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                                                                    EXHIBIT 10.4

                    STEM CELL PRESERVATION TECHNOLOGIES, INC.
                 2002 STOCK OPTION AND EQUITY COMPENSATION PLAN

     1. GRANT OF RESTRICTED STOCK AND EQUITY COMPENSATION OPTIONS; GENERALLY. In
accordance with the provisions hereinafter set forth in this stock option plan,
the name of which is the STEM CELL PRESERVATION TECHNOLOGIES, INC. Amended and
Restated 2002 STOCK OPTION AND EQUITY COMPENSATION PLAN (the "Plan"), the Board
of Directors (the "Board") or the Compensation Committee (the "Committee") of
Stem Cell Preservation Technologies, Inc. (the "Corporation") is hereby
authorized to issue from time to time on the Corporation's behalf to any one or
more Eligible Persons, as hereinafter defined, restricted stock or options to
acquire shares of the Corporation's $.0001 par value common stock (the "Stock").

     The Committee shall have the sole authority to (i) determine the
individuals to whom grants shall be made under the Plan, (ii) determine the
type, size and terms of the grants to be made to each such individual, (iii)
determine the time when the grants will be made and the duration of any
applicable exercise or restriction period, including the criteria for
exercisability and the acceleration of exercisability and (iv) deal with any
other matters arising under the Plan.

     The Committee shall have full power and authority to administer and
interpret the Plan, to make factual determinations and to adopt or amend such
rules, regulations, agreements and instruments for implementing the Plan and for
the conduct of its business as it deems necessary or advisable, in its sole
discretion. The Committee's interpretations of the Plan and all determinations
made by the Committee pursuant to the powers vested in it hereunder shall be
conclusive and binding on all persons having any interest in the Plan or in any
awards granted hereunder. All powers of the Committee shall be executed in its
sole discretion, in the best interest of the Company, not as a fiduciary, and in
keeping with the objectives of the Plan and need not be uniform as to similarly
situated individuals.

     2. TYPE OF GRANTS.

        (a) The Board or the Committee is authorized to issue options which meet
the requirements of Section 422 of the Internal Revenue Code of 1986, as amended
(the "Code"), which options are hereinafter referred to collectively as
Incentive Stock Options (ISOs or singularly as an ISO).

        (b) The Board or the Committee is authorized to issue options which are
not ISOs, which options are hereinafter referred to collectively as
Non-Qualified Stock Options (NSOs or singularly as an NSO).

        (c) The Board or the Committee is authorized to issue "Reload Options"

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in accordance with Paragraph 8 herein, which options are hereinafter referred to
collectively as Reload Options, or singularly as a Reload Option.

        (d) The Board or the Committee is authorized to issue Restricted Stock
as described in Section 5 ("Restricted Stock").

        (e) The Board or the Committee is authorized to issue Stock Appreciation
Rights as described in Section10 (Stock Appreciation Rights").

     3. AMOUNT OF STOCK. The aggregate number of shares of Stock in the Plan
which may be issued or purchased pursuant to the exercise of Options shall be
2,500,000 shares. Of this amount, the Board or the Committee shall have the
power and authority to designate whether any Options so issued shall be ISOs or
NSOs, subject to the restrictions on ISOs contained elsewhere herein. If an
Option ceases to be exercisable, in whole or in part, the shares of Stock
underlying such Option shall continue to be available under this Plan. Further,
if shares of Stock are delivered to the Corporation as payment for shares of
Stock purchased by the exercise of an Option granted under this Plan, such
shares of Stock shall also be available under this Plan. If there is any change
in the number of shares of Stock on account of the declaration of stock
dividends, recapitalization resulting in stock split-ups, or combinations or
exchanges of shares of Stock, or otherwise, the number of shares of Stock
available for purchase upon the exercise of Options, the shares of Stock subject
to any Option and the exercise price of any outstanding Option shall be
appropriately adjusted by the Board or the Committee. The Board or the Committee
shall give notice of any adjustments to each Eligible Person granted an Option
under this Plan, and such adjustments shall be effective and binding on all
Eligible Persons. If, because of one or more recapitalizations, reorganizations
or other corporate events, the holders of outstanding Stock receive something
other than shares of Stock then, upon exercise of an Option, the Eligible Person
will receive what the holder would have owned if the holder had exercised the
Option immediately before the first such corporate event and not disposed of
anything the holder received as a result of the corporate event.

