EXHIBIT 10.1

                                SERVICE AGREEMENT

         This Service Agreement ("Agreement") is made as of the 15th day of
February 2004, by and between BERGEN COMMUNITY REGIONAL BLOOD CENTER ("CBS"), a
New Jersey not-for-profit corporation with its principal place of business at
970 Linwood Ave. West, Paramus, New Jersey 07652, and Cord Partners, Inc. (CPI)
(formerly Rainmakers International) a Florida corporation, with its principal
place of business at 10940 Wilshire Boulevard, 6th Floor, Los Angeles, CA 90024.

         WHEREAS, CPI is in the business of soliciting customers in the market
for Umbilical Cord Blood ("Cord Blood"), processing and storage services;

         WHEREAS, CPI seeks to contract with an entity to process and store
Umbilical Cord Blood units and provide other services relative to ensuring the
processing of such Cord Blood; and

         WHEREAS, CBS operates The Elie Katz Umbilical Cord Blood Program
operates and is able to provide the services to CPI as listed in Paragraph 2.

         NOW THEREFORE, in consideration of the mutual covenants and agreements
hereinafter set forth, the parties hereto do agree as follows:

Section 2.  Obligations of CBS

        2.1 Services Provided. CBS shall provide CPI with the following
            "Services"

            2.1.1 CBS shall test all Cord Blood received from CPI to determine
                  whether it is appropriate for storage. CBS shall process and
                  store the Cord Blood under prevailing professional industry
                  standards in accordance with all applicable federal, state and
                  local statutes, rules, association requirements, and
                  regulations governing the processing and storage of Cord Blood
                  (collectively "Applicable Law"). If CBS determines that any
                  cord blood received from CPI is not appropriate for storage,
                  it will promptly return it to CPI at CPI's expense.

            2.1.2 CBS shall store the processed Cord Blood in computerized,
                  temperature monitored liquid nitrogen vapor tanks or other
                  suitable storage units until the Cord Blood is disposed of as
                  provided in Section 6 of this Agreement.

            2.1.3 CBS shall assist CPI in formulating a Cord Blood extraction
                  kit ("Kits"), which will comply with CBS's current standard
                  operating procedures. This will include, but not be limited
                  to, blood bags and other necessary paperwork and materials
                  required to collect the Cord Blood.

            2.1.4 CBS shall provide CPI with instructions regarding the
                  extraction and transportation of the Cord Blood.


            2.1.5 The services to be provided by CBS pursuant to the terms of
                  this Agreement shall be furnished in accordance with the
                  prevailing standards applicable to storing Cord Blood, as well
                  as Applicable Law.

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Section 3.  Obligations of CPI.

        3.1 Duties of CPI.  The duties and obligations of CPI, shall include:

            3.1.1 CPI shall be responsible for collecting the cord blood in
                  accordance with prevailing professional industry standards and
                  applicable law.

            3.1.2 CPI shall ensure that all Cord Blood transported to CBS is
                  accompanied by documentation identifying the owner of the Cord
                  Blood, the quantity of blood collected, evidence of the Cord
                  Blood, consent to process and store the Cord Blood, and any
                  other information reasonably requested by CBS to facilitate
                  the processing and storing of the Cord Blood.

            3.1.3 CPI shall maintain current information regarding Cord Blood
                  owners. All Information maintained by CPI shall be updated
                  annually including, but not to be limited to, the current
                  address and telephone number of Cord Blood owners. The
                  information of Cord Blood owners as described hereinabove is
                  hereby deemed the confidential property of CPI and is not to
                  be disclosed or sold to a third party, all as more fully set
                  forth in Section 10 hereof.

            3.1.4 CPI acknowledges that (a) CPI bears the sole responsibility
                  for collecting and transporting the Cord Blood to CBS; (b) CPI
                  bears the sole responsibility of ensuring that all payments
                  due under this Agreement, including the Annual Storage Fees,
                  as defined in Section 4, are paid; (c) CPI bears the sole
                  responsibility of furnishing CBS with the information required
                  to dispose of the Cord Blood, as set forth in Section 6 of
                  this Agreement; and (d) all clients of CPI have the right to
                  transfer the Cord Blood to another party for storage upon
                  written notice to CBS by CPI or by the client to CBS in the
                  event that CPI is unavailable or such client has terminated
                  CPI 's service.

            3.1.5 CPI shall adhere to the professional standards associated with
                  the marketing, sales, education and transportation of the Cord
                  Blood.

