States where focus on the ever increasing Latin American populations will be a primary goal.

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1 TH E OPPORTUN ITY BioCells is a privately held Company headquartered in Buenos Aires, Argentina focused on the collection, processing and long term storage of human cord blood stem cells. The mission of the Company is to provide expectant parents a level of personal service and quality not provided by other cord blood banks in Argentina or in other Latin American countries. BioCells was founded in 2004 by a group of private investors with experience in the medical field, particularly in the area of Obstetrics and Gynecology as well as Fertility. BioCells has 12 offices strategically located throughout Argentina. BioCells currently has 8 full time employees and 12 independent contractors throughout the Southern Continent. BioCells' business model is based on providing expectant parents the opportunity to store their baby's cord blood stem cells for immediate or future medical treatments. Although there is an initial charge to the parents for the collection and storage of the cord blood, the major revenue source is derived from annual, recurring revenues from long term storage of the specimen, usually greater than 20 years. The cost of specimen storage to the Company is relatively small, approximately $5 per year compared to this revenue source of greater than $100. During this period, BioCells has grown to become the second largest (by specimens collected) of 6 cord blood Banks operating in Argentina. BloCells has 12 locations throughout Argentina and has recently expanded internationally to both Uruguay and Paraguay. This rapid growth has been achieved despite the fact that BioCells is the only one of the companies in Argentina that does not operate its own laboratory which affects, not only the financial bottom line, since processing and cryostorage must be outsourced, but also the abillty to attract new clients. Expectant parents are more likely to store their baby's cord blood with a Company that has the ability, not only to collect the cord blood safely, but process and store the specimen, long term, under controlled conditions on their own laboratory.in other words, be responsible for collection through long term cryopreservation and possible release for medical treatments. Currently, BioCells has 2000 specimens stored and annual revenues of 1.2 M USD. Recently BioCells has moved into new facilities in Palermo, Buenos Aires that will house, not only the administrative and client functions of the Company, but also its own state-of-the-art laboratory. The laboratory Is expected to be completed by September 2009 and will comprise both a processing and long term cryostorage facility. Because of the success of its marketing strategies in Argentina, BloCells recognizes the tremendous expansion potential of stem cell banking throughout Latin America and eventually in Central and North America. Already, BioCells has entered the markets of neighboring Uruguay and Paraguay with the formation of BioCells Uruguay and BioCells Paraguay. Furthermore an agreement to co-develop a cord blood bank in Sao Paolo, Brazil has been developed and is. n order to accomplish its expansion goals, BloCells believes that it must form a new International Parent Company to be named BioCellsInternationalInc with headquarters in the United States, most likely in the Tampa Bay area. BioCells International shall acquire a controlling interest in BioCells Argentina, a strategy already agreed upon by current BioCells' shareholders. The reasons for this maneuver are twofold. Firstly, Latin American countries are more comfortable with medical procedures and technical innovation from the United States than from their neighboring countries within Latin America. Therefore, expansion will be achieved more easily by a parent Company from the United States than from within Latin America. Secondly, formation of BioCells International will form the foundation for expansion of services within the United

2 States where focus on the ever increasing Latin American populations will be a primary goal. Acquisit ion of BioCells Argentina, will give immediate revenues of 1.2 million USD to the parent Company. BioCells nternational will be responsible for growth in Latin America to include Brazil, Colombia, Ecuador, Venezuela, Mexico and Central America. BioCells Argentina will be responsible for collection and processing in Argentina, Uruguay and Paraguay. As the Latin American expansion develops, BioCells International will set up operations in the United States to collect and store cord blood specimens. The focus of this operation is expected to be initially Latin American populations, using knowledge and resources acquired from our Latin American operations. BioCellsInternational will enter the U.S. market as a trulyinternational Company with a strong reputation in stem cell banking and as a cell therapy service provider. WHAT ARE STEM CELLS? A stem cell is a special kind of cell that has a unique capacity to renew itself, over and over again, and also differentiate itself to replicate the function of a specialized cell. What is a stem cell? replicate Itself. or... A single cell that can differentiate into many cell types... I, Recently, the medical community has become increasingly optimistic about the potential use of stem cells to treat and possibly cure degenerative diseases. This wave of enthusiasm is the result of several animal studies and human clinical trials that have demonstrated that adult stem/progenitor cells have the capacity to treat end-stage diseases for which there are no good therapies. In theory, adult stem cells could provide a therapy for an almost unlimited number of currently untreatable diseases since it is now known that essentially every tissue and organ in the body contains such cells for tissue repair. While some organs such as the liver have impressive regenerative properties, the heart has very limited regenerative capacity. The discovery that cells within the hematopoietic compartment (bone marrow) can produce non-hematopoietic cellular elements has raised the exciting possibility that hematopoietic stem I progenitor cells may serve to provide for the functional repair of damaged tissues and organs in clinical settings. These findings are even more important from a clinical perspective since

