EXHIBIT 10.16



STATE REVENUE SHARING
AGREEMENT

FOR TEXAS



This Revenue Sharing Agreement (RSA) covers 33,000 specimens received from the state of
Texas. One-time RSA fee: $750,000 (seven hundred fifty thousand dollars). Minimum annual storage fee per specimen: $50.00 (fifty dollars).



Term: A permanent RSA shall remain in effect as long as CRYO-CELL International, Inc., and/or any successor, continue to store cellular specimens commercially. In the
event of a merger or acquisition involving CRYO-CELL, this Agreement shall be grandfathered into the merger or acquisition transaction.



Partners entitlement begins when RSA is paid in full and is 37 1/2 % (thirty-seven and one-half percent) of the annual storage fees collected by CCEL. Partner will
receive their entitlement within 30 days (thirty days) following the end of the quarter in which CRYO-CELL received the revenues.



|         |  | STATE REVENUE SHARING
PARTNER              |  |      |  | Terms of State Revenue Sharing Agreement ($750,000)
|-------- |  | ------------------------------------------ |  | ---- |  | ---------------------------------------------------
|Name:    |  | Red Rock Partners or its Assigns           |  |      | 
|         |  |                                            | 
|Address: |  | 209 Painted Cliffs Drive, Sedona, AZ 86336 |  |      |  | $50,000 non-refundable deposit                     
|         |  |                                            |  |      | 
|Phone:   |  | 520-282-1257                               |  | Fax: |  | 520-282-7782                                       

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From a portion of their entitlement, Partner will
equally bear the cost of billing, collection and/or credit card charges for annual storage fees. This has been limited to $2.50 per paid for stored specimen, of which the Partner will be responsible for $1.25, and the Partner therefore
will receive 37 1/2 % (thirty-seven and one-half percent) of the annual storage fees collected by CCEL. In no instance will Partner be ever called on for an additional cash infusion.



CRYO-CELL agrees not to offer a RSA for the state identified above that will negatively impact Partners entitlement.



CRYO-CELL shall have the opportunity to operate in the above state without a partnership
after the 33,000 spaces have been filled. CRYO-CELL will, as soon as possible, refill any empty spaces that result from attrition from the 33,000 spaces, by immediately allocating new storage specimens to the above Partnership until it has been
refilled to 33,000 paid for spaces.



CRYO-CELL will hold Partner
harmless against any claims resulting from cellular storage activities.



Terms
of this Revenue Sharing Agreement cannot be changed unless mutually agreed to, in writing, by the Partner and CRYO-CELL (or any successor entity).



Agreed to this 30th day of May 2001.





|CRYO-CELL INTERNATIONAL, INC. |  |                                                        |  | RED ROCK PARTNERS
|----------------------------- |  | ------------------------------------------------------ |  | -----------------
|                              |  |                                                        |  |                  
|By:                           |  | /s/    DANIEL D.
RICHARD                               |  |                  
|                              |  | Daniel D. Richard Chairman and Chief Executive Officer |  |                  
|                              |  |                                                        |  |                  
|                              |  |                                                        |  |