     4. ELIGIBLE PERSONS.

        (a) With respect to ISOs, an Eligible Person means any individual who
has been employed (provided that a bona fide employer/employee relationship
exists) by the Corporation or by any subsidiary of the Corporation, for a
continuous period of at least sixty (60) days.

        (b) With respect to NSOs and Stock Appreciation Rights, an Eligible
Person means (i) any individual who has been employed by the Corporation or by
any subsidiary of the Corporation, for a continuous period of at least sixty
(60) days, (ii) any director of the Corporation or of any subsidiary of the
Corporation or (iii) any consultant of the Corporation or of any subsidiary of
the Corporation.

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        (c) With respect to Restricted Stock Grants, all employees of the
Company and its subsidiaries, including employees who are officers or members of
the Board, and members of the Board who are not employees shall be eligible to
participate in the Plan. Key advisors and consultants who perform services to
the Company or any of its subsidiaries ("Key Advisors") shall be eligible to
participate in the Plan if the Key Advisors render bona fide services and such
services are not in connection with the offer or sale of securities in a
capital-raising transaction.

     5. GRANTS OF RESTRICTED STOCK. The Board or the Committee may issue or
transfer shares of Company Stock to an Eligible Person under a Grant of
Restricted Stock, upon such terms as the Board or the Committee deems
appropriate. At no time may the Board or the Committee grant in excess of
1,000,000 shares of Restricted Stock. If there is any change in the number of
shares of Stock on account of the declaration of stock dividends,
recapitalization resulting in stock split-ups, or combinations or exchanges of
shares of Stock, or otherwise, the number of shares of Stock available under a
Grant of Restricted Stock shall be appropriately adjusted by the Board or the
Committee. The following provisions are applicable to Restricted Stock, unless
otherwise provided for in the Grant:

        (a) GENERAL REQUIREMENTS. Shares of Company Stock issued or transferred
pursuant to Grants of Restricted Stock may be issued or transferred for
consideration or for no consideration, as determined by the Board or the
Committee. The Board or the Committee may establish conditions under which
restrictions on shares of Restricted Stock shall lapse over a period of time or
according to such other criteria as the Board or the Committee deems
appropriate. The period of time during which the Restricted Stock will remain
subject to restrictions will be designated in the Grant Form as the "Restriction
Period."

        (b) NUMBER OF SHARES/DISCOUNT. The Board or the Committee shall
determine the number of shares of Company Stock to be issued or transferred
pursuant to a Grant of Restricted Stock and the restrictions applicable to such
shares. The Board or the Committee may make Grants of Restricted Stock at up to
a 10% discount to market at the time of Grant.

        (c) REQUIREMENT OF EMPLOYMENT. If the Grantee ceases to be employed by
the Company during a period designated in the Grant Form as the Restriction
Period, or if other specified conditions are not met, the Grant of Restricted
Stock shall terminate as to all shares covered by the Grant as to which the
restrictions have not lapsed, and those shares of Company Stock must be
immediately returned to the Company. The Board or the Committee may, however,
provide for complete or partial exceptions to this requirement as it deems
appropriate.

        (d) RESTRICTIONS ON TRANSFER AND LEGEND ON STOCK CERTIFICATE. During the
Restriction Period, a Grantee may not sell, assign, transfer, pledge or
otherwise dispose of the shares of Restricted Stock except to a Successor

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Grantee under Section 5(h). Each certificate for a share of Restricted Stock
shall contain a legend giving appropriate notice of the restrictions in the
Grant. The Grantee shall be entitled to have the legend removed from the stock
certificate covering the shares subject to restrictions when all restrictions on
such shares have lapsed. The Board or the Committee may determine that the
Company will not issue certificates for shares of Restricted Stock until all
restrictions on such shares have lapsed, or that the Company will retain
possession of certificates for shares of Restricted Stock until all restrictions
on such shares have lapsed.

