CONSULTING AGREEMENT
                              --------------------


This Agreement, dated as of January 4, 2005 between E. Almodovar, President of
RES Holdings Corp. with offices at 503 Nassau Ave, Freeport, NY and
("CONSULTANT") and Stem Cell Therapy International Corp. with offices at
("CLIENT"), 2203 North Lois Avenue, 9th Floor, Suite 929, Tampa, Fl

RECITALS

A.CLIENT desires to retain CONSULTANT to render consulting and advisory services
for  CLIENT  on  the  terms  and  conditions  set  forth  in  this Agreement and
CONSULTANT  desires  to  be  retained  by  CLIENT  on such terms and conditions.

NOW,  THEREFORE,  CLIENT  and  CONSULTANT  agree  as  follows:

RETENTION  OF  CONSULTANT;

1.  SERVICES  TO  BE PERFORMED. CLIENT hereby retains CONSULTANT for the term of
this  Agreement  to perform the consulting services on an as needed basis. These
services will include but will not be limited to business development, strategic
planning,  technology  implementation,  email marketing strategizing and mergers
and acquisitions. In rendering Services hereunder, CONSULTANT shall be acting as
an  independent  contractor  and  not  as  an  employee  or  agent of CLIENT. As
independent contractors, neither CONSULTANT nor CLIENT shall have any authority,
express  or  implied,  to commit or obligate the other in any manner whatsoever,
except  as specifically authorized from time to time in writing by an authorized
representative  of CONSULTANT or CLIENT, as the case may be, which authorization
may  be  general  or  specific.  Nothing  contained  in  this Agreement shall be
construed  or  applied  to create a partnership. CONSULTANT shall be responsible
for the payment of all federal, state or local taxes payable with respect to all
amounts  paid  to  CONSULTANT  under  this  Agreement.

2.  COMPENSATION  FOR  CONSULTING SERVICES. For Services hereunder, CLIENT shall
pay  to  CONSULTANT  a  the  following  fee:

For the introduction of a public vehicle, CONSULTANT shall receive 500,000 (Five
Hundred  Thousands)  Shares  for  finders  fee.  The shares will have piggy back
registration  rights  on  the  Company's  next  registration. And the shares are
assignable  at  the  choice  of  the  CONSULTANT.


3.  CONFIDENTIAL INFORMATION. Confidential information of any nature that either
party  acquires  regarding  any  aspect  of  the other party's business shall be
treated  in  strict  confidence.  Information so obtained shall not be divulged,
furnished  or made accessible to third parties without the written permission of
the  other party to this Agreement. Both parties retain the right to do business
with  third parties in matters that may be competitive with the interests of the
other  party  to  this Agreement. However, the confidentiality constraints above
shall  be  binding  and  have  precedence  over  these  business  matters.  Upon
termination  of  this  Agreement,  the  terms  of this paragraph shall remain in
effect  for  three  years

4.  TERM AND TERMINATION. (a) Unless terminated at an earlier date in accordance
with  Section  6(b),  this Agreement shall commence as of the date first written
above  and shall continue until one year. (b) This Agreement shall be terminated
for  no cause when either party gives at least thirty days written notice to the
other  party  of  the  intent  to  terminate this Agreement. CONSULTANT shall be
entitled  to  receive from CLIENT all fees resulting from any referrals given up
to  that  date  for  the  remainder  of the life of the relationship between the
CLIENT  and  such  referrals.

5.  INDEMNIFICATION.  CLIENT  agrees  to  indemnify,  defend  and  hold harmless
CONSULTANT  against  any  and all loss, liability, expenses and costs (including
attorneys'  fees,  judgments, fines and amounts paid in settlement) actually and
reasonably  incurred  by  CONSULTANT in connection with any threatened, pending,
completed  or  future  action  suit  or proceeding to which CONSULTANT is, or is
threatened  to  be,  made  a party arising from or related to Services that have
been provided hereunder. The terms of this Section 8 are non revocable and shall
survive  the  termination  of  this  Agreement.

6.  DISPUTES.  Any  action  based  on  this  Agreement,  including disagreement,
disputes  regarding  the terms and conditions, alleged breaches of contract, and
remedies  under  contract,  shall be governed by the laws of the State of Tampa,
Florida  and  shall  be  adjudicated  exclusively  by  a  court  of  competent
jurisdiction  in  Tampa,  Florida.  The  Parties shall have the right to recover
reasonable  attorney  and  courts  costs  arising  from  a  dispute.

7.  MISCELLANEOUS. (a) Entire Agreement. This Agreement (including the exhibits,
schedules  and  other  documents  referred  therein)  constitutes  the  entire
agreement  between  the  parties with respect to the subject matter hereof. This
Agreement  supersedes any and all prior agreements, oral or written, between the
parties  with  respect  to  the  subject matter hereof. (b) Severability. If any
provision  of  this  Agreement  is  for  any  reason  declared  to be invalid or
unenforceable, the validity and enforceability of the remaining provisions shall
not be affected thereby. Such invalid or unenforceable provision shall be deemed
modified  to  the extent necessary to render it valid and enforceable, and if no
modification  shall  render  it  valid  and enforceable, this Agreement shall be
construed  as if not containing such provision and the rights and obligations of
the  parties shall be construed and enforced accordingly. (c) Amendment, Waiver,
Modification or Termination. No amendment, waiver or termination or modification
of  this  Agreement  shall be binding unless it is in writing and signed by both
CONSULTANT  and  CLIENT  and dated subsequent to the date hereof. Performance of
work by CONSULTANT and/or acceptance of payment by CONSULTANT for work performed
and/or  work  to be performed for CLIENT beyond the scope of this Agreement does
not  constitute  acceptance by CONSULTANT of amendments or modifications to this
Agreement  nor  shall  they  be  binding. (d) Assignment. This Agreement and the
rights  and  obligations  of  the  parties  hereunder shall not be assignable by
either  party  without  prior written consent of the other party. (e) Successors
and  Assigns.  This  Agreement shall be binding upon and inure to the benefit of
the  parties hereto and their respective heirs, personal representatives and, to
the  extent  permitted  by subsection (d), successors and assigns of the parties
hereto.









IN WITNESS WHEREOF, CLIENT and CONSULTANT have executed this Agreement as of the
date  set  forth  in  the  first  paragraph.




__________________________________
Authorized  signature  for  RES  Holdings  Corp.

__________________________________
Title  /Date



___________________________________
Authorized  signature  for  Stem  Cell  International  Corp

___________________________________
Title /Date