MATERIAL TRANSFER AGREEMENT

            This Material Transfer Agreement (the "Agreement") effective as of March 24, 2008 (the "Effective Date") is made by and between America Stem Cell, Inc., a California corporation located at 135 Chinquapin Avenue, Carlsbad, CA 92008 ("ASC" or "Recipient"), and Dara BioSciences, Inc. located at 8601 Six Forks Road, Suite 160, Raleigh, NC 27615 ("Dara BioSciences, Inc."). ASC and Dara BioSciences, Inc. are referred to herein as a "Party" and collectively as the "Parties."

1.         Materials .

(a)        Dara BioSciences, Inc. is willing to transfer to Recipient the materials specified on Appendix A hereto ("Materials"), for the sole purpose of conducting preclinical efficacy research to establish the efficacy of Dara BioSciences, Inc.'s compounds for ex-vivo treatment of cord blood derived stem cells relative to promoting their homing/engraftment (the "Purpose").

(b)        The Materials and their use, including but not limited to cell homing and engraftment, are proprietary to Dara BioSciences, Inc., and Recipient acknowledges that the Materials and their use shall remain the sole and exclusive property of Dara BioSciences, Inc. Recipient shall retain control of Materials and shall not sell, transfer, disclose, distribute or otherwise release Materials or any progeny, derivative or part thereof, to any third party other than as permitted herein.

2.         Research Program . Recipient may use the Materials to conduct preclinical efficacy research to establish the efficacy of Dara BioSciences, Inc.' compounds identified on Appendix A for ex-vivo treatment of cord blood derived stem cells relative to promoting their homing/engraftment as specified in greater detail in Appendix B (the "Research Program").

3.         Limitation of Use . The Materials will be used by ASC only for the Purpose. The Materials shall not be used by ASC for commercial purposes or in human subjects.

4.         Reports . Recipient will furnish and provide Dara BioSciences, Inc. with a written summary of the experiments conducted by Recipient during the Research Program within thirty (30) days of the conclusion of the Research Program or the expiration of the Term, whichever is sooner (hereinafter, the results of the Research Program and any experiments and analysis thereof conducted by Recipient shall be referred to collectively as the "Results"). The documented Results shall be sent to John Didsbury, CSO, Dara BioSciences, Inc.

5.         Confidential Information . The Parties agree that, during the Term and following the expiration of this Agreement as hereinafter provided for, they shall not use, except as needed for the purposes of this Agreement or expressly permitted under this Agreement or disclose to any third party, any Confidential Information of the other Party without the prior written consent of the Party providing the Confidential Information. For purposes of this Agreement, "Confidential Information" means all information, in whatever format or medium delivered, reagents, tangible materials, procedures, data, results, conclusions, know-how, experience, trade secrets, or other proprietary information disclosed or provided by either of the Parties (the "Disclosing Party") to the other (the "Receiving Party") in connection