0001091818-10-000031 Sample Contracts

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EXCLUSIVE LICENSE AGREEMENT
Exclusive License Agreement • January 28th, 2010 • Proteonomix, Inc. • Pharmaceutical preparations • Delaware

This EXCLUSIVE LICENSE AGREEMENT (the "Agreement") is entered into as of October 29, 2007 (the "Effective Date") by and between National Stem Cell Holding, Inc., a Delaware corporation, with its principal office at 187 Mill Lane, Mountainside, NJ 07052 ("NSC"); and Ian McNiece having an address 821 Majorca Ave, Coral Gables, FL 33134 ("Licensor").

ASSIGNMENT OF TECHNOLOGIES AND PATENT APPLICATIONS FROM MICHAEL COHEN TO PROTEONOMIX, INC.
Technologies and Patent Applications • January 28th, 2010 • Proteonomix, Inc. • Pharmaceutical preparations • New York

This Assignment Agreement (the “Agreement”) is made this 1st day of July, 2009, by and between Michael Cohen, residing at 7 Stanford Court, West Orange, New Jersey 07052 (the “Assignor”); Proteonomix, Inc., a Delaware corporation (“Proteonomix”) with offices at 187 Mill Lane, Mountainside, New Jersey 07092 (together, the “Parties”).

AMENDMENT TO EMPLOYMENT AGREEMENT
Employment Agreement • January 28th, 2010 • Proteonomix, Inc. • Pharmaceutical preparations

This amended agreement (the “Agreement”) is made as of this 21ST day of December, 2009, to an employment agreement originally executed on January 5, 2005, as restated January 4, 2008, and amended July 1, 2009 (the “Employment Agreement”) by and between Proteonomix, Inc. formerly National Stem Cell Holding, Inc., a Delaware corporation (the “Company”) with an address a 187 Mill Lane, Mountainside, New Jersey 07092 and Michael Cohen, with an address at7 Stanford Court, West Orange, New Jersey 07052 (the Employee”) (the parties hereto are herein referred to as the “Parties”).

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