BUSINESS ADVISORY AGREEMENT
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     This  Agreement  is  made and entered into as of this __  day of September,
2007,  between  Stem Cell Therapy International, Inc., a Nevada corporation with
its principal offices in Tampa, Florida (the "Company") and Newbridge Securities
Corporation,  a  Virginia  corporation  with  its  principal  offices  in  Ft.
Lauderdale,  Florida  (the  "Advisor").

     WHEREAS,  the  Company is seeking certain services and advice regarding the
Company's  business  and  financing  activities;  and

     WHEREAS,  the  Advisor is willing to furnish certain business and financial
related  advice  and  services  to  the  Company  on  the  terms  and conditions
hereinafter  set  forth.

     NOW,  THEREFORE,  in  consideration  of  the  mutual  terms  and  covenants
contained  herein, and for other good and valuable consideration, the receipt of
which  is  hereby  acknowledged,  the  parties  agree  as  follows:

1.     Purpose.  The Company hereby engages the Advisor on a non-exclusive basis
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     for  the  term specified in this agreement to render financial and business
advisory  consulting  advice  to  the Company as a financial advisor relating to
financial  and  similar  matters upon the terms and conditions set forth herein.

2.     Representations  of  the Advisor.  The Advisor represents and warrants to
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the  Company  that (i) it is a member in good standing of the Financial Industry
Regulatory  Authority  ("FINRA")  and  that  it  is  engaged  in  the securities
brokerage  business; (ii)  in addition to its securities brokerage business, the
Advisor  provides  consulting  advisory  services; and (iii) it is free to enter
into  this  Agreement and the services to be provided pursuant to this Agreement
are  not in conflict with any other contractual or other obligation to which the
Advisor  is  bound.   The  Company  acknowledges  that  the  Advisor  is  in the
securities  business  and may provide financial and business consulting services
and  advice  of  the  type  contemplated  by  this Agreement to others, and that
nothing  contained herein shall be construed to limit or restrict the Advisor in
providing  such  services  or  advice  to  others.

3.     Duties  of  the  Advisor.  During the term of this Agreement, the Advisor
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will  provide  the  Company  with  consulting  advice  as specified below at the
request  of  the  Company,  provided  that  the Advisor shall not be required to
undertake  duties  not  reasonably  within  the scope of the consulting advisory
service  in which the Advisor is engaged generally.  In the performance of these
duties,  the  Advisor  shall  provide  the Company with the benefits of its best
judgment  and  efforts, and the Advisor cannot and does not guarantee or promise
that its efforts will have any impact on the business of the Company or that any
     subsequent  improvement will result from the efforts of the Advisor.  It is
understood  and  acknowledged  by  the  parties  that the value of the Advisor's
advice is not measurable in any quantitative manner, and that the amount of time
spent  rendering  such  consulting  advice  shall be determined according to the
Advisor's  discretion.   The  Advisor's  duties  may  include,  but  will  not
necessarily  be  limited  to,  rendering  the following services to the Company:

<PAGE>

(a)     Study  and  review  the  business,  operations,  historical  financial
performance  of  the  Company (based upon information provided to the Advisor by
management)  so  as  to  enable  the  Advisor  to provide advice to the Company;

(b)     Assist the Company in attempting to formulate the optimum strategy to
meet the Company's working capital and capital resource needs during the term of
this Agreement;

(c)     Assist the Company in seeking to identify and evaluate potential merger
and acquisition candidates for the Company and, in appropriate instances,
negotiate on the Company's behalf;

(d)     Assist in the introduction of the Company to institutional or other
capital financing sources;

(e)     Assist in the formulation of the terms and structure of any reasonable
proposed equity or debt financing or business transaction involving the Company;

(f)     Assist  in any presentation to the Board of Directors of the Company, as
requested,  in  connection  with  a  proposed  transaction;  and

(g)     Advise  the  Company  as  to  the  expected  reaction  of  the financial
community  to  any  transaction  and  assist  in  determining  optimum  means of
communicating  the pertinent aspects, such as strategic considerations, benefits
to  the  Company  and  financial  impact,  to  the  financial  community.

