GRANTOR TRUST AGREEMENT

Exhibit 10.4

GRANTOR TRUST AGREEMENT

This Grantor Trust Agreement (this “Trust Agreement”) is made this 16^th day of July, 2007 by and between CRYO-CELL INTERNATIONAL, INC., (the “Company”) and WACHOVIA BANK, NATIONAL ASSOCIATION (the “Trustee”).

Recitals

WHEREAS, a Change in Control (as that term is defined in Section 15 hereof) with respect to the Company is expected to occur on July 16, 2007;

WHEREAS, as a result of such Change in Control, four (4) employees of the Company, listed on Exhibit A (the “Participants”), and their beneficiaries may become entitled to benefits under the provisions of certain employment agreements (the “Employment Agreements”), as the same have been or in the future may be amended or restated, or any successor thereto, copies of which are appended to this Trust Agreement as Exhibit B;

WHEREAS, the Company wishes to assure the payment to the Participants and their beneficiaries (the Participants and their respective beneficiaries are collectively referred to as the “Trust Beneficiaries”) of amounts due under such Employment Agreements (the amounts so payable are collectively referred to as the “Benefits”); and

WHEREAS, the Company hereby establishes a trust (the “Trust”) and shall contribute to the Trust assets that shall be held therein (the “Fund”) on the date hereof, subject to the claims of the Company’s creditors in the event the Company becomes Insolvent (as that term is defined in Section 3(a) hereof), until paid to the Trust Beneficiaries in such manner and at such times as specified in the Employment Agreements and in this Trust Agreement;

NOW, THEREFORE, the parties do hereby establish the Trust and agree that the Trust shall be comprised, held and disposed of as follows:

(a) The Trust is intended to be a Grantor Trust, of which the Company is the Grantor, within the meaning of subpart E, part I, subchapter J, chapter 1, subtitle A of the Internal Revenue Code of 1986, as amended (the “Code”), and shall be construed accordingly.

(b) The Company shall be considered a Grantor for the purposes of the Trust.

(c) The purpose of the Trust is to provide a fund from which the obligations, if any, of the Company to the Participants pursuant to the Employment Agreements are fulfilled.

(d) The Trust hereby established is revocable by the Company; it shall become irrevocable upon a Change in Control, as defined herein.

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(e) The Company hereby deposits with the Trustee in the Trust one-hundred dollars and zero cents ($100.00), which shall become the principal of the Trust to be held, administered and disposed of by the Trustee as provided in this Trust Agreement.

(f) On the date hereof, the Company hereby makes a contribution to the Trust in an amount that is sufficient (taking into account the Trust assets, if any, resulting from prior contributions) to fund the Trust in an amount equal to no less than 100% but no more than 125% of the amount necessary to pay each Trust Beneficiary the Benefits to which Trust Beneficiaries would be entitled pursuant to the terms of the Employment Agreements as of the date on which the Change in Control occurred. The Company shall also fund a separate legal expense reserve for the Trustee in the amount of $100,000.00. Such contribution shall become the principal of the Trust to be held, administered and disposed of by the Trustee as provided in this Trust Agreement.

(g) The principal of the Trust, and any earnings thereon shall be held separate and apart from other funds of the Company and shall be used exclusively for the uses and purposes of Participants and general creditors as herein set forth. Trust Beneficiaries shall have no preferred claim on, or any beneficial ownership interest in, any assets of the Trust. Any rights created under the Employment Agreements and this Trust Agreement shall be unsecured contractual rights of Trust Beneficiaries against the Company. Any assets held by the Trust will be subject to the claims of the general creditors of the Company under federal and state law in the event the Company is Insolvent, as defined in Section 3(a) herein.

(h) The Company may, in its sole discretion, at any time, or from time to time, make additional deposits of cash or other property acceptable to the Trustee in the Trust to augment the principal to be held, administered and disposed of by the Trustee as provided in this Trust Agreement. Prior to a Change in Control, neither the Trustee nor any Trust Beneficiary shall have any right to compel additional deposits.