3 much of our current knowledge of stem cell biology has resulted from the pioneering work carried out in the field of bone marrow transplantation over the past 40 years. n the clinical setting, therefore, procedures are readily available to harvest and characterize bone marrow derived hematopoietic and non-hematopoietic (mesenchy mal) cells for use in cellular therapies to repair damaged tissue. Mesenchymal stem cells are found abundantly in adipose tissue. Currently stem cell companies have focused on the processing and storage of cord blood at birth. Stem cells in cord blood, however, may have the disadvantage of being more restricted to regeneration of the blood system and may not be useful in other areas of clinical medicine. Stem cells from adipose tissue, collected as a waste product following such procedures as liposuction may be more useful for tissue regeneration purposes. Stem cells from such fat would also allow individuals at almost any stage in their life to be able to store stem cells for future medical treatments. Cord blood presents a once in a lifetime opportunity, ONLY! Cord blood basically excludes all of the existing population, and can only be collected at time of birth. Adipose tissue derived stem cells collection and banking is available to EVERYO NE. Adipose tissue derived stem cells provide new and exciting opportunit ies to treat degenerative diseases such as heart disease, nerve degeneration, joint repair and bone loss, as well as other diseases. It also opens up the entire population as potential clients instead of limiting clients to new born stem cell storage. Stem cells are able to completely repopulate the bone marrow and the immunological system, reason why they are used in medical transplants following chemotherapy and radiation therapy to destroy cancer cells. Currently, there have been over 10,000 successful umbilical cord stem cells transplants for the treatment of leukemias, lymphomas, myeloma, immunodeficiencies and several genetic diseases. STEM CELL MARKET CURRENT AND FUTURE Cord blood banking market expected to exceed 1 billion USD within 5 years South/Central American Market largely untapped Current adult stem cell therapy market is relatively small at 100 M USD but expected to reach 9 billion USD by 2018 First stem cell "drug" to treat a complication of bone marrow transp lantation maybe available within 1year Tissue regeneration for heart,joint and spine within 10 years The emerging medical specia lity of Regenerative Medicine will rely increasingly on companies such as BioCells nternational to provide stem cells for the new treatments outlined above. It is BioCells goal to become a major player by becoming a Cellular Therapy Service Provider, by providing patients access to new emerging protocols in which their stored stem cells can be cultured in vitro and tailored to whatever disease they are being used to treat.

4 BIOCELLS - TH E BUSIN ESS Revenues from cord blood stem cells services are derived from the processing and storage of specimens in liquid nitrogen for a period in excess of 20 years. Generally there is an upfront fee to the client for specimen acquisition and annual fees, thereafter, for storage. The actual overhead for yearly storage of specimens is extremely low, and is only marginal cost for each additional specimen once the basic storage equipment has been purchased. The ongoing storage fee acts as a very simple annuity payment with little additional cost to maintain and support such a revenue stream. While many (not all) current practitioners seem to focus a model on acquiring as much profit as feasible on the upfront fees, this acts as a natural deterren to much larger scale adoption, and far greater revenue potential by reducing the upfront fees, and going for a higher volume focused on the more profitable aspect of the business - the annual storage fees. The business model of stem cell banking clearly focuses on the annual recurring storage fees for each specimen. Storage of 10,000 specimens for example has the potential to generate 1.5 million dollars annually for periods up to 20 years at very little cost, in terms of the maintenance of the specimen. This business plan overview aims to demonstrate that the revenue derived from up front acquisition charges and processing fees actually support the whole business in terms of operating expenses but it is the annual storage fees derived from long term client contracts that provide the major revenue source for the Company. Each year as more specimens are stored, revenues increase substantially with minimal operational cost to the Company. COM PANY MISSIO N The mission of BioCellsInternational is to provide our clients a level of personal service and quality currently not provided by other stem cell banks throughout Latin and North America. The Company shall strive to make stem cell banking and services more affordable to clients. IM M EDIATE COM PANY OBJ ECTIV ES BioCellsInternational's main objective is to build high quality, full-serv ice stem cell collection and storage facilities throughout Latin American, and, eventually, the USA. The Company's goal is to become a leader as a Cellular Therapy Service Provider in the developing medical speciality of Regenerative Medicine. This aim is to become the dominant stem cell banking/stem cell service Company for the processing and storage of umbilical cord blood stem cells within 2 years. At this stage, BioCells International nc. will be well positioned, as an experienced multinational Company, to enter the competitive US market utilizing resources and experience from our South American operations. These goals will be achieved as follows: 1. Formation of BioCells International,Inc., a U.S. Company to be based in Tampa, Fl., as the parent Company to coordinate and develop all current and future operations throughout North and South America