4.     Term.   Subject  to  the termination provisions set forth in paragraph 15
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hereof, the term of this Agreement shall be for one (1) year commencing from the
date  of this Agreement ("Commencement Date"); provided, however, that this
Agreement  may  be  renewed or extended upon such terms and conditions as may be
mutually  agreed  upon  by  the parties hereto.  This Agreement shall terminate,
however, in the event that the Advisor is no longer a member in good standing of
FINRA.

5.      Advisory  Fee.  As  compensation  for  the  services  to  be rendered by
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Advisor  hereunder,  Company  will pay to Advisor an advisory fee for as long as
the  Advisory  Agreement  is in effect, as follows: (a) a cash fee of $5,000 per
month  during  the  term  of this agreement and (b) the Company will sell to the
Advisor  up  to 500,000 shares of the Company's common stock at a purchase price
of  $.001  per  share (the "Shares") in four tranches, with the first tranche of
125,000  available  upon  the  Commencement  Date, the second tranche of 125,000
shares  available  upon the ninety day anniversary of the Commencement Date, the
third  tranche of 125,000 shares available upon the six month anniversary of the
Commencement  Date  and  the fourth tranche of 125,000 shares available upon the
nine  month  anniversary of the Commencement Date.  Newbridge will have standard
demand  and  piggyback  registration  rights  with  respect  to  the  Shares.

6.     Financing  Fee.   In  the  event  the  Advisor  effects,  underwrites  or
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introduces  a  financing  by  offering  or  selling any of the securities of the
Company,  in  a  private  or  public debt and/or equity transaction, pursuant to
which  the  Company  obtains financing or other consideration, the Advisor shall
receive  a Financing Fee in addition to the Advisory Fee and any other fee to be
received pursuant to this Agreement, which shall be mutually determined  between
     the  Company  and  the  Advisor  at  the  time  of  any  such  Financing.

<PAGE>

7.     Transaction Finder's Fee.   In connection with any transaction
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consummated by the Company in which the Advisor introduced the other party
(except for any party identified by the Company on a schedule to be provided
contemporaneously with the execution of this Agreement) to the Company, during a
period ending six (6) months from the termination of this agreement  (in each
such case, a "Transaction") the Company will pay to the Advisor a Transaction
Fee ("Transaction Fee") based on the aggregate consideration received or to be
paid by the Company in connection with such Transaction (as further defined
below), and computed as follows: 5% of the first million dollars; 4% of the next
million dollars; 3% of the next million dollars; 2% of the next million dollars
and 1% of the balance of the value of the transaction.  The Transaction Fee will
be payable in the same forms and proportions as the aggregate consideration
disbursed or received by the Company, unless otherwise mutually agreed to in
writing by the parties.  By way of example, if the Company consummates a
transaction in which the Company receives aggregate consideration of $2 million,
consisting of $1 million in securities and $1 million in cash, then the
Transaction Fee will be payable by the Company one-half in securities and
one-half in cash.

(a)     As used herein, the term "aggregate consideration" shall be deemed to be
the  total  amount  disbursed  or  received  by the Company (which shall be
deemed  to  include  amounts paid into escrow) in connection with a Transaction.

(b)       A Transaction Fee is payable in the event of and upon the closing of a
Transaction;  provided,  however,  that  if  the  aggregate  consideration
consists  of  or  may  be  increased  by  future payments or contingent payments
related  to future earnings or operations, the Company, in its discretion, shall
have the choice to either (i) pay that portion of the Transaction Fee at closing
based  on  the present value of any future and/or contingent payments calculated
as  at  closing  or  (ii) pay that portion of the Transaction Fee calculated and
paid when and as such future and/or contingent payments are made to the Company;
provided  further,  however,  that  even if the Company exercises its discretion
under  clause  (ii) above, the entire Transaction Fee due to the Advisor will be
paid  within  twenty-four  (24) months of the date this Agreement is terminated,
regardless  of whether the Company has then received all payments that are to be
made  to  the  Company  in  connection  with  the  Transaction.

