive of Executive) at a meeting of
the  Board  called  and  held  for  the  purpose of terminating Executive (after
reasonable  notice  to  Executive  and  opportunity  for  him, together with his
counsel,  to  be heard before the Board), finding that in the good faith opinion
of  the  Board,  Executive failed to perform his duties or engaged in conduct in
the  manner or of the type set forth above in the first sentence of this Section
11.02  and  specifying  the  particulars  thereof  in  detail.

          11.04     Notice  of Termination. "Notice of Termination" shall mean a
                    ----------------------
written  notice  which shall indicate the specific termination provision in this
Agreement  relied  upon  and  shall set forth in reasonable detail the facts and
circumstances  claimed  to  provide  a  basis  for  termination  of  Executive's
employment  under  the  provision  so  indicated;  provided,  however,  no  such
purported  termination  shall  be  effective without such Notice of Termination;
provided  further,  however,  any  purported  termination  by  the Company or by
Executive  shall  be  communicated by a Notice of Termination to the other party
hereto  in  accordance  with  Section  4  of  this  Agreement.

          11.05     Termination  Date.  "Termination  Date"  shall mean the date
                    -----------------
specified  in  the  Notice  of  Termination (which, in the case of a termination
pursuant  to  Section 9 of this Agreement shall not be less than 60 days, and in
the  case of a termination pursuant to Section 10 of this Agreement shall not be
more than 60 days, from the date such Notice of Termination is given); provided,
however,  that  if  within  30 days after any Notice of Termination is given the
party  receiving  such  Notice  of  Termination  notifies the other party that a
dispute  exists  concerning  the  termination, the Termination Date shall be the
date  finally determined by either mutual written agreement of the parties or by
the  final  judgment,  order or decree of a court of competent jurisdiction (the
time  for  appeal  therefrom  having  expired  and no appeal having been taken).

     Section 12.     Fees and Expenses. The Company shall pay all legal fees and
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related expenses (including the costs of experts, evidence and counsel) incurred
by Executive as a result of a contest or dispute over Executive's termination of
employment  if  such  contest  or  dispute  is  resolved  in  Executive's favor.

     Section  13.     Notices.  For  the purposes of this Agreement, notices and
                      -------
all  other  communications provided for in the Agreement shall be in writing and
shall  be  deemed  to  have been duly given when personally delivered or sent by
certified  mail,  return  receipt  requested,  postage  prepaid, or by expedited
(overnight)  courier  with  established national reputation, shipping prepaid or
billed  to  sender,  in  either  case addressed to the respective addresses last
given by each party to the other (provided that all notices to the Company shall
be  directed  to  the attention of the Board with a copy to the Secretary of the
Company)  or  to  such  other  address as either party may have furnished to the
other  in writing in accordance herewith. All notices and communication shall be
deemed  to  have  been  received  on  the date of delivery thereof, on the third
business  day  after  the  mailing  thereof,  or on the second day after deposit
thereof  with  an  expedited  courier  service,  except that notice of change of
address  shall  be  effective  only  upon  receipt.

     Section  14.     Life  Insurance.  The  Company  may, at any time after the
                      ---------------
execution  of  this  Agreement,  apply  for and procure as owner and for its own
benefit,  life insurance on Executive, in such amounts and in such form or forms
as  the  Company  may determine. Executive shall, at the request of the Company,
submit  to  such medical examinations, supply such information, and execute such
documents  as  may be required by the insurance company or companies to whom the
Company  has applied for such insurance. Executive hereby represents that to his
knowledge  he is in excellent physical and mental condition and is not under the
influence  of  alcohol,  drugs  or  similar  substance.

     Section  15.     Proprietary  Information  and  Inventions.  Executive
                      -----------------------------------------
understands  and  acknowledges  that:

          15.01     Trust.  Executive's  employment  creates  a  relationship of
                    -----
confidence  and  trust between Executive and the Company with respect to certain
information  applicable  to  the  business  of  the Company and its subsidiaries
(collectively,  the  "Group")  or  applicable  to  the business of any vendor or
customer  of any of the Group, which may be made known to Executive by the Group
or  by any vendor or customer of any of the Group or learned by Executive during
the  Employment  Period.