        (e) RIGHT TO VOTE AND TO RECEIVE DIVIDENDS. Unless the Board or the
Committee determines otherwise, during the Restriction Period, the Grantee shall
have the right to vote shares of Restricted Stock and to receive any dividends
or other distributions paid on such shares, subject to any restrictions deemed
appropriate by the Board or the Committee.

        (f) LAPSE OF RESTRICTIONS. All restrictions imposed on Restricted Stock
shall lapse upon the expiration of the applicable Restriction Period and the
satisfaction of all conditions imposed by the Board or the Committee. The Board
or the Committee may determine, as to any or all Grants of Restricted Stock,
that the restrictions shall lapse without regard to any Restriction Period.

        (g) PERFORMANCE BASED COMPENSATION. The Board or the Committee may grant
Restricted Stock to an employee covered under Section 162(m) of the Code that
vests upon the attainment of performance targets for the Company which are
related to one or more of the following performance goals: (i) pre-tax income,
(ii) operating income, (iii) cash flow, (iv) earnings per share, (v) return on
equity, (vi) return on invested capital or assets and (vii) cost reductions or
savings. To the extent necessary to comply with the performance-based
compensation requirements of Section 162(m)(4)(c) of the Code, with respect to
Restricted Stock which may be granted to one or more employees covered under
Section 162(m) of the Code, no later than ninety days following the commencement
of any fiscal year in question or any other designated fiscal period, the Board
or the Committee shall, in writing, (i) designate the employees covered under
Section 162(m) of the Code, (ii) select the performance goal or goals applicable
to the fiscal year or other designated fiscal period, (iii) establish the
various targets and bonus amounts which may be earned for such fiscal year or
other designated fiscal period and (iv) specify the relationship between
performance goals and targets and the amounts to be earned by each Section
162(m) participant for such fiscal year or other designated fiscal period.
Following the completion of each fiscal year or other designated fiscal period,
the Board or the Committee shall certify in writing whether the applicable
performance target has been achieved for such fiscal year or other designated
fiscal period. In determining the amount earned by a Section 162(m) participant,
the Board or the Committee shall have the right to reduce (but not to increase)
the amount payable at a given level of performance to take into account
additional factors that the Board or the Committee may deem relevant to the
assessment of individual or corporate performance for the fiscal year or other

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designated fiscal period.

        (h) NONTRANSFERABILITY OF GRANTS. Except as provided below, only the
Grantee may exercise rights under a Grant during the Grantee's lifetime. A
Grantee may not transfer those rights except by will or by the laws of descent
and distribution or, with respect to Grants other than Incentive Stock Options,
and then only if and to the extent permitted in any specific case by the
Committee, pursuant to a domestic relations order (as defined under the Code or
Title I of the Employee Retirement Income Security Act of 1974, as amended, or
the regulations thereunder). When a Grantee dies, the personal representative or
other person entitled to succeed to the rights of the Grantee ("Successor
Grantee") may exercise such rights. A Successor Grantee must furnish proof
satisfactory to the Company of his or her right to receive the Grant under the
Grantee's will or under the applicable laws of descent and distribution.

