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                                                                    EXHIBIT 10.3

                         CELL SCIENCE THERAPEUTICS, INC.
                              CONSULTING AGREEMENT

     This Agreement (the "Agreement"), dated as of June 14, 2001, is between
Cell Science Therapeutics, Inc., a Delaware corporation (the "Company"), and
Clifford Lingwood PhD, (the "Consultant").

1. SERVICES

     1.1 POSITION: SERVICES. The Company hereby retains the Consultant to
     perform advisory services in the area of Glycolipid Biochemistry/cell
     biology (the "Field") as the Company may from time to time reasonably
     request. Such consulting and advisory services are referred to herein as
     the "Services."

     1.2 COMMITMENT. Consultant agrees to make himself available to render the
     Services from time to time as requested by the Company at such times and
     locations as may be mutually agreed, not to exceed a total of 24 hours for
     the duration of the term, unless increased by written mutual consent.

     1.3 EXCLUSIVITY. Consultant agrees that during the term of this Agreement,
     the Consultant will not, without the approval of the Company, which shall
     not be unreasonably withheld or delayed, render advice or services (whether
     as a director, scientific advisory board member, officer, employee,
     consultant or otherwise) to any other for-profit enterprise or entity with
     respect to the Field or in any other area in which the Consultant has
     actually performed services for the Company.

2. TERM

     Subject to Section 7.1, this Agreement will be for an initial term
beginning as of the date set forth in the first paragraph and ending twelve
months thereafter and may be extended by mutual agreement for additional one
year periods.

3. COMPENSATION AND EXPENSES

     3.1 COMPENSATION. As full compensation for the Services during the initial
     term, the Company shall pay Consultant at the rate of $ 3000(Canadian) per
     month. Consultant shall bill the Company monthly for services performed and
     shall include with each such bill records of hours worked on behalf of the
     Company together with a reasonably detailed description of the work
     performed. Compensation shall be payable, in full, no later than thirty
     (30) days after the submission of each such bill unless otherwise agreed by
     the parties in writing.

     3.2 EXPENSES. The Consultant shall be entitled to reimbursement for
     reasonable travel and other out-of-pocket expenses incurred by the
     Consultant in the performance of the Services following submission of
     written expense statements and other supporting documentation in accordance
     with the policy and practice of the Company.


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     Reimbursement shall be made no later than thirty (30) days after the
     submission of such statements and/or documentation unless otherwise agreed
     by the parties in writing.

4. THIRD PARTY RESTRICTIONS

     4.1 ABSENCE OF RESTRICTIONS. Consultant represents that he is presently
     under no contractual or other restriction or obligation which would be
     materially breached by Consultant's execution of this Agreement or the
     performance of the Services, and during the term of this Agreement, the
     Consultant will not enter into any agreement, either written or oral, which
     conflicts with this Agreement. Exhibit A hereto sets forth all other
     consulting arrangements, written or oral, to which Consultant is party on
     the date hereof.

5. OWNERSHIP OF INVENTIONS

     5.1 "INVENTIONS" means all inventions, ideas, discoveries, developments,
     methods, publications, data, computer software and animations, information,
     improvements, other intellectual property and biological or chemical
     materials, (whether or not reduced to practice and whether or not
     protectible under state, federal or foreign patent, copyright, trade
     secrecy or similar laws) conceived, created or developed by the Consultant
     (whether alone or with others) in the course of providing Services or as a
     direct result of Confidential Information (as hereinafter defined) acquired
     by Consultant. The foregoing shall not preclude the Consultant from
     developing Inventions for himself or others at any time, provided he does
     not otherwise violate the terms of this Agreement.

     5.2 OWNERSHIP BY COMPANY. All Inventions are and shall remain the exclusive
     property of the Company, and the Company may use or pursue them without
     restriction or additional compensation. The Consultant shall promptly and
     fully disclose to the Company any and all Inventions. The Consultant shall
     maintain reasonably complete written or electronic records of all
     Inventions and work or investigations done or carried out by the Consultant
     at all stages thereof, which records shall be the exclusive property of the
     Company. Notwithstanding the foregoing, the Consultant may disclose to
     others the fact that he participated in the creation of the Invention(s) to
     the extent such disclosure is not in violation of Section 6 hereof.

     5.3 ASSIGNMENT OF INVENTIONS BY CONSULTANT. Subject to the Consultant's
     right to receive a license as described in Section 5.4 below, the
     Consultant hereby assigns and agrees to assign to the Company all of the
     Consultant's right, title and interest in and to any Inventions. Consultant
     agrees to cooperate reasonably and at no cost or uncompensated time to
     Consultant in the obtaining by the Consultant of any patent, copyright or
     other proprietary protection of such Inventions, all in the name of the
     Company and at the Company's cost and expense, and shall execute and
     deliver all requested applications, assignments and other documents and
     take such other measures as the Company shall reasonably request in order
     to perfect and enforce the Company's rights in the Inventions (including
     transfer of possession to the Company of all Inventions embodied in
     tangible materials), and hereby appoints the Company its attorney to
     execute and deliver any such


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     documents on its behalf in the event the Consultant fails or refuses after
     reasonable advance request to do so.