          15.02     Proprietary  Information.  The  Group  possesses  and  will
                    ------------------------
continue  to possess information that has been created, discovered, or developed
by,  or  otherwise  become  known  to, the Group (including, without limitation,
information  created, discovered, developed or made known to by Executive during
the  period  of  or  arising  out  of  my employment by the Company) or in which
property rights have been or may be assigned or otherwise conveyed to the Group,
which  information  has  commercial  value in the business in which the Group is
engaged  and is treated by the Group as confidential. Except as otherwise herein
provided,  all such information is hereinafter called "Proprietary Information,"
which  term,  as  used  herein, shall also include, but shall not be limited to,
data,  functional  specifications,  computer  programs,  know-how,  research,
technology,  improvements,  developments,  designs, marketing plans, strategies,
forecasts, new products, unpublished financial statements, budgets, projections,
licenses,  franchises,  prices,  costs,  and  customer,  supplier  and potential
acquisition  candidates  lists.  Notwithstanding  anything  contained  in  this
Agreement  to the contrary, the term "Proprietary Information" shall not include
(i)  information  which  is  in  the  public  domain,  (ii) information which is
published  or  otherwise  becomes  part of the public domain through no fault of
Executive,  (iii) information which Executive can demonstrate was in Executive's
possession  at the time of disclosure and was not acquired by Executive directly
or  indirectly  from  any of the Group on a confidential basis, (iv) information
which  becomes  available to Executive on a non-confidential basis from a source
other  than  any  of  the  Group  and  which  source, to the best of Executive's
knowledge,  did  not  acquire  the  information  on a confidential basis, or (v)
information  required  to  be  disclosed  by  any  federal or state law, rule or
regulation  or  by  any  applicable  judgment,  order  or decree or any court or
governmental  body  or  agency  having  jurisdiction  in  the  premises.

All  Proprietary  Information  shall be the sole property of the Group and their
respective  assigns.  Executive  assigns to the Company any rights Executive may
have  or  acquire  in  such  Proprietary Information.  At all times, both during
Executive's employment by the Company and after its termination, Executive shall
keep  in  strictest  confidence  and  trust  all  Proprietary  Information,  and
Executive  shall  not  use  or  disclose any Proprietary Information without the
written  consent of the Group, except as may be necessary in the ordinary course
of  performing  Executive's  duties  as  an  Executive  of  the  Company.

     Section 16.     Surrender of Documents; No Disparagement.  Executive shall,
                     ----------------------------------------
at  the request of the Company, promptly surrender to the Company or its nominee
any  Proprietary  Information  or  document, memorandum, record, letter or other
paper in his possession or under his control relating to the operation, business
or  affairs  of the Group.  The Company and Executive further agree that neither
during  the  Employment Period or at any time thereafter, neither the Company or
Executive  will  in  any  way  disparage  the  other.

     Section  17.     Other  Agreements.  Executive represents and warrants that
                      -----------------
Executive's  performance  of all the terms of this Agreement and as an Executive
of  the  Company  does  not,  and  will  not,  breach  any  agreement to keep in
confidence  proprietary  information  acquired  by Executive in confidence or in
trust prior to Executive's employment by the Company.  Executive has not entered
into,  and shall not enter into, any agreement, either written or oral, which is
in conflict with this Agreement or which would be violated by Executive entering
into,  or  carrying  out  his  obligations  under,  this  Agreement.