(a) Upon a Change in Control and thereafter, the Trustee shall independently and in its sole discretion determine each Participant’s entitlement to receive Benefits due under the Employment Agreements; provided, however, that a Trust Beneficiary may make application to the Trustee for an independent decision as to the amount or form of their Benefits due under the Employment Agreements. In making any determination required or permitted to be made by the Trustee under this Section 2(a), the Trustee may consult with and make such inquiries of such persons, including the Trust Beneficiary, the Company, legal counsel, actuaries or other persons, as the Trustee may reasonably deem necessary. Any reasonable costs incurred by the Trustee in arriving at its determination shall be reimbursed by the Company and, to the extent not paid by the Company within a reasonable time, shall be charged to the Trust. The Company waives any right to contest any amount paid over by the Trustee hereunder pursuant to a good faith determination made by the Trustee notwithstanding any claim by or on behalf of the Company (absent a manifest abuse of discretion by the Trustee) that such payments should not be made.

(b) Provided that the Company is not Insolvent, the Trustee shall make payments of Benefits to each Participant from the assets of the Trust in compliance and conformity with the terms of the Employment Agreements as may be determined by the Trustee in its sole and absolute discretion.

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(c) The Company may make payment of benefits directly to Trust Beneficiaries as they become due under the terms of the Employment Agreements. The Company shall notify the Trustee of its decision to make payment of benefits directly prior to the time amounts are payable to Trust Beneficiaries. In addition, if the principal of the Trust, and any earnings thereon, are not sufficient to make payments of benefits in accordance with the terms of the Employment Agreements, the Company shall make the balance of each such payment as it falls due in accordance with the Employment Agreements. The Trustee shall notify the Company where principal and earnings are not sufficient. Nothing in this Trust Agreement shall relieve the Company of its liabilities to pay benefits due under the Employment Agreements except to the extent such liabilities are met by application of assets of the Trust.

(c) The Trustee agrees that it will not itself institute any action at law or at equity, whether in the nature of an accounting, interpleading action, request for a declaratory judgment or otherwise, requesting a court or administrative or quasi-judicial body to make the determination required to be made by the Trustee under this Section 2 in the place and stead of the Trustee. The Trustee may (and, if necessary or appropriate, shall) institute an action to collect a contribution due the Trust following a Change in Control or in the event that the Trust should ever experience a short-fall in the amount of assets necessary to make payments pursuant to the terms of the Employment Agreements.

(e) The Trustee shall withhold from any payment to a Trust Beneficiary all taxes and other amounts required by law to be so withheld on supplemental wages, and shall pay over to the appropriate government authority the amounts withheld, and such payments shall reflect the Company’s Employer Identification Number as the payor.

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Except as provided in Section 3 hereof, after the Trust has become irrevocable, the Company shall have no right or power to direct the Trustee to return to the Company or to divert to others any of the Trust assets before all payment of benefits have been made to Trust Beneficiaries and all legal fees pursuant to the terms of the Employment Agreements.

(i) To invest and reinvest in any readily marketable common and preferred stocks, bonds, notes, debentures (including convertible stocks and securities but not including any stock or security of the Trustee or the Company other than a de minimis amount held in a collective or mutual fund), certificates of deposit or demand or time deposits (including any such deposits with the Trustee) and shares of investment companies and mutual funds, without being limited to the classes or property in which the Trustees are authorized to invest by any law or any rule of court of any state and without regard to the proportion any such property may bear to the entire amount of the Fund;

(ii) To invest and reinvest all or any portion of the Fund collectively through the medium of any proprietary mutual fund that may be established and maintained by the Trustee;

(iii) To commingle for investment purposes all or any portion of the Fund with assets of any other similar trust or trusts established by the Company with the Trustee for the purpose of safeguarding deferred compensation or retirement income benefits of its employees and/or directors;

(iv) To retain any property at any time received by the Trustee;

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(v) To sell or exchange any property held by it at public or private sale, for cash or on credit, to grant and exercise options for the purchase or exchange thereof, to exercise all conversion or subscription rights pertaining to any such property and to enter into any covenant or agreement to purchase any property in the future;

(vi) To participate in any plan of reorganization, consolidation, merger, combination, liquidation or other similar plan relating to property held by it and to consent to or oppose any such plan or any action thereunder or any contract, lease, mortgage, purchase, sale or other action by any person;

(vii) To deposit any property held by it with any protective, reorganization or similar committee, to delegate discretionary power thereto, and to pay part of the expenses and compensation thereof any assessments levied with respect to any such property to deposited;

(viii) To extend the time of payment of any obligation held by it;

(ix) To hold uninvested any moneys received by it, without liability for interest thereon, but only in anticipation of payments due for investments, reinvestments, expenses or disbursements;