     6. GRANT OF OPTIONS. The Board or the Committee has the right to issue the
Options established by this Plan to Eligible Persons. The Board or the Committee
shall follow the procedures prescribed for it elsewhere in this Plan. A grant of
Options shall be set forth in a writing signed on behalf of the Corporation or
by a majority of the members of the Committee. The writing shall identify the
terms and conditions of the Stock Grant or whether the Option being granted is
an ISO or an NSO and shall set forth the terms which govern the Option. The
terms shall be determined by the Board or the Committee, and may include, among
other terms, the number of shares of Stock that may be acquired pursuant to the
exercise of the Options, when the Options may be exercised, the period for which
the Option is granted and including the expiration date, the effect on the
Options if the Eligible Person terminates employment and whether the Eligible
Person may deliver shares of Stock to pay for the shares of Stock to be
purchased by the exercise of the Option. However, no term shall be set forth in
the writing which is inconsistent with any of the terms of this Plan. The terms
of an Option granted to an Eligible Person may differ from the terms of an
Option granted to another Eligible Person, and may differ from the terms of an
earlier Option granted to the same Eligible Person.

     All Grants shall be subject to the terms and conditions set forth herein
and to such other terms and conditions as the Committee deems appropriate and as
are specified in writing by the Committee to the individual in a Grant Form (the
"Grant"). In the event there is an inconsistency between the terms of the Grant
Form and the terms of the Plan, the terms of the Grant Form shall govern. The
Committee shall approve the Grant Form and provisions of each Grant.

     7. OPTION PRICE. The option price per share shall be determined by the
Board or the Committee at the time any Option is granted, and shall be not less
than (i) in the case of an ISO, the fair market value, (ii) in the case of an
ISO granted to a ten percent or greater stockholder, 110% of the fair market
value, or (iii) in the case of an NSO, not less than 75% of the fair market
value (but in no event less than the par

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value) of one share of Stock on the date the Option is granted, as determined by
the Board or the Committee. Fair market value as used herein shall be:

         (a) If shares of Stock shall be traded on an exchange or
over-the-counter market, the mean between the high and low sales prices of Stock
on such exchange or over-the-counter market on which such shares shall be traded
on that date, or if such exchange or over-the-counter market is closed or if no
shares shall have traded on such date, on the last preceding date on which such
shares shall have traded.

         (b) If shares of Stock shall not be traded on an exchange or
over-the-counter market, the value as determined by a recognized appraiser as
selected by the Board or the Committee.

     8.  PURCHASE OF SHARES. An Option shall be exercised by the tender to the
Corporation of the full purchase price of the Stock with respect to which the
Option is exercised and written notice of the exercise. The purchase price of
the Stock shall be in United States dollars, payable in cash or by check, or in
property or Corporation stock, if so permitted by the Board or the Committee in
accordance with the discretion granted in Paragraph 6 herein, having a value
equal to such purchase price. The Corporation shall not be required to issue or
deliver any certificates for shares of Stock purchased upon the exercise of an
Option prior to (i) the filing with the Corporation (if requested by the
Corporation) by the Eligible Person of a representation in writing that it is
the Eligible Person's then present intention to acquire the Stock being
purchased for investment and not for resale, and/or (ii) the completion of any
registration or other qualification of such shares under any government
regulatory body, which the Corporation shall determine to be necessary or
advisable.

     9.  GRANT OF RELOAD OPTIONS. In granting an Option under this Plan, the
Board or the Committee may include a Reload Option provision therein, subject to
the provisions set forth in Paragraphs 22 and 23 herein. A Reload Option
provision provides that if the Eligible Person pays the exercise price of shares
of Stock to be purchased by the exercise of an ISO, NSO or another Reload Option
(the "Original Option") by delivering to the Corporation shares of Stock already
owned by the Eligible Person (the "Tendered Shares"), the Eligible Person shall
receive a Reload Option which shall be a new Option to purchase shares of Stock
equal in number to the tendered shares. The terms of any Reload Option shall be
determined by the Board or the Committee consistent with the provisions of this
Plan.