8.     Representations and Warranties of the Company.     The Company represents
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and  warrants  to  the  Advisor  as  follows:

               (a)     The  Company  has  been  duly incorporated and is validly
existing  as  a  corporation in good standing under the laws of the state of its
incorporation, with full corporate power and authority to own its properties and
conduct  its  business  and  is  duly  qualified  to  do  business  as a foreign
corporation  in  good standing in all other jurisdictions in which the nature of
its  business  or  the  character  or  location  of its properties requires such
qualification,  except where the failure to so qualify would not have a material
adverse  effect on the business, properties or operations of the Company and its
subsidiaries  as  a  whole.

(b)     The Company has full legal right, power and authority to enter into this
     Agreement,  and  to  consummate  the  transactions provided for herein, and
this  Agreement,  when  executed  by  the  Company,  will constitute a valid and
binding  agreement,  enforceable  in  accordance  with  its terms (except as the
enforceability  thereof  may  be  limited  by  bankruptcy  or other similar laws
affecting  the  rights of creditors generally or by general equitable principles
and  except  as  the enforcement of indemnification provisions may be limited by
federal  or  state  securities  laws).

<PAGE>

(c)      Except as disclosed in the Company's public filings or on the
Disclosure Schedule attached hereto as Exhibit A ("Disclosure Schedule"), the
Company is not in violation of its articles of incorporation or bylaws or in
default in the performance or observance of any material obligation, agreement,
covenant or condition contained in any material bond, debenture, note or other
evidence of indebtedness or in any material contract, indenture, mortgage, loan
agreement, lease, joint venture, partnership or other agreement or instrument to
which the Company is a party or by which it may be bound or is not in material
violation of any law, order, rule, regulation, writ, injunction or decree of any
governmental instrumentality or court, domestic or foreign; and the execution
and delivery of this Agreement and the consummation of the transactions
contemplated therein and will not conflict with, or result in a material breach
of any of the terms, conditions or provisions of, or constitute a material
default under, or result in the imposition of any material lien, charge or
encumbrance upon any of the property or assets of the Company pursuant to, any
material bond, debenture, note or other evidence of indebtedness or any material
contract, indenture, mortgage, loan agreement, lease, joint venture, partnership
or other agreement or instrument to which the Company is a party nor will such
action result in the material violation by the Company of any of the provisions
of its articles of incorporation or bylaws or any law, order, rule, regulation,
writ, injunction, decree of any government, governmental instrumentality or
court, domestic or foreign, except where such violation will not have a material
adverse effect on the financial condition of the Company.

(d)     The authorized, issued and outstanding capital stock of the Company is
as disclosed in writing to the Advisor and all of the shares of issued and
outstanding capital stock of the Company set forth therein have been duly
authorized, validly issued and are fully paid and nonassessable; the holders
thereof do not have any rights of rescission with respect therefor and are not
subject to personal liability for any obligations of the Company by reason of
being stockholders under the laws of the State in which the Company is
incorporated; and  none of such outstanding capital stock is subject to or was
issued in violation of any preemptive or similar rights of any stockholder of
the Company.

(e)     Except as disclosed in the Company's public filings or on the Disclosure
Schedule,  the  Company  is  not  a  party  to  or bound by any instrument,
agreement  or  other  arrangement  providing  for it to issue any capital stock,
rights,  warrants, options or other securities, except for this Agreement and as
disclosed in writing to the Advisor.  Upon the issuance and delivery pursuant to
the terms hereof of any securities to the Advisor, the Advisor will acquire good
and  marketable  title  to  such  securities free and clear of any lien, charge,
claim,  encumbrance,  pledge,  security interest, defect or other restriction of
any  kind  whatsoever  other  than  restrictions  as  may  be  imposed under the
securities  laws.