     5.5 THIRD PARTY CLAIMS. Unless covered by an appropriate agreement between
     any third party and the Company, the Consultant shall not engage in any
     activities or use any facilities in the course of providing Services which
     could result in claims of ownership to any Inventions being made by such
     third party.

6. CONFIDENTIAL INFORMATION AND MATERIALS

     6.1 "MATERIALS" means all tangible materials, computer data software and
     other electronics media furnished to the Consultant by the company in
     connection with performance of the Services, as well as any other materials
     derived from such materials.

     6.2 "CONFIDENTIAL INFORMATION" means any information relating to the
     scientific or business affairs of the Company that is treated by the
     Company as confidential or proprietary. Confidential Information is
     contained in various media, including records of research data and
     observations, records of clinical trials, patent applications, computer
     programs, supply and customer lists, internal financial data and other
     documents and records of the Company, whether or not labeled or identified
     as "Confidential" or prepared in full or in part by the Consultant. Any
     similar information obtained by or given to the Company about or belonging
     to its suppliers, licensors, licensees, partners, affiliates, customers,
     potential customers or others is referred to herein as "Third Party
     Confidential Information" and is subject to the exclusions comparable to
     those set forth in the next paragraph.

     6.3 CONSULTANT ACKNOWLEDGMENT. During the course of performing the
     Services, Consultant may become aware of or have access to Confidential
     Information and/or Materials. Consultant acknowledges the Company is and
     shall at all times remain the sole owner of the Confidential Information
     and Materials.

     6.4 NONDISCLOSURE AND NONUSE OF CONFIDENTIAL INFORMATION AND MATERIALS.
     Unless requested by the Company, Consultant shall not directly publish,
     disseminate or otherwise disclose or cause to be disclosed, deliver or make
     available to any third party any Confidential Information, Materials or
     Third Party Confidential Information, other than in furtherance of the
     purposes of this Agreement, and only then with the prior written consent of
     the Company; nor will the Consultant use such Confidential Information,
     Materials or Third Party Confidential Information for the Consultant's own
     benefit or for the benefit of any other third party. The provisions hereof
     shall not apply to communication between the Consultant and his attorneys
     and/or his accountants, provided they are advised of the restrictions
     hereunder pertaining to the Confidential Information.

     6.5 PUBLICATIONS. Consultant agrees to submit to the Company a copy of any
     proposed manuscript or other materials to be published or otherwise
     publicly disclosed which contains information relating to the Field or any
     other area in which Consultant has


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     actually performed Services for the Company in sufficient time to enable
     the Company to determine if patentable Inventions or Confidential
     Information of the Company would be disclosed. Consultant shall cooperate
     with the Company in this respect and shall delete from the manuscript or
     other disclosure any Confidential Information if requested by the Company.
     The Company's approval of such manuscript or other materials shall not be
     unreasonably withheld or delayed.

     6.6 USE AND RETURN OF THE CONFIDENTIAL INFORMATION AND MATERIAL. The
     Consultant shall exercise commercially reasonable precautions to protect
     the integrity and confidentiality of the Confidential Information,
     Materials and Third Party Confidential Information. The Consultant
     acknowledges that the use of Materials is at the sole risk of the
     Consultant, and agrees to use the Materials in accordance and compliance
     with any and all appropriate guidelines or regulations established by any
     governmental authority. The Consultant will not remove any Confidential
     Information or copies thereof or physical samples of Materials from the
     Company's premises except to the extent necessary to perform the Services,
     and then only with the prior consent of the Company, such consent not to be
     unreasonably withheld or delayed. Upon termination of this Agreement, and
     in any case upon the Company's request, the Consultant shall return
     immediately to the Company all copies and other tangible manifestations of
     Confidential Information and all Materials then in the Consultant's
     possession or control. The Consultant shall return any Third Party
     Confidential Information upon request of the third party or the Company.

7. TERMINATION

     7.1 EARLY TERMINATION. Either party may terminate this Agreement at any
     time without cause by giving the other party thirty (30) days' written
     notice. In the event of any material breach of this Agreement, which is not
     cured within ten (10) days after written notice from the non-breaching
     party, the non-breaching party may terminate this Agreement by giving
     written notice to the breaching party.

     7.2 EFFECT OF TERMINATION. Upon termination of this Agreement, neither the
     Consultant nor the Company shall have any further obligations under this
     Agreement, except that any liabilities accrued through the date of
     termination (including under Section 3) and Sections 5, 6 and 7.2 shall
     survive termination, provided that Consultant's obligations under Section
     6.5 shall survive for only 3 months following termination.

8. MISCELLANEOUS

     8.1 STATUS. The Company and the Consultant agree that the Consultant will
     be an independent contractor for all purposes, including but not limited to
     payroll and tax purposes. Accordingly, the Consultant shall have sole and
     exclusive responsibility for the payment of all federal, state and local
     income taxes and for all employment and disability insurance, social
     security and other similar taxes with respect to any compensation provided
     by the Company hereunder.

