COLLATERAL AGENT AGREEMENT

                                                                    Exhibit 10.3

                           COLLATERAL AGENT AGREEMENT
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         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.
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                  (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.
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                  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

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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
Agent will not be required to act hereunder in connection with Notes the
issuance of which was not disclosed in writing to the Collateral Agent nor will
the Collateral Agent be required to act on behalf of any assignee of Notes
without the written consent of Collateral Agent.

         3.       Action by the Majority in Interest.
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                  (a)      Certain Actions. Each of the Lenders covenants and
agrees that only a Majority in Interest shall have the right, but not the
obligation, to undertake the following actions (it being expressly understood
that less than a Majority in Interest hereby expressly waive the following
rights that they may otherwise have under the Borrower Documents):

                           (i)      Acceleration. If an Event of Default occurs,
after the applicable cure period, if any, a Majority in Interest may, on behalf
of all the Lenders, instruct the Collateral Agent to provide to Debtors notice
to cure such default and/or declare the unpaid principal amount of the Notes to
be due and payable, together with any and all accrued interest thereon and all
costs payable pursuant to such Notes;

                           (ii)     Enforcement. Upon the occurrence of any
Event of Default after the applicable cure period, if any, a Majority in
Interest may instruct the Collateral Agent to proceed to protect, exercise and
enforce, on behalf of all the Lenders, their rights and remedies under the
Borrower Documents against Debtors, and such other rights and remedies as are
provided by law or equity; and

                           (iii)    Waiver of Past Defaults. A Majority in
Interest may instruct the Collateral Agent to waive any Event of Default by
written notice to Debtors, and the other Lenders.

                  (b)      Permitted Subordination. A Majority in Interest may
instruct the Collateral Agent to agree to subordinate any Collateral to any
claim and may enter into any agreement with Debtors to evidence such
subordination; provided, however, that subsequent to any such subordination,
each Note shall remain pari passu with the other Notes held by the Lenders.

                  (c)      Further Actions. A Majority in Interest may instruct
the Collateral Agent to take any action that it may take under this Agreement by
instructing the Collateral Agent in writing to take such action on behalf of all
the Lenders.

                  (d)      Majority in Interest. For so long as any obligations
remain outstanding on the Notes, Majority in Interest for the purposes of this
Agreement and the Security Agreement shall mean Lenders who hold not less than
sixty-five percent of the outstanding principal amount of the Notes.

         4.       Power of Attorney.
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                  (a)      To effectuate the terms and provisions hereof, the
Lenders hereby appoint the Collateral Agent as their attorney-in-fact (and the
Collateral Agent hereby accepts such appointment) for the purpose of carrying
out the provisions of this Agreement including, without limitation, taking any
action on behalf of, or at the instruction of, the Majority in Interest at the
written direction of the Majority in Interest and executing any consent
authorized pursuant to this Agreement and taking any action and executing any
instrument that the Collateral Agent may deem necessary or advisable (and
lawful) to accomplish the purposes hereof.

                  (b)      All acts done under the foregoing authorization are
hereby ratified and approved and neither the Collateral Agent nor any designee
nor agent thereof shall be liable for any acts of commission or omission, for
any error of judgment, for any mistake of fact or law except for acts of gross
negligence or willful misconduct.

                  (c)      This power of attorney, being coupled with an
interest, is irrevocable while this Agreement remains in effect.

         5.       Expenses of the Coll