Revenue Sharing Agreement

EXHIBIT 10.3


REVENUE SHARING AGREEMENT


This REVENUE SHARING AGREEMENT is made as of the 3/rd/ day of October, 2002, between Stem Cell Preservation Technologies, Inc. ("Company") and CRYO-CELL International Inc. ("Purchaser").


Preamble


WHEREAS, Company stores stem cell specimens for its customers ("Primary Stored Specimens") and charges its customers a fee for such storage, as well as a fee for storage of stem cell specimens from the same customer for backup purposes ("Secondary Specimens"); and


WHEREAS, Purchaser desires to purchase the opportunity to share in revenues received by Company with respect to Primary Stored Specimens received from residents of the States of Illinois and New York.


ACCORDINGLY, in consideration of the mutual covenants contained herein, and for other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree to the following:


1. Revenue Sharing.


(a) Simultaneously with the execution of this Agreement, Purchaser shall deliver to Company $600,000, and shall no later than December 10, 2002, deliver to Company 645,161 shares of CRYO-CELL common stock which has not been registered and is subject to the SEC Rule 144 holding period.


(b) The Company agrees to pay to Purchaser $17.50 per year (the "Revenue Share") for each Primary Stored Specimen as follows:


Purchaser shall be entitled to a Revenue Share with respect to all Primary Stored Specimens received from residents of the States of Illinois and New York until such time as the Company is storing 50,000 such specimens from each state respectively (the "Revenue Share Specimens"). Once the 50,000 stored specimen level is reached for each state, Purchaser shall not be entitled to any further Revenue Sharing over and above the aforementioned ongoing 50,000 paid for specimens. However, if one or more of the Revenue Sharing Specimens is removed from storage, Purchaser will be entitled to a Revenue Share with respect to the next Primary Stored Specimens received by the Company from a resident of either Illinois or ...