     8.2 PUBLICITY. During the term, and for the period of up to one year after
     any termination of this Agreement other than by the Consultant for cause,
     Consultant consents to the use


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     by the Company of his name and likeness in written materials or oral
     presentations to current or prospective customers, investors or others,
     provided that such materials or presentations accurately describe the
     nature of Consultant's relationship with or contribution to the Company,
     and further provided that the Company shall have provided Consultant a
     reasonable prior opportunity to review and comment thereon.

     8.3 NOTICE. All notices hereunder shall be in writing and shall be given to
     the other at the address or facsimile number set forth below, or at such
     other address or facsimile number as either may specify in writing to the
     other. All notices shall be effective when deposited in the United States
     mail with proper postage for first class registered or certified mail,
     return receipt requested, or when delivered personally or dispatched by
     facsimile, (if set forth below) addressed:

         If to the Company:        Cell Science Therapeutics, Inc.
                                   50 Cummings Park
                                   Woburn, MA 01801
                                   Telephone Number: (781) 939-0995
                                   Facsimile Number: (781) 939-5707

         If to the Consultant:     Research Institute
                                   Hospital for Sick Children
                                   Toronto, Ontario M5G 1X8
                                   Canada
                                   Telephone Number: 416 813 5998
                                   Facsimile Number: 416 813 5993

     8.4 ASSIGNMENT. This Agreement, and the rights and obligations hereunder,
     may not be assigned or transferred by either party without the prior
     written consent of the other party, except that the Company may assign its
     rights under this Agreement in connection with the merger, consolidation or
     sales of all or substantially all assets of the Company and the Company may
     assign its rights under this Agreement to a controlled subsidiary of the
     Company.

     8.5 ENTIRE AGREEMENT. This Agreement, constitutes the entire agreement of
     the parties with regard to the subject matter hereof, and supersedes all
     previous written or oral representations, agreements and understandings
     between the Company and the Consultant. This Agreement may be amended or
     extended or by a writing signed by both parties.

     8.6 APPLICABLE LAW. This Agreement shall be governed by, and construed in
     accordance with, the law of The Commonwealth of Massachusetts without
     regard to any choice of law principle that would dictate the application of
     the law of another jurisdiction.

     8.7 CONSENT TO JURISDICTION. The parties to this Agreement hereby
     irrevocably consent and submit to the exclusive jurisdiction of any
     Commonwealth of Massachusetts or Federal court sitting in Boston in any
     action or proceeding of any type whatsoever arising out of or relating to
     this Agreement.


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     8.8 UNITED STATES GOVERNMENT OR OTHER OBLIGATIONS. The Consultant
     acknowledges that the Company from time to time may have agreements with
     other persons or with the United States government, or agencies thereof,
     which impose obligations or restrictions on the Company regarding
     inventions made during the course of work under such agreements or
     regarding the confidential nature of such work. The Consultant agrees to be
     bound by all such obligations and restrictions and to take all actions
     reasonably necessary to discharge the obligations of the Company under such
     Agreement, at no cost to consultant and provided (a) Consultant is
     compensated in accordance with the terms of this Agreement with respect to
     any such actions, and (b) his rights hereunder are not deemed to be
     modified or waived without his prior approval under the terms of any such
     agreement between the Company and the government.

     8.9 EMPLOYMENT. The Consultant understands that this Agreement does not
     constitute a contract of employment as a consultant and does not imply that
     the Consultant's employment will continue for any period of time except as
     explicitly set forth herein.

     8.10 ENFORCEMENT. The Consultant acknowledges that the restrictions set
     forth in this Agreement are necessary for the protection of the business
     and goodwill of the Company and the Consultant considers them to be
     reasonable for such purposes. The Consultant agrees that any breach of this
     Agreement by the Consultant may cause the Company substantial and
     irrevocable damage and therefore in the event of such breach, in addition
     to such other remedies as may be available, the Consultant agrees that the
     Company shall have the right to seek specific performance and injunctive
     relief against the Consultant with respect to any such breach. The
     invalidity or unenforceability of any provision of this Agreement shall not
     affect the validity or enforceability of any other provision of this
     Agreement.

     8.11 CONFLICT. The terms and conditions of employment/appointment at The
     Hospital for Sick Children and the provisions of any agreement between The
     Hospital for Sick Children and external sponsors of projects on which the
     consultant works as part of his/her hospital duties shall prevail in the
     event of any conflict with the provisions of this agreement.

     IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date first written above.


                                        CELL SCIENCE THERAPEUTICS, INC.


                                        By: /s/ Michael Rosenzweig
                                           ----------------------------------
                                        Its: Chief Scientific Officer


                                        CONSULTANT

                                        /s/ Clifford Lingwood
                                        -------------------------------------

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                                    EXHIBIT A

          Other Consulting Arrangements to which Consultant is a Party


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