     Section  18.     Restrictive  Covenant.  Executive  acknowledges  and
                      ---------------------
recognizes  Executive's  possession  of  Proprietary  Information and the highly
competitive nature of the business of the Group and, accordingly, agrees that in
consideration  of  the  premises contained herein Executive will not, during the
period of Executive's employment by the Company and for the period ending on the
second  anniversary  of  the  Termination  Date,  anywhere in the United States,
directly  or  indirectly  (i)  engage  in  any  competitive Business Activities,
whether  such  engagement  shall  be  as  an employer, officer, director, owner,
employee,  consultant,  stockholder,  partner  or  other  participant  in  any
competitive  Business  Activities;  (ii)  assist  others  in  engaging  in  any
competitive  Business Activities in the manner described in the foregoing clause
(i); (iii) solicit, induce or influence any employee of the Company to terminate
his  or  her  employment  with the Company or engage in any competitive Business
Activities on behalf of a person other than the Company; or (iv) solicit, induce
or  influence  any  consultant,  customer or vendor of the Company to terminate,
discontinue,  reduce  or limit its business with the Company; provided, however,
that  the ownership of no more than two percent of the outstanding capital stock
of a corporation whose shares are traded on a national securities exchange or on
the  over-the-counter  market  shall  not  be deemed engaging in any competitive
Business  Activities.  For purposes of this Section 18, a person shall be deemed
to  be  an  "employee,"  "consultant," "customer" or "vendor" of the Company, if
such  person  had  an  employment,  consulting  or  business  relationship,  as
applicable,  with  the  Company  during the Initial Term or any Extended Term of
this  Agreement.

     Section  19.     Remedies.  Executive  acknowledges  and  agrees  that  the
                      --------
Company's  remedy  at  law for a breach or a threatened breach of the provisions
herein  would  be inadequate, and in recognition of this fact, in the event of a
breach  or threatened breach by Executive of any of Sections 15, 16, 17 or 18 of
this  Agreement,  it  is  agreed that the Company shall be entitled to equitable
relief  in  the  form  of specific performance, a temporary restraining order, a
temporary  or  permanent injunction or any other equitable remedy which may then
be  available,  without  posting bond or other security.  Executive acknowledges
that  the  granting  of a temporary injunction, a temporary restraining order or
other  permanent  injunction  merely  prohibiting Executive from engaging in any
Business  Activities  would  not be an adequate remedy upon breach or threatened
breach  of  this  Agreement,  and  consequently  agrees  upon any such breach or
threatened  breach  to  the  granting of injunctive relief prohibiting Executive
from  engaging in any activities prohibited by this Agreement.  No remedy herein
conferred  is  intended  to be exclusive of any other remedy, and each and every
such  remedy  shall  be  cumulative and shall be in addition to any other remedy
given hereunder now or hereinafter existing at law or in equity or by statute or
otherwise.

     Section  20.     Successive  Employment  Notice.  Within five business days
                      ------------------------------
after  the  Termination  Date,  Executive shall provide notice to the Company of
Executive's  next  intended  employment.  If  such  employment  is  not known by
Executive  at  such  date,  Executive  shall notify the Company immediately upon
determination  of  such  information.  Executive  shall  continue to provide the
Company with notice of Executive's place and nature of employment and any change
in  place  or  nature of employment during the period ending two years after the
Termination  Date.  Failure  of  Executive  to  provide  the  Company  with such
information  in an accurate and timely fashion shall be deemed to be a breach of
this  Agreement  and  shall  entitle the Company to all remedies provided for in
this  Agreement  as  a  result  of  such  breach.

     Section 21.     Successors.  This Agreement shall be binding on the Company
                     ----------
and  any  successor  to  any  of its businesses or assets.  Without limiting the
effect  of the prior sentence, the Company shall use its best efforts to require
any  successor  or  assign  (whether  direct  or  indirect, by purchase, merger,
consolidation  or  otherwise) to all or substantially all of the business and/or
assets of the Company to expressly assume and agree to perform this Agreement in
the  same  manner  and  to the same extent that the Company would be required to
perform  it if no such succession or assignment had taken place. As used in this
Agreement,  "Company"  shall  mean  the  Company as hereinbefore defined and any
successor or assign to its business and/or assets as aforesaid which assumes and
agrees  to  perform  this  Agreement  or which is otherwise obligated under this
Agreement  by  the  first  sentence  of  this Section 21, by operation of law or
otherwise.