(f)     Except as disclosed in the Company's public filings or on the Disclosure
     Schedule,  the  Company  has  good  and  marketable  title  to  all  of its
properties  and  assets  as  owned  by it, free and clear of all liens, charges,
encumbrances  or  restrictions, except as disclosed in writing to the Advisor or
which are not materially significant or important in relation to its business or
which  have  been  incurred  in  the  ordinary  course  of  business.


<PAGE>

(g)     The financial information contained in the Company's 10-K for its fiscal
year  2006,  and  its  10-Q's  dated as of March 31, 2007 and June 30, 2007
fairly  present  the financial position and results of operations of the Company
at  the  respective  dates  and  for the respective periods to which they apply.
Said  information  has  been  prepared  in  accordance  with  generally accepted
accounting  principles  applied  on  a basis which is consistent in all material
respects  during the periods involved, except in the case of unaudited financial
statements'  normal  recurring  adjustments

(h)     There  has  been  no  material  adverse  change  or material development
involving a prospective adverse change in the condition, financial or otherwise,
     or  in  the prospects, value, operation, properties, business or results of
operations  of  the  Company  whether  or  not arising in the ordinary course of
business.

(i)     To  the  knowledge  of the Company, except as disclosed in the Company's
public filings or on the Disclosure Schedule, there is no pending or threatened,
action, suit or proceeding to which the Company is a party before or by any
court or governmental agency or body, which might result in any material adverse
change in the financial condition or business of the Company as a whole or might
materially  and  adversely  affect  the properties or assets of the Company as a
whole  nor  are  there  any  actions,  suits  or proceedings against the Company
related  to  environmental  matters or related to discrimination on the basis of
age,  sex,  religion or race which might be expected to materially and adversely
affect the conduct of the business, property, operations, financial condition or
earnings of the Company as a whole; and no labor disturbance by the employees of
the  Company exists or is, to the knowledge of the Company, imminent which might
be  expected  to  materially  and  adversely affect the conduct of the business,
property, operations, financial condition or earnings of the Company as a whole.

(j)     Except as disclosed in the Company's public filings or on the Disclosure
Schedule,  the  Company  has  properly  prepared  and  filed  all necessary
federal, state, local and foreign income and franchise tax returns, has paid all
taxes  shown  as  due  thereon, has established adequate reserves for such taxes
which  are  not  yet  due  and  payable, and does not have any tax deficiency or
claims  outstanding,  proposed  or  assessed  against  it.

(k)     The  Company  has  sufficient  licenses,  permits, right to use trade or
service  marks  and other governmental authorizations currently required for the
conduct  of  its  business  as  now  being  conducted  and the Company is in all
material  respects  complying  therewith.   To  its  knowledge,  none  of  the
activities  or  businesses of the Company are in material violation of, or cause
the  Company  to  materially violate any law, rule, regulations, or order of the
United  States,  any  state, county or locality, or of any agency or body of the
United  States  or  of  any  state,  county  or  locality.

(l)     The  Company  knows  of no outstanding claims for services either in the
nature  of  a  finder's  fee,  brokerage  fee  or otherwise with respect to this
Agreement  for  which  the  Company  or  the  Advisor  may  be  responsible.

(m)     The  Company has its property adequately insured against loss or damage.

(n)     To  the  best  of  the  Company's  knowledge  it has generally enjoyed a
satisfactory  employer-employee relationship with its employees and, to the best
of its knowledge, is in substantial compliance in all material respects with all
federal,  state,  local,  and  foreign  laws  and  regulations  respecting
employment  and  employment  practices,  terms  and conditions of employment and
wages  and  hours.