4.  Compensation. CPI shall compensate CBS for the services performed herein at
    the rate indicated in Schedule 1. The fee shall cover all services,
    materials and activities necessary to place a client's sample into liquid
    nitrogen storage according to Section 2.1.2 above. The Processing Fee shall
    include but not be limited to, administration fees, laboratory fees,
    enrollment fees, processing fees, cost of maternal and Cord Blood testing.
    In addition to the processing fee, CPI will pay to CBS storage fees as
    indicated in Schedule 1.

    A one time fee covering 20 years of storage amounting to $750, can be paid
    by CPI with the delivery of the cord blood unit to CBS.

    In the event that CPI does not make payment of the fees as herein provided,
    CBS retains all rights to the processed Cord Blood that is not paid for. CPI
    may cure this default as provided in section 5.2.1 of this Agreement.

5.  Term and Termination.

    5.1   Term. This Agreement commenced on June 30, 2002, and will continue for
          a period of ten (10) years subject to earlier termination as
          hereinafter provided. If no notice is given to terminate this
          Agreement within the last 120 days of its term(s) the Agreement, and
          any renewals thereafter,


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          shall be renewed on the anniversary date of this Agreement and shall
          renew on an annual basis.

5.2 Termination For Cause.

    5.2.1 Upon a party breaching a material term or obligation of this
          Agreement, the non-breaching party may terminate this Agreement;
          provided that such breach remains uncured for more than thirty (30)
          days after the breaching party has received written notice of the
          breach from the non-breaching party.

    5.2.2 At the election of the other party, this Agreement shall terminate
          thirty (30) days after the date upon which a party makes a general
          assignment for the benefit of creditors, files a voluntary petition or
          commences a proceeding for any relief under any bankruptcy or
          insolvency laws or any laws relating to the relief of debtors,
          readjustment or indebtedness, reorganization, composition or
          extension.

    5.2.3 At the election of the other party, if an involuntary petition or any
          proceeding is commenced against a party hereto for any relief under
          any bankruptcy or insolvency laws, or any laws relating to the
          readjustment of indebtedness, reorganization, composition or
          extension, or the appointment of a receiver of any part of the
          property of such Party or levy on or attachment of any of the property
          of such Party, and such petition or proceeding is not dismissed within
          ninety (90) days after the date on which it is filed or commenced
          ("Dismissal Period"), this Agreement may be terminated within thirty
          (30) days after the end of the Dismissal Period.

5.3 Termination Other Than For Cause
    The agreement may be terminated by either party, at any time, by either
    party giving 90 days written notice to the other party.

6.  Disposition of the Cord Blood.

    6.1   Release for Transplant or Directed Use by an Individual Client During
          the Term of the Agreement. During the term of this Agreement, CBS
          shall release the Cord Blood stored at its facility upon receipt of a
          written request by CPI, which shall include documentation evidencing
          the Cord Blood owner's consent to release or dispose of the Cord Blood
          from storage. Such a request shall include without limitation the
          necessary information regarding the preparation, destination, and
          required timing of the shipment. CBS shall no longer be responsible
          for the Cord Blood once it is released to a courier or delivery
          service. CPI shall bear the cost of $50 per sample associated with the
          preparation (including but not limited to labor, supplies and other
          usual and customary procedures and equipment, associated with the
          release of such samples of the cord blood). CPI shall pay any delivery
          costs from CBS to the destination.

    6.2   Bulk Release of Multiple Specimens or Bulk Release of Specimens upon
          Termination of the Agreement. Within 60 days of the termination of
          this Agreement, as set forth in the provisions of Section 5, CPI shall
          provide CBS with adequate instructions regarding the disposition of
          multiple units of the Cord Blood stored by CBS pursuant to the terms
          of this Agreement. CPI shall provide CBS with written instructions
          regarding the preparation, destination, and required timing of the
          shipment of all Cord Blood stored by CBS pursuant to this Agreement.
          CBS shall no longer be responsible for the Cord Blood once it is
          released to a courier or delivery service. CBS shall provide all
          preparation, services, equipment and materials customary for the
          transport of bulk cord blood specimens. CPI, shall bear the costs
          associated with the Bulk Release of Cord Blood which in any event
          shall not exceed $1000 for every 200 units released. CPI shall bear


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          the costs of any transportation of bulk units from CBS to their final
          destination.

    6.3   Failure to Give Instructions. If CPI fails to give CBS the
          instructions required in Section 6.2, CBS shall have the right to
          dispose of the stored Cord Blood in any manner, in the sole discretion
          of CBS, without liability to CPI or CBS's clients. Alternatively, CBS
          may contact individual owners of the cord blood directly and make any
          arrangements it deems appropriate to continue to store such cord
          blood. The failure of CBI to give such instructions shall be a
          material breach of this Agreement

7.  Responsibility.

    CPI will implement precautions and procedures to ensure that every client's
    Cord Blood is collected, handled and shipped in a proper and expedient
    manner in accordance with applicable law . Upon receipt, CBS will process
    and store such Cord Blood at CBS's laboratory.