     10. STOCK APPRECIATION RIGHTS. The Board or the Committee may grant Stock
Appreciation Rights to participants who have been, or are being granted, Stock
Options under the Plan as a means of allowing such participants to exercise
their Stock Options without the need to pay the exercise price in cash. Stock
Appreciation Right means the right to receive from the Corporation, on surrender
of all or part of the

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related Stock Option, without a cash payment to the Corporation, a number of
shares of Common Stock equal to the SAR Value (as defined herein) divided by the
Fair Market Value (on the exercise date). SAR Value means the excess of the Fair
Market Value (on the exercise date) over the exercise price that the participant
would have otherwise had to pay to exercise the related Stock Option, multiplied
by the number of shares for which the Stock Appreciation Right is exercised. In
the case of a Nonqualified Stock Option, a Stock Appreciation Right may be
granted either at or after the time of the grant of such Nonqualified Stock
Option. In the case of an Incentive Stock Option, a Stock Appreciation Right may
be granted only at the time of the grant of such Incentive Stock Option. Stock
Appreciation Rights shall be subject to the following terms and conditions:

             (a) EXERCISABILITY. Stock Appreciation Rights shall be exercisable
as shall be determined by the Board or the Committee and set forth in the
Agreement, subject to the limitations, if any, imposed by the Code, with respect
to related Incentive Stock Options.

             (b) TERMINATION. A Stock Appreciation Right shall terminate and
shall no longer be exercisable upon the termination or exercise of the related
Stock Option.

             (c) METHOD OF EXERCISE. Stock Appreciation Rights shall be
exercisable upon such terms and conditions as shall be determined by the Board
or the Committee and set forth in the Agreement and by surrendering the
applicable portion of the related Stock Option. Upon such exercise and
surrender, the Holder shall be entitled to receive a number of shares of Common
Stock equal to the SAR Value divided by the Fair Market Value on the date the
Stock Appreciation Right is exercised.

             (d) SHARES AFFECTED UPON PLAN. The granting of a Stock Appreciation
Right shall not affect the number of shares of Common Stock available for awards
under the Plan. The number of shares available for awards under the Plan will,
however, be reduced by the number of shares of Common Stock acquirable upon
exercise of the Stock Option to which such Stock Appreciation Right relates.

         11. COMPENSATION COMMITTEE. The Committee may be appointed from time to
time by the Corporation's Board of Directors. The Board may from time to time
remove members from or add members to the Committee. The Committee shall be
constituted so as to permit the Plan to comply in all respects with the
provisions set forth in Paragraph 22 herein. The members of the Committee may
elect one of its members as its chairman. The Committee shall hold its meetings
at such times and places as its chairman shall determine. A majority of the
Committee's members present in person shall constitute a quorum for the
transaction of business. All determinations of the Committee will be made by the
majority vote of the members constituting the quorum. The members may
participate in a meeting of the Committee by conference telephone or similar
communications equipment by means of which all members

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participating in the meeting can hear each other. Participation in a meeting in
that manner will constitute presence in person at the meeting. Any decision or
determination reduced to writing and signed by all members of the Committee will
be effective as if it had been made by a majority vote of all members of the
Committee at a meeting which is duly called and held.

     12. ADMINISTRATION OF PLAN. In addition to granting Options and to
exercising the authority granted to it elsewhere in this Plan, the Board or the
Committee is granted the full right and authority to interpret and construe the
provisions of this Plan, promulgate, amend and rescind rules and procedures
relating to the implementation of the Plan and to make all other determinations
necessary or advisable for the administration of the Plan, consistent, however,
with the intent of the Corporation that Options granted or awarded pursuant to
the Plan comply with the provisions of Paragraph 22 and 23 herein. All
determinations made by the Board or the Committee shall be final, binding and
conclusive on all persons including the Eligible Person, the Corporation and its
stockholders, employees, officers and directors and consultants. No member of
the Board or the Committee will be liable for any act or omission in connection
with the administration of this Plan unless it is attributable to that member's
willful misconduct.

     13. PROVISIONS APPLICABLE TO ISOS. The following provisions shall apply to
all ISOs granted by the Board or the Committee and are incorporated by reference
into any writing granting an ISO:

         (a) An ISO may only be granted within ten (10) years from ,the date
that this Plan was originally adopted by the Corporation's Board of Directors.

         (b) An ISO may not be exercised after the expiration of ten (10) years
from the date the ISO is granted.