<PAGE>

(o)     Except as disclosed in the Company's public filings or on the Disclosure
Schedule, no officer or director of the Company, holder of 5% or more of
securities of the Company or any affiliate of any of the foregoing persons or
entities has or has had, either directly or indirectly, (i) an interest in any
person or entity which (A) furnishes or sells services or products which are
furnished or sold or are proposed to be furnished or sold by the Company, or (B)
purchases from or sells or furnishes to the Company any goods or services, or
(ii) a beneficiary interest in any contract or agreement to which the Company is
a party or by which it may be bound or affected.

(p)     The minute books of the Company have been made available to the Advisor
and contain a complete summary of all meetings and actions of the directors and
stockholders of the Company, since the time of its incorporation and reflect all
transactions referred to in such minutes accurately in all respects.

(q)     Except as disclosed in the Company's public filings or on the Disclosure
Schedule,  no  holders  of any securities of the Company or of any options,
warrants or other convertible or exchangeable securities of the Company have the
right  to  include  any  securities  issued  by  the Company in any registration
statement  to  be  filed  by  the  Company  or  to require the Company to file a
registration  statement  under  the  Act  and  no  person  or  entity  holds any
anti-dilution  rights  with  respect  to  any  securities  of  the  Company.

     9.     Covenants  of  the  Company.  The  Company covenants and agrees with
            ---------------------------
Advisor  that:

(a)     During  the  Term  of  this  Agreement,  the Company will deliver to the
Advisor:
               (1)  as  soon  as  they  are  available,  copies  of  all reports
(financial  or  other)  mailed  to  shareholders;

               (2)  as  soon  as  they are available, copies of all reports
and financial statements furnished to or filed with the Commission, FINRA or any
securities  exchange;

                (3)     every  press release and every material news item or
article  of interest to the financial community in respect of the Company or its
affairs  which  was  prepared  and  released by or on behalf of the Company; and

          (4)  any  additional  information  of  a  public nature concerning the
Company  (and  any future subsidiaries) or its businesses which the Advisor
may  reasonably  request.

(b)     During  the  Term  of  this  Agreement,  the  Company  will provide to a
designated  representative  of  Advisor's  investment banking team,  a quarterly
current client list and shareholder list,  which will be treated at all times as
     "Confidential  Information"  as  defined  in  that  certain Confidentiality
Agreement  between  the  Company  and  the  Advisor.


<PAGE>

     (c)  During  the Term of this Agreement, the Company will allow the Advisor
to  nominate an observer to the Board of Directors of the Company. The choice of
such  person  shall  be  subject  to the approval of the Company, which approval
shall  not unreasonably be withheld. All out-of-pocket expenses incurred by that
person  shall  be  reimbursed  by  the Company who will not receive compensation
different  from  the  other  non-officer  directors; provided, however, that any
single  expense  item  in  excess  of $100 shall be pre-approved by the Company.

     10.     Costs and Expenses.  In addition to the fees payable hereunder, the
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Company  shall  reimburse  the  Advisor,  within  five  (5) business days of its
request,  for  any  and  all  reasonable  out-of-pocket  expenses  incurred  in
connection  with  the  services  performed  by the Advisor under this Agreement;
provided,  however,  that  any  single expense item in excess of $100 or monthly
expense  in  excess  of  $250  shall  be  pre-approved  by  the  Company.

11.     Company  Information.   The  Company  recognizes  and  confirms that, in
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advising  the  Company  and  in fulfilling its engagement hereunder, the Advisor
will  use  and  rely  on  data,  material and other information furnished to the
Advisor  by  the  Company (the "Company Information").  The Company acknowledges
and  agrees  that  in performing its services under this engagement, the Advisor
may  rely  upon  the  Company  Information  without  independently verifying the
accuracy,  completeness  or  veracity  of same.  The parties further acknowledge
that the Advisor shall have no responsibility for the accuracy of any statements
     to  be  made  by  Company  management  contained in press releases or other
communications,  including,  but not limited to, filings with the SEC and FINRA.
In  addition,  in  the performance of its services, the Advisor may look to such
others  for  factual  information, economic advice and/or research upon which to
base its advice to the Company hereunder as the Advisor shall in good faith deem
appropriate.