    CBS will do everything reasonable and with proper laboratory practices to
    ensure the safety and long-term cryo preservation of every client's
    umbilical cord blood. When the umbilical cord blood has been processed and
    stored at CBS's laboratory, CBS will be solely responsible to CPI's clients
    with respect to the storage of all Cord Blood pursuant to the terms hereof.
    After processing and storage of such Cord Blood, CPI will be responsible for
    billing its clients only.

8.  Assignability.

    Each party shall have the right to assign this Agreement with the consent of
    the other party, such consent not to be unreasonably withheld.


9.  Confidentiality and Non-Solicitation.

    9.1 Both Parties acknowledge that all information of or about the other,
    including all information relating to any technology, products, process or
    intellectual property of each party (including but not limited to, owned or
    licensed intellectual property, rights, data, know-how, samples, technical
    and non-technical materials and specifications) as well as any business
    plan, financial information or other confidential information of each party
    will not be disclosed by any party without the prior written consent of the
    other. The proceeding does not apply to such information, which is in the
    public domain.

    9.2 CBS acknowledges that all information pertaining to CPI's clients and
    client base is confidential and proprietary in nature. CBS shall maintain
    the confidentiality of all such information as required by Applicable Law,
    and shall not disclose such information without the prior written consent of
    RMI except as may be required by law or legal process. Except as provided in
    Section 6.3 above, CBS shall not contact or solicit any clients of CPI
    throughout the term of this Agreement without the prior written consent of
    CPI.

    9.3 Both parties agree not to disclose or publicize the existence of or any
    portion of this agreement unless given permission in writing by the other
    party.



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10. Trademarks.

    10.1 Both parties are the owners of a certain trademarks that may appear
    upon or in connection with the Kits and certain labels, packages, containers
    and other materials.

    10.2 Other than as provided above in Paragraph 10.1, nothing in this
    Agreement shall be deemed to transfer to or confer upon the other party any
    right to use the name of the other party or any of its subsidiaries or any
    trademark or trade name owned by the other party or by any of its
    subsidiaries unless consent is given to do so.

11. Insurance.

    11.1  CBS and CPI shall respectively at its sole cost and expense, procure
          and maintain commercial general liability insurance in their
          respective favor, in amounts of not less than $1,000,000 per incident
          and $3,000,000 annual aggregate and name the counter party hereto
          herewith as additional insured. Such commercial general liability
          insurance coverage required under this Section 11 shall not be
          construed to create a limit of liability of the parties under this
          Agreement. Upon signing of this Agreement, each party shall provide to
          the other certificates of insurance showing compliance with the
          foregoing requirements.

    11.2  The insurance required herein shall provide that the counter party
          designated as the additional insured thereunder pursuant to Section
          11.1 above shall receive as least fifteen (15) days written notice
          prior to the cancellation, non-renewal or material change in the
          insurance policies to be maintained hereunder in the event suitable
          replacement insurance is not provided within such fifteen (15) days,
          the party receiving such notice shall have the right to terminate this
          Agreement effective at the end of such fifteen (15) day period

    11.3  All insurance maintained by the parties pursuant to the terms hereof
          shall be maintained with carriers having a commercially reasonable
          insurance rating. All insurance required hereunder shall be maintained
          throughout the term of this Agreement, or any extension hereof, plus
          an additional period of no less than ten (10) years.

    11.4  This Section 11 shall survive expiration or termination of this
          Agreement for any reason.

13. FORCE MAJEURE

          Not withstanding anything in this Agreement to the contrary, neither
          party shall be liable to the other for any loss or damage of any kind
          arising out of delay or failure in performance of any obligation
          thereunder beyond that party's reasonable control, including but not
          limited to any delay or failure caused by failure, unavailable or
          shortage of power, materials or supplies, flood, fire, other
          abnormally inclement weather, other act of God, act of war or terror,
          riot, act or omission of government or governmental agency (including
          FDA withdrawal and recall recommendations), strike, work stoppage,
          other labor unrest, other act or omission in the process of
          manufacture, production or supply under the control of third parties,
          or any other emergency ("Force Majeure"). If either party delays or
          fails to perform in whole or part its obligations hereunder for
          reasons arising from Force Majeure, and such delay or failure to
          perform extends for a period of sixty (60) days or more, then the
          non-delaying party to the other, effective immediately upon receipt of
          by the delaying party of written notice of termination from the
          non-delaying party, provided that any fees and charges then due and
          owing shall remain due and payable in accordance with the terms
          hereof.