5 2. BioCells International, Inc. shall acquire the operations of BioCells Argentina, and its subsidiaries: BioCells Paraguay and BioCells Uruguay. 3.. Establish in-house stem cell processing and storage capabilities for BioCells Argentina/Uruguay/Paraguay in our new facility in Buenos Aires by September 2009 resulting in immediate and dramatic increase in revenue and increase in clients enrollments. 4. Develop operations in Sao Paolo, Brazil for umbilical cord blood collection, processing and storing by partnering with local professionals and investors by first quarter Develop operations in Bogota, Colombia, for umbilical cord blood collection, processing and storage, and create its subsidiaries in Ecuador and Venezuela again partnering with local professionals and investors. 6. Develop operations in the United States, by initially focused on providing stem cell collection and storage for the 7. Latin communities in the United States, and neighboring Central America. This will be accomplished by utilizing resources from our Latin American operations and by initially outsourcing processing and storage to an accredited laboratory in the United States. 8. BioCellsInternational Inc. will develop other stem cell services, to include umbilical cord tissue, fat tissue and peripheral blood. 9.. Entry into the US Market will proceed in 2011 not only focusing on Latin populations but with a mission to provide all expectant parents with more affordable services than offered currently. Additional investment will be needed at this stage if BioCells were to develop its own laboratory in the US and meet current regulations for good manufacturing processes.. KEYS TO SUCCESS The keys to success for BioCellsInternational,Inc. in the stem cell collection and storage industry as indicated below will drive the Company towards its objectives:./' BioCells Argentina will complete its state-of-the art cellular processing and storage facility that meets current regulatory requirements both locally and internationally (ISO/AABB/FDA)../' Develop operations in others Latin American Countries (Brazil, Colombia) as well as the United States../' Providing the quality of service and that exceeds competitors in the industry../' Providing innovative pricing structures tailored to the individual needs of the clients../' Focusing on growth, price control and new stem cell banking opportunities, such as cord tissue, fat tissue and peripherial blood../' Providing value added and continual educational approaches to the marketing and targeting of potential clients../' Forming strategic alliances within the medical community, academia and biotech companies to develop future growth and expansion opportunities../' Utilizing innovative marketing strategies to directly target key market niches, not yet exploited in the industry../' Bring the Company to profitability overall after only 24 months of operations../' Assembling the best team of highly qualified professionals with proven industry, entrepreneurial and financial track records.

6 PRESENT COMPANY OWNERSHIP ::::.i BioCells Argentina Original nvestors 7 50% ::::.i Present Funding nvestors 7 50% THE COMPANY (BIOCELLS ARGENTINA) / FINANCIALS BioCells was formed by a group of medical professionals specializing in in vitro fertilization and genetics, with expertise in umbilical cord stem cell collection, processing and cryopreservation. The Company has been in operation since BioCells' approach is to provide personalized service to expectant parents by: 0 Providing a clear explanation of the processes involved in cord blood collection and storage as well as current and potential indications for these cells. 0 Providing highly trained personnel to collect the cord blood at time of delivery. No other stem cell bank can match this level of service, including banks within the United States. 0 Ensuring secure transportation of the cord blood directly from the delivery room to the laboratory immediately after birth of the baby to for maximum viability of the stem cells. Chain of custody is important to parents. 0 Testing all specimens for infectious disease to assure the safety of all stored specimens. 0 Processing specimens using our own state-of-the-art facility that meet standards for Cellular Therapy Products of the American Association of Blood Banks {AABB). 0 Providing secure long-term storage in liquid nitrogen that meet bothiso and AABB standards. 0 Providing updated information about advancements in stem cell research and their potential therapeutic uses. BioCells Argentina's mission is to educate and increase awareness amongst expectant parents, gynecologists, obstetricians, pediatricians as well as the lay community as to the potential life saving benefits of storing stem cells for future medical use. BioCells Argentina has partnered with specialized professionals including founding members of USA private stem cells banks and in vitro fertilization experts including Dr. Nicolas Neuspiller, founder of the FertilityInstitute in Buenos Aires, as well as several hematologists, obstetricians, gynecologists and geneticists who supports BioCells Argentina's position as a leading stem cell bank. Current Revenue FY 2009 (Argentina) 2009 Number of Specimens Specimens stored Jan Feb Mar Apr May REVENUE CollecUProcessi ng New Storage $ ,00 $ ,00 $ ,00 $ ,00 $ ,00 $ 8.000,00 $ 8.500,00 $ 7.900,00 $ 9.700,00 $ ,00 Total Monthl Revenue $ ,00 $ ,00 $ ,00 $ ,00 $ ,00 $ ,00

