COLLATERAL AGENT AGREEMENT

                           --------------------------



         COLLATERAL AGENT AGREEMENT (this "Agreement") dated as of November 16,

2006, among Barbara R. Mittman (the "Collateral Agent"), and the parties

identified on Schedule A hereto (each, individually, a "Lender" and

collectively, the "Lenders"), who hold or will acquire promissory Notes issued

or to be issued by Stem Cell Innovations, Inc. ("Parent"), a Delaware

corporation, at or about the date of this Agreement as described in the Security

Agreement referred to in Section 1(a) below (collectively herein the "Notes").



         WHEREAS, the Lenders have made, are making and will be making loans to

Parent to be secured by certain collateral; and



         WHEREAS, it is desirable to provide for the orderly administration of

such collateral by requiring each Lender to appoint the Collateral Agent, and

the Collateral Agent has agreed to accept such appointment and to receive, hold

and deliver such collateral, all upon the terms and subject to the conditions

hereinafter set forth; and



         WHEREAS, it is desirable to allocate the enforcement of certain rights

of the Lenders under the Notes for the orderly administration thereof.



         NOW, THEREFORE, in consideration of the premises set forth herein and

for other good and valuable consideration, the parties hereto agree as follows:



         1.       Collateral.

                  ----------



                  (a)      Contemporaneously with the execution and delivery of

this Agreement by the Collateral Agent and the Lenders, (i) the Collateral Agent

has or will have entered into a Security Agreement among the Collateral Agent,

Parent and Stem Cell Innovations BV, a Netherlands corporation, Amphioxus Cell

Technologies, Inc., a Delaware corporation (each a "Guarantor" and together with

Parent, "Debtors") ("Security Agreement"), regarding the grant of a security

interest in assets owned by Debtors (such assets are referred to herein and in

the Security Agreement as the "Collateral") to the Collateral Agent, for the

benefit of the Lenders, (ii) Parent is issuing the Notes to the Lenders pursuant

to a "Subscription Agreement" dated at or about the date of this Agreement.

Collectively, the Security Agreement, the Notes and Subscription Agreement and

other agreements referred to therein are referred to herein as "Borrower

Documents".



                  (b)      The Collateral Agent hereby acknowledges that any

Collateral held by the Collateral Agent is held for the benefit of the Lenders

in accordance with this Agreement and the Borrower Documents. No reference to

the Borrower Documents or any other instrument or document shall be deemed to

incorporate any term or provision thereof into this Agreement unless expressly

so provided.



                  (c)      The Collateral Agent is to distribute in accordance

with the Borrower Documents any proceeds received from the Collateral which are

distributable to the Lenders in proportion to their respective interests in the

Obligations as defined in the Security Agreement.



         2.       Appointment of the Collateral Agent.

                  -----------------------------------



                  The Lenders hereby appoint the Collateral Agent (and the

Collateral Agent hereby accepts such appointment) to take any action including,

without limitation, the registration of any Collateral in the name of the

Collateral Agent or its nominees prior to or during the continuance of an Event

of Default (as defined in the Borrower Documents), the exercise of voting rights



                                       1

{PAGE}



upon the occurrence and during the continuance of an Event of Default, the

application of any cash collateral received by the Collateral Agent to the

payment of the Obligations, the making of any demand under the Borrower

Documents, the exercise of any remedies given to the Collateral Agent pursuant

to the Borrower Documents and the exercise of any authority pursuant to the

appointment of the Collateral Agent as an attorney-in-fact pursuant to the

Security Agreement that the Collateral Agent deems necessary or proper for the

administration of the Collateral pursuant to the Security Agreements. Upon

disposition of the Collateral in accordance with the Borrower Documents, the

Collateral Agent shall promptly distribute any cash or Collateral in accordance

with Section 10.4 of the Security Agreement. Lenders must notify Collateral

Agent in writing of the issuance of Notes to Lenders by Debtor. The Collateral

Home        Intelligence        Services        Subscriptions        News        About Us

Contact Us       Terms of Use       Resend Documents       Shopping Cart

Copyright © 2008 The Consus Group LLC