CONSULTING AGREEMENT (the “Agreement”), dated as of April 7, 2011, by and between STEM CELL ASSURANCE, INC., a Nevada corporation (the “Company”), and JOSEPH ROSS, M.D., F.A.C.S.(the “Consultant”).

WHEREAS, the Company desires to engage the Consultant to provide certain consulting services to the Company.

NOW, THEREFORE, in consideration of the foregoing and the mutual covenants hereinafter set forth, the parties hereto have agreed, and do hereby agree, as follows:

1.Retention; Duties.  Subject to the terms and conditions set forth herein, the Company hereby retains the Consultant, and the Consultant hereby accepts such retention, to act as a consultant.  The Consultant shall provide the services set forth on Schedule A to and on behalf of the Company (the “Services”).

2.Term.  The term of this Agreement shall commence as of April 7, 2011 (the “Effective Date”) and shall continue until December 31, 2011 (the “Term”).

3.Compensation.

(a)In the event that, during the Term, as a direct result of the efforts of the Consultant, the Company enters into (i) a written agreement with Cleveland Clinic (the “Clinic”) and/or Case Western Reserve University School of Medicine (the “Medical School”) with regard to a strategic alliance, sponsored research agreement, licensing of the Clinic’s or Medical School’s clinical application or the Company’s use of stem cell-related technologies or (ii) a letter of intent with the Clinic and/or the Medical School with regard to the foregoing and during the Term or thereafter a definitive written agreement consistent with the letter of intent is entered into by the Company with the Clinic and/or the Medical School, the Company shall grant to the Consultant, pursuant to the Company’s 2010 Equity Participation Plan (the “Plan”), options to purchase five million (5,000,000) shares of common stock of the Company, such options to be exercisable for a period of five (5) years from the date of grant at an exercise price equal to the Fair Market Value (as defined in the Plan) of the Company’s shares of common stock at the time of grant.  Under no circumstances shall the Company be obligated to enter into an agreement with the Clinic and/or the Medical School, it being understood that the Company may reject any and all proposals made by the Clinic and/or the Medical School with regard thereto for any reason whatsoever.

(b)In the event that, prior to any grant of an option pursuant to paragraph (a) hereof, the outstanding common stock of the Company is changed by reason of any recapitalization, reclassification, stock split-up, combination of shares, reverse split, stock dividend or the like, an appropriate adjustment shall be made in the number of shares subject to such options.

(c)In the event that, prior to any grant of an option pursuant to paragraph (a) hereof, the Company shall be reorganized, consolidated, or merged with another entity, then the options to be granted shall instead be for the same number and kind of shares of stock or the same amount of property, cash or securities as a holder of the number of shares of common stock issuable upon the exercise of such options would have been entitled to receive upon the happening of any such corporate event.

4.Reimbursement of Expenses.

(a)The Company will reimburse the Consultant for all reasonable expenses incurred by the Consultant in the performance of his duties during the Term.  In no event shall the Consultant incur expenses during the Term in excess of one thousand dollars ($1,000) in the aggregate without the prior written consent of the Chief Executive Officer of the Company.

(b)The Consultant shall submit to the Company, not less than once in each calendar month, reports of such expenses in form normally used by the Company and receipts with respect thereto and the Company's obligations under this Section 4 shall be subject to compliance therewith.

5.Discoveries; Confidential Information.

(a)The Consultant agrees to disclose promptly in writing to the Chief Executive Officer of the Company all ideas, processes, methods, devices, business concepts, inventions, improvements, discoveries, know-how and other creative achievements (hereinafter referred to collectively as “Discoveries”), whether or not the same or any part thereof is capable of being patented, trademarked, copyrighted, or otherwise protected, which the Consultant, while retained by the Company, conceives, makes, develops, acquires or reduces to practice, whether acting alone or with others and whether during or after usual working hours, and which are related to the Company's business, or are used or usable by the Company, or arise out of or in connection with the services performed by the Consultant.  The Consultant hereby transfers and assigns to the Company all right, title and interest in and to such Discoveries, including any and all domestic and foreign copyrights and patent and trademark rights therein and any renewals thereof.  On request of the Company, the Consultant will, without any additional compensation beyond that provided for in Section 3, from time to time during, and after the expiration or termination of, the Term, execute such further instruments (including applications for copyrights, patents, trademarks and assignments thereof) and do all such other acts and things as may be deemed necessary or desirable by the Company to protect and/or enforce its rights in respect of such Discoveries.  All expenses of filing or prosecuting any patent, trademark or copyright application shall be borne by the Company, but the Consultant shall cooperate in filing and/or prosecuting any such application.  Notwithstanding anything herein to the contrary, the provisions of this paragraph (a) shall only pertain to Discoveries that relate to the Services.