12.     Indemnification.   In the performance of its services, the Advisor shall
        ---------------
     be  obligated  to  act  only  in good faith, and shall not be liable to the
Company  for  errors  in judgment that are not the result of gross negligence or
willful  misconduct.

(a)     The  Company  agrees  to  indemnify  and hold harmless the Advisor, each
person  who  controls the Advisor within the meaning of Section 15 of the Act or
Section 20 of the Securities Exchange Act of 1934, as amended, and the Advisor's
officers,  directors,  employees,  accountants,  attorneys  and agents (the
"Advisor's  Indemnitees")  against any and all losses, claims, expenses, damages
or  liabilities,  joint  or  several,  to  which  they or any of them may become
subject  (including the costs of any investigation and all reasonable attorneys'
fees and costs) or incurred by them, to the fullest extent lawful, in connection
with any pending or threatened litigation, legal claim or proceeding, whether or
not  resulting  in  any  liability,  arising  out  of  or in connection with the
services  rendered  by  the  Advisor or any transactions in connection with this
Agreement;  provided,  however,  that  the indemnity agreement contained in this
Section  12(a)  shall  not  apply  to any such losses, claims, related expenses,
damages  or  liabilities arising out of  gross negligence, willful misconduct or
fraud  of the Advisor, or a material breach of the Advisor's representations and
warranties  hereunder.

(b)     The  Advisor  agrees  to indemnify and hold harmless the Company and its
officers,  directors,  employees,  accountants,  attorneys  and  agents  (the
"Company's  Indemnitees")  against any and all losses, claims, expenses, damages
or  liabilities,  joint  or  several,  to  which  they or any of them may become
subject  (including the costs of any investigation and all reasonable attorneys'
fees and costs) or incurred by them, to the fullest extent lawful, in connection

<PAGE>

with  any  pending  or  threatened  litigation,  legal claim or proceeding,
whether  or  not  resulting  in any liability, arising out of  gross negligence,
willful  misconduct  or  fraud  of  the  Advisor;  provided,  however,  that the
indemnity  agreement contained in this Section 12(b) shall not apply to any such
losses,  claims,  related  expenses,  damages or liabilities arising out of  the
gross  negligence,  willful  misconduct  or  fraud of the Company, or a material
breach  of  the  Company's  representations  and  warranties  hereunder.

(c)     Each  Advisor's  Indemnitee  or Company's Indemnitee, as the case may be
(an  "Indemnified  Person"),  shall give prompt written notice to the Company or
the  Advisor,  as  appropriate  (the "Indemnifying Party"), after the receipt by
such Indemnified Person of any written notice of the commencement of any action,
suit  or  proceeding  for  which  such  Indemnified  Person  will  claim
indemnification  or  contribution  pursuant to this Agreement.  The Indemnifying
Party  shall  have  the  right,  exercisable  by  giving  written  notice  to an
Indemnified Person within twenty (20) business days after the receipt of written
notice  from  such  Indemnified  Person  of such commencement, to assume, at its
expense,  the defense of any such action, suit or proceeding; provided, however,
that  an  Indemnified  Person shall have the right to employ counsel in any such
action,  suit  or proceeding, and to participate in the defense thereof, but the
fees  and  expenses  of such counsel shall be at the expense of such Indemnified
Person  unless:  (i)  the Indemnifying Party fails to assume the defense of such
action,  suit  or  proceeding  or  fails  to  employ separate counsel reasonably
satisfactory  to such Indemnified Person in any such action, suit or proceeding;
or  (ii)  the  Indemnifying  Party  and  such Indemnified Person shall have been
advised  by  counsel  that  there  may be one or more defenses available to such
Indemnified  Person  which are in conflict with, different from or additional to
those available to the Indemnifying Party, or another Indemnified Person, as the
case may be (in which case, if such Indemnified Person notifies the Indemnifying
Party in writing that it elects to employ separate counsel at the expense of the
Indemnifying  Party,  the  Indemnifying Party shall not have the right to assume
the  defense  of  such  action, suit or proceeding on behalf of such Indemnified
Person); it being understood, however, that the Indemnifying Party shall not, in
connection  with any one such action or proceeding of separate but substantially
similar  or  related  actions  or  proceedings  arising  out of the same general
allegations  or  circumstances, be liable for the fees and expenses of more than
one  separate firm of attorneys (together with appropriate local counsel) at any
time  acting  for  each  Indemnified  Person  in  any  one  jurisdiction.  The
Indemnifying Party shall not settle or compromise or consent to the entry of any
judgment  in  or  otherwise  seek to terminate any pending or threatened action,
claim,  suit  or proceeding in which any Indemnified Person is a party and as to
which indemnification or contribution has been sought by such Indemnified Person
hereunder, unless such Indemnified Person has given its prior written consent or
the  settlement,  compromise,  consent  or  termination  includes  an  express
unconditional  release  of  such  Indemnified  Person,  satisfactory in form and
substance  to  such  Indemnified  Person,  from  all  losses, claims, damages or
liabilities  arising  out  of  such  action,  claim,  suit  or  proceeding.