     Section  22.     Binding Effect.  This Agreement shall inure to the benefit
                      --------------
of  and  be  enforceable  by  Executive's  personal  and  legal representatives,
executors,  administrators,  successors,  heirs,  distributees,  devisees  and
legatees.  If  Executive  should die while any amounts would still be payable to
him  hereunder  if  he had continued to live, all such amounts, unless otherwise
provided herein, shall be paid in accordance with the terms of this Agreement to
Executive's  estate.

     Section  23.     Modification  and  Waiver.  No provision of this Agreement
                      -------------------------
may  be  modified,  waived  or  discharged  unless  such waiver, modification or
discharge  is  agreed  to in writing and signed by Executive and such officer as
may  be  specifically designated by the Board.  No waiver by either party hereto
at  any time of any breach by the other party hereto of, or compliance with, any
condition  or  provision  of  this Agreement to be performed by such other party
shall  be  deemed  a waiver of similar or dissimilar provisions or conditions at
the  same  or  at  any  prior  or  subsequent  time.

     Section  24.     Headings.  Headings  used  in  this  Agreement  are  for
                      --------
convenience  only and shall not be used to interpret or construe its provisions.

     Section  25.     Amendments.  No  amendments or variations of the terms and
                      ----------
conditions  of  this  Agreement shall be valid unless the same is in writing and
signed  by  each  of  the  parties  hereto.

     Section  26.     Severability.  The  invalidity  or unenforceability of any
                      ------------
provision  of  this Agreement, whether in whole or in part, shall not in any way
affect  the  validity or enforceability of any other provision herein contained.
Any  invalid  or unenforceable provision shall be deemed severable to the extent
of  any  such  invalidity  or  unenforceability.  It is expressly understood and
agreed that, while the Company and Executive consider the restrictions contained
in  this  Agreement reasonable for the purpose of preserving for the Company the
goodwill, other proprietary rights and intangible business value of the Company,
if  a  final  judicial determination is made by a court having jurisdiction that
the time or territory or any other restriction contained in this Agreement is an
unreasonable  or  otherwise  unenforceable  restriction  against  Executive, the
provisions of such clause shall not be rendered void but shall be deemed amended
to apply as to maximum time and territory and to such other extent as such court
may  judicially  determine  or  indicate  to  be  reasonable.

     Section  27.     Governing  Law;  Venue.  This Agreement shall be construed
                      ----------------------
and  enforced pursuant to the laws of the State of Florida, excluding its choice
of law provisions.  Both parties submit to the jurisdiction of the United States
District  Court,  District of Florida at Tampa, and the Circuit Court in and for
Hillsborough  County,  Florida,  as  the  exclusive  proper  forum  in  which to
adjudicate  any  case  or  controversy  arising hereunder.  The prevailing party
shall  be  entitled  to  an  award of its reasonable attorneys' fees incurred in
connection  with  any  such  judicial  proceedings.

     Section  28.     Counterparts.  This Agreement may be executed in more than
                      ------------
one  counterpart  and  each  counterpart  shall  be  considered  an  original.

     Section  29.     Exhibits.  The  Exhibits  attached hereto are incorporated
                      --------
herein  by  reference  and  are  an  integral  part  of  this  Agreement.

          IN  WITNESS  WHEREOF,  this  Agreement  has  been duly executed by the
Company  and  Executive in four counterparts as of the date first above written.

                              STEM  CELL  THERAPY  INTERNATIONAL,
     INC.

                              By:     /s/  Lixian  Jiang
                                      ------------------
                                   Lixian  (John)  Jiang
                                   Chief  Operations  Officer

                              EXECUTIVE

                                   /s/  Calvin  Cao
                                   ----------------




<PAGE>

                                      - 2 -


                          EXHIBIT 5.04 -Other Benefits
                          ----------------------------


     1.     Vacation  and  Holidays.  Executive  shall be entitled to a vacation
            -----------------------
allowance  as  mutually  agreed  between  Executive  and the Board of Directors;
provided,  however,  Executive  shall  be  entitled to vacation of at least four
weeks  annually,  with  the timing of such vacation to be selected by Executive,
provided  that  such timing does not unreasonably interfere with the performance
of  Executive's  duties  under  the  Agreement.  The vacation allowance does not
include  holidays  observed  by  the  Company.