(b)The Consultant represents that he has been informed that it is the policy of the Company to maintain as secret all Confidential Information (as hereinafter defined) and further acknowledges that such Confidential Information is of great value to the Company.  The Consultant recognizes that, by reason of his consultant status with the Company, he has acquired and/or will acquire Confidential Information as aforesaid.  The Consultant confirms that it is reasonably necessary to protect the Company’s goodwill, and, accordingly, hereby agrees that he will not, directly or indirectly (except where authorized in writing by the Chief Executive Officer of the Company), at any time during the Term or thereafter divulge to any person, firm or other entity, or use, or cause or authorize any person, firm or other entity to use, any Confidential Information.

(c)The Consultant agrees that, upon the expiration or termination of this Agreement for any reason whatsoever, he shall promptly deliver to the Company any and all drawings, notebooks, software, data and other documents and material, whether in electronic format or otherwise, including all copies thereof, in or under his control relating to any Confidential Information or Discoveries, or which is otherwise the property of the Company.

(d)For purposes hereof, the term “Confidential Information” shall mean all information given to the Consultant, directly or indirectly, by the Company and all other information relating to the Company otherwise acquired by the Consultant during the course of his engagement by the Company (whether on or prior to the date hereof or hereafter), including any and all knowledge and information with respect to secret or confidential methods, processes, plans, materials, customer lists or data, or otherwise with respect to any confidential or secret aspect of the Company’s business and/or activities, other than information which (i) was in the public domain at the time furnished to, or acquired by, the Consultant, or (ii) thereafter enters the public domain other than through disclosure, directly or indirectly, by the Consultant or others in violation of an agreement of confidentiality or nondisclosure.

(e)All references in this Section 5 to the “Company” shall be deemed to include any and all subsidiaries and affiliates of the Company in existence on the date hereof and/or hereafter formed or acquired.

6.No Participation in Employee Benefit Plans.  The Consultant acknowledges and agrees that, since the Consultant is a consultant, he will not be accorded the right to participate in or receive benefits under any pension, profit sharing, medical insurance or other plan or program of the Company either in existence as of the Effective Date or thereafter adopted for the benefit of its employees.

7.Independent Contractor. The relationship created hereunder is that of the Consultant acting as an independent contractor.  It is expressly acknowledged and agreed that the Consultant shall not have any authority to bind the Company to any agreement or obligation with any third party.  The Consultant acknowledges and agrees further that, since he is not an employee of the Company, the Company shall not be responsible for the withholding or payment of any taxes.

8.Injunctive Relief.  The Consultant acknowledges and agrees that, in the event he shall violate or threaten to violate any of the restrictions of Section 5 hereof, the Company will be without an adequate remedy at law and will therefore be entitled to enforce such restrictions by temporary or permanent injunctive or mandatory relief in any court of competent jurisdiction without the necessity of proving damages or posting any bond or other security.

9.No Restrictions.  The Consultant hereby represents that neither the execution of this Agreement nor the Consultant’s performance hereunder will (a) violate, conflict with or result in a breach of any provision of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under the terms, conditions or provisions of any contract, agreement or other instrument or obligation to which the Consultant is a party, or by which he may be bound, or (b) violate any order, judgment, writ, injunction, decree, statute, rule or regulation applicable to the Consultant.  In the event of a breach hereof, in addition to the Company's right to terminate this Agreement, the Consultant shall indemnify the Company and hold it harmless from and against any and all claims, losses, liabilities, costs and expenses (including reasonable attorneys' fees) incurred or suffered in connection with or as a result of the Company's entering into this Agreement or engaging the Consultant hereunder.

10.Investment Representations.   (a) The Consultant understands and agrees that the Company is relying and may rely upon the following representations and warranties made by him in entering into this Agreement:

(i)The Consultant recognizes that the acquisition of the shares of common stock issued upon the exercise of the options (the “Options”) that may be granted to him pursuant to Section 3 (the “Shares”) involves a high degree of risk and is suitable only for persons of adequate financial means who have no need for liquidity in this investment in that (i) the Consultant may not be able to liquidate his investment in the event of emergency; (ii) transferability is extremely limited; and (iii) he could sustain a complete loss of his investment.

(ii)The Consultant represents that he (i) is competent to understand and does understand the nature of his investment in the Shares; and (ii) is able to bear the economic risk of  his investment in the Shares.