(d)     If  for  any  reason  the  indemnity  provided for in this Section 12 is
unavailable  to  an  Indemnified  Person  or insufficient to hold an Indemnified
Person harmless, then the Indemnifying Party, to the fullest extent permitted by
law,  shall  contribute  to  the amount paid or payable by such Indemnified
Person  as  a result of such claims, liabilities, losses, damages or expenses in
such proportion as its appropriate to reflect (i) the relative benefits received
by the Company on one hand and by the Advisor on the other, from the transaction
or  proposed transaction under this Agreement and (ii) the relative fault of the
Company  and the Advisor, as well as any relevant equitable considerations.  The
relative fault of the Company on the one hand and the Advisor on the other shall
be determined by reference to, among other things, whether any untrue or alleged
untrue statement of a material fact or the omission or alleged omission to state
a  material  fact  relates  to  information  supplied  by  the Company or by the
Advisor.  The  indemnity, contribution and expense reimbursement obligations set
forth herein (i) shall be in addition to any liability an Indemnifying Party may
have  to  any  Indemnified Person at common law of otherwise, (ii) shall survive
the termination of this Agreement, (iii) shall apply to any modification of this
Agreement  and shall remain in full force and effect following the completion or

<PAGE>

termination  of the Agreement, (iv) shall remain operative and in full force and
effect  regardless  of  any investigation made by or on behalf of the Advisor or
any  other  Indemnified  Person,  and  (v)  shall be binding on any successor or
assign of the Company or the Advisor and the respective successors or assigns to
all  or substantially all of the Company's or the Advisor's business and assets.

13.     Use  of  Advice  by  the  Company.  The  Company  acknowledges  that all
        ---------------------------------
opinions  and  advice  (written  or oral) given by the Advisor to the Company in
connection  with  the  engagement  of  the  Advisor  are intended solely for the
benefit  and use of the Company in considering the matters to which they relate,
and  the  Company agrees that no person or entity other than the Company and its
Board of Directors shall be entitled to make, use or rely upon the advice of the
Advisor  to be given hereunder, and no such opinion or advice shall be used
for any other purpose, or reproduced, disseminated, quoted or referred to at any
time,  in  any  manner  or  for any purpose, not may the Company make any public
references  to the Advisor, or use the Advisor's name in any reports or releases
of  the  Company  without  the  Advisor's  prior  written  consent.

     The  Company  acknowledges  that  the  Advisor  makes no representations or
commitment  whatsoever  as  to  making  a  market in the Company's securities or
recommending  or  advising  its  clients,  or any other persons, to purchase the
Company's  securities.   Research reports or corporate business reports that may
be  prepared  by  the  Advisor will, when and if prepared, be done solely on the
merits  and  the  judgment  and  analysis  of  the  Advisor or any of its senior
personnel.

