BioRestorative Therapies, Inc.

Exhibit 10.11

BioRestorative Therapies, Inc.

000 Xxxxxxxx Xxxxx, Xxxxx 000

Xxxxxxx, Xxxxxxx 00000

December 7, 2012

TDA Consulting Services, Inc.

000 Xxx Xxxx Xxx #0000

Xx. Xxxxxxxxxx, Xxxxxxx 00000

Attention: Xxxx Xxxxx, President

Gentlemen:

Reference is made to the Consulting Agreement, dated as of February 17, 2011, between BioRestorative Therapies, Inc. (formerly Stem Cell Assurance, Inc.) (the “Company”) and TDA Consulting Services, Inc. (the “Consultant”), as amended by the letter, dated April 18, 2012, between the Company and the Consultant with respect thereto (the “Consulting Agreement”).

The parties hereby agree that the term of the Consulting Agreement is extended for an additional period of twelve (12) months until December 31, 2013 and that, during such additional twelve (12) month period, the Consultant shall be entitled to a fee of ten thousand dollars ($10,000) per month (an aggregate of $120,000) payable in advance on the first day of each month commencing as of January 1, 2013 and through December 1, 2013. As additional compensation for the Services (as defined in the Consulting Agreement), concurrently with the execution of this letter, the Consultant is being granted a warrant for the purchase of five million (5,000,000) shares of the Company’s common stock, $.001 par value, which warrant shall be exercisable during the period commencing on December 31, 2013 and terminating on the fifth anniversary of the date hereof, at an exercise price of three cents ($.03) per share.

Except as amended hereby, the Consulting Agreement shall continue in full force and effect in accordance with its terms.

	Very truly yours,
	BIORESTORATIVE THERAPIES, INC.
	By:	/s/
		Xxxx Xxxxxxx
		Chief Executive Officer

Agreed:
TDA CONSULTING SERVICES, INC.
By:	/s/
	Xxxx Xxxxx
	President