(iii)The Consultant represents that he is an “accredited investor,” as such term is defined in Rule 501 of Regulation D promulgated under the Securities Act of 1933, as amended (the “1933 Act”).  The Consultant meets the requirements of at least one of the suitability standards for an “accredited investor” as set forth on the Accredited Investor Certification contained herein.

(iv)The Consultant represents that he has significant prior investment experience, including investment in restricted securities.

(v)The Consultant represents that he has reviewed all information regarding the Company that has been filed with the Pink OTC Markets.  The Consultant also represents that he has been furnished by the Company with all information regarding the Company which  he had requested or desired to know; that all documents which could be reasonably provided have been made available for his inspection and review; that he has been afforded the opportunity to ask questions of and receive answers from duly authorized representatives of the Company concerning the Company; and that he has had the opportunity to consult with his own tax or financial advisor concerning an investment in the Company.

(vi)The Consultant represents that, in the event of the grant and exercise of any Options, the Shares will be acquired for his own account, for investment and not for distribution to others.  The Consultant agrees that he will not sell, transfer or otherwise dispose of the Shares, or any portion thereof, unless they are registered under the 1933 Act or unless an exemption from such registration is available.

(vii)The Consultant consents to the placement of a legend on the Shares stating that they have not been registered under the 1933 Act and setting forth or referring to the restrictions on transferability and sale thereof.  The Consultant is aware that the Company will make a notation in its appropriate records with respect to the restrictions on the transferability of the Shares.

(viii)THE SHARES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATES AND, IN THE EVENT OF THE GRANT OF THE OPTIONS, WILL BE OFFERED AND SOLD IN RELIANCE ON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF SAID ACT AND SUCH LAWS.  IN THE EVENT OF THE GRNAT AND EXERCISE OF ANY OPTIONS, THE ISSUED SHARES WILL BE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER SAID ACT AND SUCH LAWS PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM.  THE SHARES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION, ANY STATE SECURITIES COMMISSION OR ANY OTHER REGULATORY AUTHORITY.  ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL.

(b)In the event of the grant to, and exercise by, the Consultant of any Options, the Consultant shall be required, as a condition to the issuance of the Shares, to make the representations and warranties provided for in this Section 10 (updated to give effect to subsequent events).

11.Assignment.  This Agreement, as it relates to the retention of the Consultant as a consultant, is a personal contract and the rights and interests of the Consultant hereunder may not be sold, transferred, assigned, pledged or hypothecated.

12.Notices.  Any notice required or permitted to be given pursuant to this Agreement shall be deemed to have been duly given when delivered by hand or sent by certified or registered mail, return receipt requested and postage prepaid, overnight mail or telecopier as follows:

If to the Company:

555 Heritage Drive, Suite 121

Jupiter, Florida  33458

Attention:  Mark Weinreb, Chief Executive Officer

Telecopier Number:  (954) 827-0644

With a copy to:

Certilman Balin Adler & Hyman, LLP

90 Merrick Avenue

East Meadow, New York 11554

Attention:  Fred Skolnik, Esq.

Telecopier Number: (516) 296-7111

If to the Consultant

Joseph Ross, M.D., F.A.C.S.

c/o Envision Eye Specialist

295 SE US Hwy. 19

Crystal River, Florida  34429

Telecopier Number: (352) 563-2598

or at such other address as either party shall designate by notice to the other party given in accordance with this Section 12.

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13.Choice of Law.  This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York, excluding choice of law principles thereof.

14.Waiver of Breach; Partial Invalidity.  The waiver by either party of a breach of any provision of this Agreement shall not operate or be construed as a waiver of any subsequent breach.  If any provision, or part thereof, of this Agreement shall be held to be invalid or unen­forceable, such invalidity or unenforceability shall attach only to such provision and not in any way affect or render invalid or unenforceable any other provisions of this Agreement, and this Agreement shall be carried out as if such invalid or unenforceable provision, or part thereof, had been reformed, and any court of competent jurisdiction is authorized to so reform such invalid or unenforceable provision, or part thereof, so that it would be valid, legal and enforceable to the fullest extent permitted by applicable law.

15.Entire Agreement.  This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and there are no representations, warranties or commitments except as set forth herein.  This Agreement supersedes all prior agreements, understandings, negotiations and discussions, whether written or oral, of the parties hereto relating to the subject matter hereof.  This Agreement may be amended only by a writing executed by the parties hereto.

16.Execution in Counterparts.  This Agreement may be executed in counterparts, each of which shall be deemed to be an original, but both of which together shall constitute one and the same instrument.

17.Facsimile and Email Signatures.  Signatures hereon which are transmitted via facsimile or email shall be deemed original signatures.