(x) To exercise all voting or other rights with respect to any property held by it and to grant proxies, discretionary or otherwise;

(xi) For the purposes of the Trust, to borrow money from others, to issue its promissory note or notes therefor, and to secure the repayment thereof by pledging any property held by it;

(xii) To employ suitable contractors and counsel, who may be counsel to the Company or to the Trustee, and to pay their reasonable expenses and compensation from the Fund to the extent not paid by the Company;

(xiii) To register investments in its own name or in the name of a nominee; to hold any investment in bearer form; and to combine certificates representing securities with certificates of the same issue held by it in other fiduciary capacities or to deposit or to arrange for the deposit of such securities with any depository, even though, when so deposited, such securities may be held in the name of the nominee of such depository with other securities deposited therewith by other persons, or to deposit or to arrange for the deposit of any securities issued or guaranteed by the United States government, or any agency or instrumentality thereof, including securities evidenced by book entries rather than by certificates, with the United States Department of the Treasury or a Federal Reserve Bank, even though, when so deposited, such securities may not be held separate from securities deposited therein by other persons; provided, however, that no securities held in the Fund shall be deposited with the United States Department of the Treasury or a Federal Reserve Bank or other depository in the same account as any individual property of the Trustee, and provided, further, that the books and records of the Trustee shall at all times show that all such securities are part of the Fund;

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(xiv) To settle, compromise or submit to arbitration any claims, debts or damages due or owing to or from the Trust, respectively, to commence or defend suits or legal proceedings to protect any interest of the Trust, and to represent the Trust in all suits or legal proceedings in any court or before any other body or tribunal; provided, however, that the Trustee shall not be required to take any such action unless it shall have been indemnified by the Company to its reasonable satisfaction against liability or expenses it might incur therefrom;

(xv) To hold and retain policies of life insurance, annuity contracts, and other property of any kind which policies are contributed to the Trust by the Company or any subsidiary of the Company or are purchased by the Trustee;

(xvi) To hold any other class of assets which may be contributed by the Company and that is deemed reasonable by the Trustee, unless expressly prohibited herein;

(xvii) To loan any securities at any time held by it to brokers or dealers upon such security as may be deemed advisable, and during the terms of any such loan to permit the loaned securities to be transferred into the name of and voted by the borrower or others; and

(xviii) Generally, to do all acts, whether or not expressly authorized, that the Trustee may deem necessary or desirable for the protection of the Fund.

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The Trustee shall keep accurate and detailed records of all investments, receipts, disbursements, and all other transactions required to be made, including such specific records as shall be agreed upon in writing between the Company and the Trustee. Within forty-five (45) days following the close of each calendar year and within forty-five (45) days after the removal or resignation of the Trustee, the Trustee shall deliver to the Company a written account of its administration of the Trust during such year or during the period from the close of the last preceding year to the date of such removal or resignation setting forth all investments, receipts, disbursements and other transactions effected

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by it, including a description of all securities and investments purchased and sold with the cost or net proceeds of such purchases or sales (accrued interest paid or receivable being shown separately), and showing all cash, securities and other property held in the Trust at the end of such year or as of the date of such removal or resignation, as the case may be. The Company may approve such account by an instrument in writing delivered to the Trustee. In the absence of the Company’s filing with the Trustee objections to any such account within one hundred eighty (180) days after its receipt, the Company shall be deemed to have so approved such account. In such case, or upon the written approval by the Company of any such account, the Trustee shall, to the extent permitted by law, be discharged from all liability to the Company for its acts or failures to act described by such account. The foregoing, however, shall not preclude the Trustee from having its accounting settled by a court of competent jurisdiction. The Trustee shall be entitled to hold and to commingle the assets of the Trust in one Fund for investment purposes but at the direction of the Company prior to a Change in Control, the Trustee shall create one or more sub-accounts.

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The Trustee’s compensation shall be as agreed in writing from time to time by the Company and the Trustee. The Company shall pay all administrative expenses and the Trustee’s fees and shall promptly reimburse the Trustee for any fees and expenses of its agents. If not so paid, the fees and expenses shall be paid from the Trust expense reserve.

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[SIGNATURES ON THE FOLLOWING PAGE]

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IN WITNESS WHEREOF, this Grantor Trust Agreement has been executed on behalf of the parties hereto on the day and year first above written.

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