EXHIBIT 10.9

                                       EXHIBIT 10.9

                  NOTE AND WARRANT PURCHASE AGREEMENT AMENDMENT

THIS  NOTE AND  WARRANT  PURCHASE  AGREEMENT  AMENDMENT  (this  "Agreement")  is
effective as of December 7, 2004, by and between Swiss Medica,  Inc., a Delaware
corporation (the "Company") and Strategic Equity Corp. (the "Lender");

WHEREAS:

      1.    The Lender and the Company have executed a Note and Warrant Purchase
            Agreement  and a  Security  Agreement  dated  December  6, 2004 (the
            "Security Documents") to secure a loan of $600,000 dollars CAD;

      2.    The  Lender  has agreed to loan an  additional  $105,000  USD to the
            Company; and

      3.    The Company has agreed to issue an additional  Note for $105,000 USD
            (the "Additional Note") to the Lender in the form attached hereto as
            Schedule "A" in accordance with the terms of the Security Documents;

NOW THEREFORE in consideration  of the premises  contained herein and other good
and valuable consideration the parties hereto agree:

      1.    The Agreement shall be amended by the creation of Section 1.1(a) The
            Additional Loan and Note as follows:

            "1.1(a) The  Additional  Loan and  Additional  Note.  Subject to the
            terms and  conditions  of the  Agreement,  Lender agrees to loan the
            Company an amount of $105,000  USD on or before  December  10, 2004.
            The Loan  shall be  governed  by the terms and  conditions  of,  and
            repaid in accordance  with this Agreement and the Additional Note in
            the form  attached  hereto  as  Exhibit  A -1,  to be  issued by the
            Company to the Lender to evidence  the  advance  and  executed on or
            before  December 10, 2004. The  Additional  Note shall be secured by
            the Security Agreement.

      2.    This Agreement may be executed in any number of  counterparts,  each
            of which shall be an original,  but all of which  together  shall be
            deemed to constitute one instrument.

IN WITNESS  WHEREOF,  the parties  have  caused  this Note and Warrant  Purchase
Agreement  Amendment to be duly  executed and delivered by their proper and duly
authorized officers as of the date and year first written above.

COMPANY:                                     LENDER:

SWISS MEDICA, INC.                           STRATEGIC EQUITY CORP.


By: /s/ Xxxxx X. Xxxxxxx                     By: /s/ Xxxx Xxxxxxx
    --------------------                         ----------------
     Xxxxx X. Xxxxxxx,                           Xxxx Xxxxxxx
     Chief Executive Officer                     Director, Business Development