         (c) The option price may not be less than the fair market value of the
Stock at the time the ISO is granted.

         (d) An ISO is not transferable by the Eligible Person to whom it is
granted except by will, or the laws of descent and distribution, and is
exercisable during his or her lifetime only by the Eligible Person.

         (e) If the Eligible Person receiving the ISO owns at the time of the
grant stock possessing more than ten (10%) percent of the total combined voting
power of all classes of stock of the employer corporation or of its parent or
subsidiary corporation (as those terms are defined in the Code), then the option
price shall be at least 110% of the fair market value of the Stock, and the ISO
shall not be exercisable after the expiration of five (5) years from the date
the ISO is granted.

         (f) The aggregate fair market value (determined at the time the ISO is

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granted) of the Stock with respect to which the ISO is first exercisable by the
Eligible Person during any calendar year (under this Plan and any other
incentive stock option plan of the Corporation) shall not exceed $100,000.

         (g) Even if the shares of Stock which are issued upon exercise of an
ISO are sold within one year following the exercise of such ISO so that the sale
constitutes a disqualifying disposition for ISO treatment under the Code, no
provision of this Plan shall be construed as prohibiting such a sale.

     14. DETERMINATION OF FAIR MARKET VALUE. In granting ISOs under this Plan,
the Board or the Committee shall make a good faith determination as to the fair
market value of the Stock at the time of granting the ISO.

     15. RESTRICTIONS ON ISSUANCE OF STOCK. The Corporation shall not be
obligated to sell or issue any shares of Stock pursuant to the exercise of an
Option unless the Stock with respect to which the Option is being exercised is
at that time effectively registered or exempt from registration under the
Securities Act of 1933, as amended, and any other applicable laws, rules and
regulations. The Corporation may condition the exercise of an Option granted in
accordance herewith upon receipt from the Eligible Person, or any other
purchaser thereof, of a written representation that at the time of such exercise
it is his or her then present intention to acquire the shares of Stock for
investment and not with a view to, or for sale in connection with, any
distribution thereof; except that, in the case of a legal representative of an
Eligible Person, "distribution" shall be defined to exclude distribution by will
or under the laws of descent and distribution. Prior to issuing any shares of
Stock pursuant to the exercise of an Option, the Corporation shall take such
steps as it deems necessary to satisfy any withholding tax obligations imposed
upon it by any level of government.

     16. EXERCISE IN THE EVENT OF DEATH, DISABILITY OR TERMINATION OF
EMPLOYMENT.

         (a) If an optionee shall die (i) while an employee of the Corporation
or a subsidiary or (ii) within three months after termination of his employment
with the Corporation or a subsidiary, his Options may be exercised, to the
extent that the optionee shall have been entitled to do so on the date of his
death or such termination of employment, by the person or persons to whom the
optionee's right under the Option does pass by will or applicable law, or if no
such person has such right, by his executors or administrators. In the event of
such termination of employment because of his death while an employee or within
three months after termination of his employment, his Options may be exercised
not later than the termination date specified in Paragraph 5 of the Grant Form,
or twelve (12) months after the optionee's death, whichever date is earlier.

         (b) If an optionee's employment by the Corporation or a subsidiary
shall terminate because of his permanent disability and such optionee has not
died

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within the following three months, he may exercise his Options, to the extent
that he shall have been entitled to do so at the date of the termination of his
employment, at any time, or from time to time, but not later than the
termination date specified in Paragraph 5 of the Grant Form, or twelve (12)
months after termination of employment, whichever date is earlier.

         (c) If an optionee's employment shall terminate for any reason other
than death, permanent disability or for cause (as described below) his Options
may be exercised not later than the termination date set forth in Paragraph 5 of
the Grant Form.