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14. INDEMNIFICATION

    14.1.1  CPI agrees to indemnify, defend and hold CBS, its trustees,
            officers, employees, and agents harmless from and against any and
            all liability, expense (including court costs and reasonable
            attorney's fees) arising from claims for bodily injury, death or
            property damage which CBS may incur, suffer, become liable for, or
            which may be asserted or claimed against CBS as a result of the
            acts, errors or omissions of CPI, its directors, officers,
            employees, contractors, subcontractors, agents, donors, customers or
            clients as a result of or while performing its obligations hereunder
            or arising otherwise from the use, or handling of the cord Blood.

            However, CPI shall not be responsible to CBS for any liability to
            the extent it is caused by any willful misconduct or gross
            negligence of CBS, its Trustees, officers, employees or agents.

    14.1.2  CBS agrees to indemnify, defend and hold CPI, its trustees,
            officers, employees, and agents harmless from and against any and
            all liability, expense (including court costs and reasonable
            attorney's fee) arising from claims for bodily injury, death or
            property damage which CPI may incur, suffer, become liable for, or
            which may be asserted or claimed against CPI as a result of the
            acts, errors or omissions of CBS, its directors, officers,
            employees, contractors, subcontractors, agents, donors, customers or
            clients as a result of or while performing its obligations
            hereunder. However, CBS shall not be responsible to CPI for any
            liability to the extent it is caused by willful misconduct or gross
            negligence CPI its trustees, officers, employees or agents.

    14.2    The provisions of this Section 14 shall survive the termination of
            this Agreement.

15. NOTICES

    Notices provided under this Agreement shall be in writing and shall be sent
    by U.S. mail to CPI, 10940 Wilshire Boulevard, 6th Floor, Los Angeles, CA
    90024, Attention: Matthew Schissler, CEO, and to Bergen Community Regional
    Blood Center, 970 Linwood Avenue West, P.O. Box 39, Paramus, New Jersey
    07653-0039, Attention: Stanley Siegel. Each party by notice to the other
    party may change its address for the delivery of notice hereunder.

16. Miscellaneous.

    This Agreement represents the entire Agreement between the parties
    concerning the subject matter hereof and there are not understandings,
    agreements, or representations other than as herein set forth. This
    Agreement shall be binding upon the parties and their respective heirs,
    spouses, executors, administrators, agents, representatives, successors and
    assigns, shareholders, directors, officers and employees. Headings shall not
    be used in the construction of this Agreement. The Agreement shall be
    construed in Accordance with the laws of the state of New Jersey (without
    application of its principles of conflicts of laws). If any provision of
    this Agreement is deemed unenforceable, the remaining provisions hereof
    shall nevertheless be fully enforceable in accordance with their terms.

    For the purposes of this Agreement and all services to be provided
    hereunder, each party shall be, and shall be deemed to be, an independent
    contractor and not an agent, partner, joint venture or employee of the other
    party. Neither party shall have authority to make any statements,
    representations or commitments of any kind, or to take any action which
    shall be binding on the other party, except as may be explicitly provided
    for herein or authorized in writing.

    Failure of either party to enforce a right under this Agreement shall not
    act as a waiver of that right or the ability to later assert that right
    relative to the particular situation involved or to terminate this Agreement
    arising out of any subsequent default or breach. Any waiver or modification
    of any provision hereof must be in writing and duly executed by authorized
    representatives of both parties.


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IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date
above under seal.


BERGEN COMMUNITY REGIONAL                           CORD PARTNERS INC.
BLOOD CENTER


-----------------------------------------           ----------------------------
By: Dennis M. Todd, Ph.D.                           By: Matthew Schissler
    President and Chief Executive Officer               Chief Executive Officer

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                                   SCHEDULE I

CHARGE FOR SERVICES PER ARTICLE 4

         Fee for all services necessary to place a client's
           umbilical cord blood unit in liquid nitrogen per
           Section 2.1.2.                                              $  577.50

         Fee for storage of each umbilical cord blood unit:
                  First six months
                    (to be billed six months after collection)         $   25.00
                  Each anniversary date thereafter                     $   50.00

NOTES

1) Invoices will be sent as of the last day of each month and will be due and
   payable within 30 days from invoice date. A discount of 2% will be allowed
   for all invoices paid within 10 days of the invoice date. A volume discount
   of an additional $28.13 per unit will be given for each unit invoiced in
   excess of 100 units per unit.

2) The fees listed above may be adjusted by CBS by giving 60 days written notice
   to CPI.


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