Addendum and First Sample Contracts

ADDENDUM AND FIRST AMENDMENT TO MATERIAL TRANSFER AGREEMENT
Addendum and First • October 13th, 2009 • DARA BioSciences, Inc. • Pharmaceutical preparations

America Stem Cell, Inc. ("ASC") and Dara BioSciences, Inc. ("Dara" or "DARA") (collectively herein the "Parties") entered into a Material Transfer Agreement on March 24, 2008 ("MTA"). The Parties hereby agree to the following amendments and/or additions to the terms of the MTA (this "Addendum"):

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