Board of Directors
Services Agreement


 


This Board of Directors Services Agreement
(the "Agreement"), dated _______________, is entered into between MEDISTEM, INC., a Nevada corporation
("the Company), and _______________, an individual with a principal place of residence in San Diego, CA, ("Director").


 


WHEREAS, the Company desires to retain
the services of Director for the benefit of the Company and its stockholders; and


 


WHEREAS, Director desires to serve
on the Company's Board of Directors for the period of time and subject to the terms and conditions set forth herein;


 


NOW, THEREFORE, for consideration
and as set forth herein, the parties hereto agree as follows:


 


1.                 
Board Duties. Director agrees to provide services to the Company as a member of the Board of Directors and as Chair
of the Audit Committee of the Board of Directors. Director shall, for so long as he remains a member of the Board of Directors,
but in any case not less than one year from the date hereof, meet with the Company upon written request, at dates and times mutually
agreeable to Director and the Company, to discuss any matter involving the Company or its Subsidiaries, which involves or may involve
issues of which Director has knowledge and cooperate in the review, defense or prosecution of such matters. Director acknowledges
and agrees that the Company may rely upon Director's expertise with respect to the Company's business operations and that such
requests may require substantial additional time and efforts in addition to Director's customary service as a member of the Board
of Directors. Director will notify the Company promptly if he is subpoenaed or otherwise served with legal process in any matter
involving the Company or its subsidiaries. Director will notify the Company if any attorney who is not representing the Company
contacts or attempts to contact Director (other than Director's own legal counsel) to obtain information that in any way relates
to the Company or its Subsidiaries, and Director will not discuss any of these matters with any such attorney without first so
notifying the Company and providing the Company with an opportunity to have its attorney present during any meeting or conversation
with any such attorney.


 


 2.                 
Compensation. As compensation for the services provided herein, the Company shall pay to Director an amount in accordance
with the Company’s standard compensation for Directors as long as Director continues to fulfill his duties and provide the
services set forth above.


 


3.                 
Expenses. The Company shall also reimburse Director for reasonable out-of-pocket expenses incurred in connection
with discharging his duties as a Board member. Any additional expenses shall be pre-approved by the CEO or CFO of the Company and
will be reimbursed subject to receiving reasonable substantiating documentation relating to such expenses.


 


4.                 
Mutual Non-Disparagement. Director and the Company mutually agree to forbear from making, causing to be made, publishing,
ratifying or endorsing any and all disparaging remarks, derogatory statements or comments made to any party with respect to either
of them. Further, the parties hereto agree to forbear from making any public or non-confidential statement with respect to the
any claim or complain against either party without the mutual consent of each of them, to be given in advance of any such statement.


 






    	Board Services Agreement 1



    	 



    

 


 


 


5.                 
Cooperation. In the event of any claim or litigation against the Company and/or Director based upon any alleged conduct,
acts or omissions of Director during the tenure of Director as an officer of the Company, whether known or unknown, threatened
or not as of the time of this writing, the Company will cooperate with Director and provide to Director such information and documents
as are necessary and reasonably requested by Director or his counsel, subject to restrictions imposed by federal or state securities
laws or court order or injunction. The Company shall cooperate in all respects to ensure that Director has access all available
insurance coverage and shall do nothing to damage Director's status as an insured, and shall provide all necessary information
for Director to make or tender any claim under applicable coverage.


 


6.                 
Board of Directors Status of Director. Director's membership on the Company Board of Directors shall not be disturbed
for at least the greater of any period of time: (a) specified in any other agreement or contract defining Director's role as a
member of the Board of Directors, or (b) a period of three years from the date hereof. Membership on the Board shall require adherence
to board member conduct policies adopted by the board and enforced equally upon all directors. Director may voluntarily resign
his position on the Board of Directors and/or as Chair of the Audit Committee of the Board of Directors at any time and without
penalty or liability of any kind, subject to Section 2 above.


 


7.                 
Confidentiality. Subject to exceptions mutually agreed upon by the parties to this Agreement in advance and in writing,
the terms and conditions of this Agreement shall remain confidential and protected from disclosure except as required by law in
connection with any registration or filing, in relation to a lawful subpoena, or as may be necessary for purposes of disclosure
to accountants, financial advisors or other experts, who shall be made aware of and agree to be bound by the confidentiality provisions
hereof.


 


8.                 
Governing Law. This Agreement shall be governed by the law of the State of California. In the event of any dispute
regarding the performance or terms hereof, the prevailing party in any litigation shall be entitled to an award of reasonable attorneys'
fees and costs of suit, together with any other relief awarded hereunder or in accordance with governing law.


 


IN WITNESS WHEREOF, the parties
hereto enter into this Agreement as of the date first set forth above.


 


	MEDISTEM, INC.:	 	DIRECTOR:
	 	 	 
	 	 	 




 






    	Board Services Agreement 2