7 LATI N AM ERICAN EXPANSION: BioCellsInternationalInc., will partner with investors and professionals in different countries throughout South America, Central America and Mexico. BioCells shall own 50% of each subsidiary. A partnership structure is important to ensure the success of each operation. BioCells shall provide expertise in both collection as well as storage of cord blood. NORTH AM ERICAN EXPANSION: BioCellsInternational intends to develop stem cell collection and storage in the United States as early as We shall utilize the resources of our South American operations to develop the Company, thereby reducing start-up costs significantly. Although there is considerable competition in the U.S., BioCells will initially focus its efforts on the ever increasing Latin populations in the United States as well as provide laboratory services for our affiliates in neighboring regions, such as Puerto Rico and Mexico who do not want to establish there own processing facilities. BioCells marketing strategy in the U.S. is to offer high quality low cost service. The competition charges approximately $2000 for these services and BioCells intends to reduce these costs by as much as 50%. EXECUTION PLAN AN D TIM ETABLE Create BioCellsInternational nc. (Parent USA Company) Acquisition of BioCells Argentina Set up BioCells Argentina's lab Develop BioCells Brazil Develop BioCells Colombia BioCellsInternational enters US market Jul to Aug 2009 Aug 2009 Aug - Sept 2009 Jan - Apr 2010 Jun - Sept 2010 Jan - Jun US market

8 USE OF FUNDS The required funds will be used as indicated in the table below, with an initial focus on the acquisition of BioCells Argentina, with 2000 specimens, and the co-development of BioCells Brazil. The immediate acquisition of an existing company is focused on creating early revenue, as well as initiates the Latin American expansion from the south of the continent. BioCells Argentina acquisition BioCells Argentina laboratory BioCells Brazil start up BioCellsInternational start up Operating Expenses (Year 1) $ $ $ $ $ Total Request for Funds $ KEY PERSONNEL AND RELEVANT EXPERIENCE Geoffrey O'Neill, Ph.D. Geoffrey O'Neill as served as President of Bio-Matrix Company since Bio- Matrix Scientific GroupInc. is a development stage company in the business of medical devices and monitoring systems research, development and commercializat ion. Bio- Matrix Scientific GroupInc. is aligning itself with partners that offer hey technologies in biomedical device development, tissue engineering, cell culturing, genome therapy and drug delivery systems. Dr. O'Neill received his Ph.D. inimmunology from the University of Glasgow in n 1974, he undertook post-doctoral training under the guidance of Dr. Robert A. Good (who performed the first bone marrow transplantation in a patient with immunodeficiency) at Memorial Sloan-Kettering Cancer Center in New York. Dr. O'Neill's field of study at Sloan-Kettering was transplantation immunobiology. Dr. O'Neill also served as Director/COO of Stem Cell Laboratories and Scientific Research for Cryo-CellInternationalInc. Cryo-Cell nternational represents themselves as the wor ld's largest umbilical cord blood stem cell banking firm. Dr. O'Neill brings over 30 years experience as a v isionary and pioneer in his field, achieving recognition from his colleagues as the recipient of the Jean Julliard Prize for Outstanding Research from the International Society of Blood Transfusion and Internatio nal Society of Hematology, presented in Budapest, Hungary. He also received the JM Foundation Award, New York, for innovative research. Dr. O'Neill's academic career covers tenures such as Visiting Professor, NIH-RCMI Program, University of Puerto Rico, School of Medicine, San Juan; Associate Professor of Pathology and Ass istant Medical Director, Transfusion Medicine, University of Miami, Jackson Memorial Hospital; Visiting Professor,Institute of Immunology, University of Munich, FRG; Associate Professor of Graduate Medical Sciences, Cornell University School of Medicine New York. Having authored and co-authored over 90 publications in the field of bone marrow transplantation and stem cell biology, Dr. O'Neill bring to the company entrepreneurial and leadership skills necessary to explore and pioneer new technologies and innovative therapies. Complementing his extensive research activities and academic achievements, Dr. O'Neill also brings strong practical implementation skills to BioCells International, nc. having held numerous directorships. He has successfully built cutting edge stem cell labs that received FDA approval for both Cryo-Cell and Bio- Matrix and will be building labs worldwide for BioCellsInternational,Inc. he has the experience to build the labs to FDA specs and operate the business.