14.     The Advisor as an Independent Contractor.  The Advisor shall perform its
        ----------------------------------------
     services  hereunder  as an independent contractor and not as an employee of
the Company or an affiliate thereof.  It s expressly understood and agreed to by
the  parties  hereto  that  the  Advisor  shall  have  no  authority to act for,
represent or bind the Company or any affiliate thereof, in any manner, except as
may  be  agreed  to  expressly  by  the  Company  in  writing from time to time.

15.     Termination.     This  Agreement  may be terminated by either party upon
        -----------
thirty  (30)  days  written  notice;  provided,  however,  that all compensation
(including  any  amounts  to  become  due  on  account  of  a  Financing  Fee or
Transaction  Fee)  due  or  to  become  due  after  the  effective  date of such
termination  shall be unaffected by such termination.   In addition, termination
of  this  Agreement  shall  not  affect  the  Advisor's rights under the Warrant
Agreement.

16.     Representations,  Warranties  and Agreements to Survive.  The respective
        -------------------------------------------------------
indemni-ties,  agreements,  representations,  warranties and other statements of
the Company and the Advisor set forth in or made pursuant to this Agreement will
remain in full force and effect, regardless of any investigation made by or
on  behalf  of  the Advisor, the Company, or any of their respective officers or
directors.

17.     Notices.  All communications hereunder will be in writing and, except as
        -------
     otherwise expressly provided herein, sent by overnight mail, to the Company
at:  Stem  Cell  Therapy International, Inc., 2203 North Lois Avenue, 9th Floor,
Tampa,  FL  33607, Attn: Calvin Cao, President; and to the Advisor at: Newbridge
Securities Corporation, 1451 W. Cypress Creek Road, Suite 204, Ft.Lauderdale, FL
33309,  Attn:  Guy  S.  Amico,  President.


<PAGE>

18.      Parties  in Interest.  This Agreement is made solely for the benefit of
         --------------------
the Advisor and the Company, and their respective controlling persons, directors
     and  officers,  and  their  respective  successors,  assigns, executors and
administrators.  No  other  person  shall  acquire or have any right under or by
virtue  of  this  Agreement.

19.      Headings.  The section headings in this Agreement have been inserted as
         --------
a  matter of convenience of reference and are not a part of this Agreement.

20.      Applicable  Law;  Venue  and  Jurisdiction.  This  Agreement  shall  be
         ------------------------------------------
governed  by  and construed in accordance with the laws of the State of Florida,
without  giving effect to conflict of law principles.  Any action arising out of
this agreement shall be brought exclusively in a court of competent jurisdiction
     located  in  Broward  County,  Florida,  and the parties hereby irrevocably
submit to the personal jurisdiction of such courts, and waive any objection they
now  or  hereafter  may  have  to  the  laying  of  venue  in  such  courts.

21.     Integration.  This  Agreement  constitutes  the  entire  agreement  and
        -----------
understanding  of  the  parties  hereto,  and  supersedes  any  and all previous
agreements and understandings, whether oral or written, between the parties with
     respect  to  the  matters set forth herein.  No provision of this Agreement
may  be  amended,  modified  or waived, except in a writing signed by all of the
parties  hereto.

22.      Counterparts.  This  Agreement  may  be  executed  in  any  number  of
         ------------
counterparts,  each  of  which  together  shall  constitute  one  and  the  same
instrument.

23.     Authority.   This  Agreement  has  been  duly  authorized,  executed and
        ---------
delivered  by  and  on  behalf  of  the  Company  and  the  Advisor.


     IN  WITNESS  WHEREOF,  the  parties hereto have caused this Agreement to be
duly  executed,  as  of  the  day  and  year  first  above  written.

THE COMPANY                               THE ADVISOR

Stem Cell Therapy International, Inc.     Newbridge Securities
Corporation



By: /s/ Calvin Cao                        By: /s/ Guy S. Amico
           Calvin Cao                               Guy S. Amico
       CEO & President                            President