         (d) If an optionee's employment shall terminate for cause, all right to
exercise his Option shall terminate at the date of such termination of
employment. For purposes of this Paragraph 16, termination for cause shall mean
termination of employment by reason of the optionee's commission of a felony,
fraud or willful misconduct which has resulted, or is likely to result, in
substantial and material damage to the Corporation or a subsidiary, all as the
Board or the Committee in its sole discretion may determine.

         (e) If a Holder's employment with the Corporation or a subsidiary is
terminated for any reason whatsoever, and within three months after the date
thereof such Holder either (i) accepts employment with any competitor of, or
otherwise engages in competition with, the Corporation or (ii) discloses to
anyone outside the Corporation or uses any confidential information or material
of the Corporation in violation of the Corporation's policies or any agreement
between the Holder and the Corporation, the Board or the Committee, in its sole
discretion, may require such Holder to return to the Corporation the economic
value of any award that was realized or obtained by such Holder at any time
during the period beginning on that date that is six months prior to the date
such Holder's employment with the Corporation is terminated.

     17. CORPORATE EVENTS. In the event of the proposed dissolution or
liquidation of the Corporation, a proposed sale of all or substantially all of
the assets of the Corporation, a merger or tender for the Corporation's shares
of Common Stock the Board of Directors may (a) declare that each Option or Stock
Appreciation Right granted under this Plan shall terminate as of a date to be
fixed by the Board of Directors; provided that not less than thirty (30) days
written notice of the date so fixed shall be given to each Eligible Person
holding an Option, and each such Eligible Person shall have the right, during
the period of thirty (30) days preceding such termination, to exercise his
Option as to all or any part of the shares of Stock covered thereby, including
shares of Stock as to which such Option would not otherwise be exercisable
(nothing set forth herein shall extend the term set for purchasing the shares of
Stock set forth in the Option) and/or (b) accelerate the vesting of any other
awards granted and outstanding under the Plan, and/or (c) require a Holder of
any award granted under this Plan to relinquish such award to the Corporation
upon the tender by the Corporation to Holder of cash in an amount equal to the
Repurchase Value (as defined herein) of such award. "Repurchase Value" shall
mean the Fair Market Value in the event the award to

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be repurchased under this Section 10.2 is comprised of shares of Common Stock
and the difference between Fair Market Value and the Exercise Price (if lower
than Fair Market Value) in the event the award is a Stock Option or Stock
Appreciation Right; in each case, multiplied by the number of shares subject to
the award.

     18. NO GUARANTEE OF EMPLOYMENT. Nothing in this Plan or in any writing
granting an Option will confer upon any Eligible Person the right to continue in
the employ of the Eligible Person's employer, or will interfere with or restrict
in any way the right of the Eligible Person's employer to discharge such
Eligible Person at any time for any reason whatsoever, with or without cause.

     19. NONTRANSFERABILITY. No Option granted under the Plan shall be
transferable other than by will or by the laws of descent and distribution.
During the lifetime of the optionee, an Option shall be exercisable only by him.

     20. NO RIGHTS AS STOCKHOLDER. No optionee shall have any rights as a
stockholder with respect to any shares subject to his Option prior to the date
of issuance to him of a certificate or certificates for such shares.

     21. AMENDMENT AND DISCONTINUANCE OF PLAN. The Corporation's Board of
Directors may amend, suspend or discontinue this Plan at any time. However, no
such action may prejudice the rights of any Eligible Person who has prior
thereto been granted Options under this Plan. Further, no amendment to this Plan
which has the effect of (a) increasing the aggregate number of shares of Stock
subject to this Plan (except for adjustments pursuant to Paragraph 3 and 5
herein), or (b) changing the definition of Eligible Person under this Plan, may
be effective unless and until approval of the stockholders of the Corporation is
obtained in the same manner as approval of this Plan is required. The
Corporation's Board of Directors is authorized to seek the approval of the
Corporation's stockholders for any other changes it proposes to make to this
Plan which require such approval, however, the Board of Directors may modify the
Plan, as necessary, to effectuate the intent of the Plan as a result of any
changes in the tax, accounting or securities laws treatment of Eligible Persons
and the Plan, subject to the provisions set forth in this Paragraph 21, and
Paragraphs 22 and 23.

