This agreement is entered into this 12th day of January, 2005, by and Pluristem Life Systems, Inc. (PLRS), a
Nevada Corporation (the "Company"), with a business address at Matam Centre, Building20, Haifa, 31905. Israel
and Carlthon Corp ("Finder"), with an address at 9411 Shore Road, Apt. 6A, Brooklyn, NY 11209.
WHEREAS , Finder wishes to make to the Company, and the Company wishes to receive from Finder,
introductions for the purpose of identifying potential investors in the Company.
NOW, THEREFORE , in consideration of the mutual promises set forth hereinafter, the parties agree as
1. Finder's Fee . As result of Finder introducing Brody, Corso, De Franceso, Grecos', Inserras',
Klier, Johnson, Monteforte, Perez, Short and Walter in the amount of $1,2000,000. As payment for first
introducing the Company to the investors, the Company shall pay to Finder, for services rendered, a
finder's fee payable by issuance of 10% in the share amount of the deal (the "Shares") of the Company's
common stock, par value $0.00001 (the "Common Stock") to Finder, within three (3) business days of
the date hereof. For an example, $1,200,000 invested equals 1,200,000 shares of the Company's common
stock. To the Finder as a fee.
2. Restricted Shares. The Finder understands that the Shares are restricted securities, the sale
or transfer of which is governed by Rule 144 (the "Rule") promulgated under the Securities Act, which
requires, among other conditions, a one-year holding period prior to the resale (in limited amounts) of
securities acquired to a non-public offering without having to satisfy the registration requirements
under the Securities Act. The Finder agrees that he will not sell or otherwise transfer the Share, unless
the Shares are registered under the Securities Act or unless an exemption from such registration is
The Finder consents to the placement of the following legend on a certificate or other document