18.Construction.  As used in this Agreement, the word “including” and its variants shall mean “including, without limitation.”

19.Representation by Counsel.  The Consultant acknowledges that he has been represented by counsel, or has been afforded the opportunity to be represented by counsel, in connection with this Agreement.  Accordingly, any rule or law or any legal decision that would require the interpretation of any claimed ambiguities in this Agreement against the party that drafted it has no application and is expressly waived by the Consultant.  The provisions of this Agreement shall be interpreted in a reasonable manner to give effect to the intent of the Consultant and the Company.

[Remainder of page intentionally left blank.  Signature page follows.]

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IN WITNESS WHEREOF, the Consultant and the Company have executed, or have caused to be duly executed, this Agreement as of the day and year above written.

STEM CELL ASSURANCE, INC.
By:	/s/ Mark Weinreb
	Mark Weinreb, Chief Executive Officer

/s/ Joseph Ross

Joseph Ross, M.D., F.A.C.S.

SCHEDULE A

SERVICES

·   Consultation, assistance and travel in connection with the Company’s efforts to enter into an agreement with Cleveland Clinic and/or Case Western Reserve University School of Medicine with regard to a strategic alliance, sponsored research agreement, licensing of either entity’s clinical application or the Company’s use of stem cell-related technologies.

STEM CELL ASSURANCE, INC.

Accredited Investor Certification

(Initial the appropriate box(es))

The undersigned represents and warrants that it is an “accredited investor” based upon the satisfaction of one or more of the following criteria:

    JR (1) he or she is a natural person who has a net worth or joint net worth with his or her spouse in excess of $1,000,000 at the time of his or her purchase; or

    JR (2) he or she is a natural person who had an individual income in excess of $200,000 in each of the two most recent years or a joint income with his or her spouse in excess of $300,000 in each of those years and has a reasonable expectation of reaching the same income level in the current year; or

_____ (3) he or she is a director or executive officer of the Company; or

_____ (4) it is either (a) a bank as defined in Section 3(a)(2) of the Securities Act or a savings and loan association or other institution as defined in Section 3(a)(5)(A) of the Securities Act, whether acting in its individual or fiduciary capacity, (b) a broker or dealer registered pursuant to Section 15 of the Securities Exchange Act of 1934, (c) an insurance company as defined in Section 2(13) of the Securities Act, (d) an investment company registered under the Investment Company Act of 1940 or a business development company as defined in Section 2(a)(48) of such act, (e) a small business investment company licensed by the United States Small Business Administration under Section 301(c) or (d) of the Small Business Investment Act of 1958, (f) a plan established and maintained by a state or its political subdivisions, or any agency or instrumentality of a state or its political subdivisions, for the benefit of its employees, if such plan has total assets in excess of $5,000,000 or (g) an employee benefit plan within the meaning of Title I of the Employee Retirement Income Security Act of 1974, if the investment decision is made by a plan fiduciary, as defined in Section 3(21) of such act, which plan fiduciary is a bank, savings and loan association, an insurance company or a registered investment advisor, or if the employee benefit plan has total assets in excess of $5,000,000 or, if a self-directed plan, with investment decisions made solely by persons who otherwise meet these suitability standards; or

_____ (5) it is a private business development company as defined in Section 202(a)(22) of the Investment Advisers Act of 1940; or

_____ (6) it is an organization described in Section 501(c)(3) of the Internal Revenue Code of 1986, as amended, a corporation, a Massachusetts or similar business trust or a partnership not formed for the specific purpose of acquiring the Common Shares offered hereby, with total assets in excess of $5,000,000; or

_____ (7) it is a trust, with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring the Common Shares, whose purchase is directed by a sophisticated person who has such knowledge and experience in financial and business matters that he or she is capable of evaluating the merits and risks of the prospective investment; or

_____ (8) it is a corporation, partnership or other entity, and each and every equity owner of such entity initials a separate Accredited Investor Certification pursuant to which it, he or she certifies that it, he or she meets the qualifications set forth in either (1), (2), (3), (4), (5), (6) or (7) above.

As used in (1) above, the term “net worth” means the excess of total assets over total liabilities.  In determining income, an investor should add to his or her adjusted gross income any amounts attributable to tax-exempt income received, losses claimed as a limited partner in any limited partnership, deductions claimed for depletion, contributions to an IRA or Keogh retirement plan, alimony payments and any amount by which income from long-term capital gains has been reduced in arriving at adjusted gross income.

/s/ Joseph Ross

Joseph Ross, M.D., F.A.C.S.