Stem Cell Innovations, Inc. Sample Contracts

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ARTICLE I
Stem Cell Innovations, Inc. • November 22nd, 2006 • Biological products, (no disgnostic substances) • New York
MODIFICATION AGREEMENT
Modification Agreement • January 7th, 2009 • Stem Cell Innovations, Inc. • Biological products, (no disgnostic substances) • New York

This Modification Agreement (“Agreement”) dated as of December , 2008 is entered into by and among Stem Cell Innovations Inc., a Delaware corporation (the “Company”), the noteholders identified on the signature page hereto (each a “Lender” and collectively “Lenders”) and Alpha Capital Anstalt as “Lender” and as a secured Lender (“Alpha”).

Interferon Sciences, Inc. 783 Jersey Avenue New Brunswick, NJ 08901 January 1, 1996 National Patent Development Corporation 9 West 57th Street Suite 4170 New York, NY 10019 Gentlemen: Interferon Sciences, Inc. ("ISI") and National Patent Development...
Interferon Sciences Inc • March 22nd, 1996 • Biological products, (no disgnostic substances)

Interferon Sciences, Inc. ("ISI") and National Patent Development Corporation ("NPDC") are party to a Management Services Agreement dated January 1, 1981 (the "Agreement"). The Agreement provides, among other things, that:

SECURED NOTE
Stem Cell Innovations, Inc. • January 7th, 2009 • Biological products, (no disgnostic substances) • New York

This Note has been entered into pursuant to the terms of a subscription agreement between the Borrower and the Holder of promissory notes dated of even date herewith (the “Subscription Agreement”). Unless otherwise separately defined herein, all capitalized terms used in this Note shall have the same meaning as is set forth in the Subscription Agreement. The following terms shall apply to this Note:

SECOND MODIFICATION AGREEMENT
Second Modification Agreement • June 4th, 2009 • Stem Cell Innovations, Inc. • Biological products, (no disgnostic substances) • New York

This Second Modification Agreement (“Agreement”), dated as of May 29, 2009 is entered into by and among Stem Cell Innovations, Inc., a Delaware corporation (the “Company”), Margie Chassman (“Chassman”) and Alpha Capital Anstalt (“Alpha”).

SUBSCRIPTION AGREEMENT
Subscription Agreement • January 7th, 2009 • Stem Cell Innovations, Inc. • Biological products, (no disgnostic substances) • New York

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”).

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