     22. COMPLIANCE WITH RULE 16B-3. This Plan is intended to comply in all
respects with Rule 16b-3 ("Rule 16b-3") promulgated by the Securities and
Exchange Commission under the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), with respect to participants who are subject to Section 16 of
the Exchange Act, and any provision(s) herein that is/are contrary to Rule 16b-3
shall be deemed null and void to the extent appropriate by either the Committee
or the Corporation's Board of Directors.

     23. COMPLIANCE WITH CODE. The aspects of this Plan on ISOs are intended to
comply in every respect with Section 422 of the Code and the regulations
promulgated thereunder. In the event any future statute or regulation shall
modify the

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existing statute, the aspects of this Plan on ISOs shall be deemed to
incorporate by reference such modification. Any stock option agreement relating
to any Option granted pursuant to this Plan outstanding and unexercised at the
time any modifying statute or regulation becomes effective shall also be deemed
to incorporate by reference such modification, and no notice of such
modification need be given to such optionee.

     If any provision of the aspects of this Plan on ISOs (including but limited
to Stock Reload Options or Stock Appreciation Rights granted in conjunction with
an Incentive Stock Option) is determined to disqualify the shares purchasable
pursuant to the Options granted under this Plan from the special tax treatment
provided by Code Section 422, such provision shall be deemed null and void and
to incorporate by reference the modification required to qualify the shares for
said tax treatment.

     24. COMPLIANCE WITH OTHER LAWS AND REGULATIONS. The Plan, the grant and
exercise of Options thereunder, and the obligation of the Corporation to sell
and deliver Stock under such options, shall be subject to all applicable federal
and state laws, rules, and regulations and to such approvals by any government
or regulatory agency as may be required. The Corporation shall not be required
to issue or deliver any certificates for shares of Stock prior to (a) the
listing of such shares on any stock exchange or over-the-counter market on which
the Stock may then be listed and (b) the completion of any registration or
qualification of such shares under any federal or state law, or any ruling or
regulation of any government body which the Corporation shall, in its sole
discretion, determine to be necessary or advisable. Moreover, no Option may be
exercised if its exercise or the receipt of Stock pursuant thereto would be
contrary to applicable laws.

     25. DISPOSITION OF SHARES. In the event any share of Stock acquired by an
exercise of an Option granted under the Plan shall be transferable other than by
will or by the laws of descent and distribution within two years of the date
such Option was granted or within one year after the transfer of such Stock
pursuant to such exercise, the optionee shall give prompt written notice thereof
to the Corporation or the Committee.

     26. NAME. The Plan shall be known as the "Stem Cell Preservation
Technologies, Inc. 2002 Stock Option and Equity Compensation Plan."

     27. NOTICES. Any notice hereunder shall be in writing and sent by certified
mail, return receipt requested or by facsimile transmission (with electronic or
written confirmation of receipt) and when addressed to the Corporation shall be
sent to its offices at 6905 Rockledge Drive, Suite 600, Bethesda, Maryland 20817
and when addressed to the Committee shall be sent to 6905 Rockledge Drive, Suite
600, Bethesda, Maryland 20817 and subject to the right of either party to
designate at any time hereafter in writing some other address, facsimile number
or person to whose attention such notice shall be sent.

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<PAGE>

     28. HEADINGS. The headings preceding the text of Sections and subparagraphs
hereof are inserted solely for convenience of reference, and shall not
constitute a part of this Plan nor shall they affect its meaning, construction
or effect.


     29. EFFECTIVE DATE. This Plan, was adopted by the Board of Directors of the
Corporation on November 14, 2002, and the stockholders of the Corporation on
November 22, 2002.

     Dated as of November 14, 2002.


                                           STEM CELL PRESERVATION
                                           TECHNOLOGIES, INC.



                                           By: /s/ Ronald Richard
                                           Ronald Richard
                                           President and Chief Executive Officer

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