0001354488-06-000618 Sample Contracts

SUBLEASE
Sublease • October 18th, 2006 • Cord Blood America, Inc. • Services-medical laboratories • Pennsylvania

THIS SUBLEASE (“Sublease”) dated as of October 1, 2006 is made by and between CorCell, Inc., a Delaware corporation with an address at 1717 Arch Street, Suite 1410, Philadelphia, Pennsylvania 19103 (“Sublandlord”) and Cord Blood America, Inc., a Florida corporation with an address at 9000 Sunset Boulevard, Suite 400, Los Angeles, California 90069 (“Subtenant”).

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BILL OF SALE
Bill of Sale • October 18th, 2006 • Cord Blood America, Inc. • Services-medical laboratories • Delaware

THIS BILL OF SALE is made and entered into to be effective as of the 12th day of October, 2006, by CorCell, Inc., a Delaware corporation (“Seller”) in favor of Cord Blood America, Inc., a Florida corporation (“Buyer”).

AGREEMENT
Employment Agreement • October 18th, 2006 • Cord Blood America, Inc. • Services-medical laboratories • Pennsylvania

AND NOW, this 13th day of October, 2006, Marion Malone (hereinafter “Employee”), enters into this Agreement with CorCell, Inc. (“CorCell”) and Cord Blood America, Inc. (hereinafter “Cord Blood America”) on the following terms and conditions.

AGREEMENT
Employment Agreement • October 18th, 2006 • Cord Blood America, Inc. • Services-medical laboratories • Pennsylvania

AND NOW, this 13th day of October, 2006, Jill Hutt (hereinafter “Employee”), enters into this Agreement with CorCell, Inc. (“CorCell”) and Cord Blood America, Inc. (hereinafter “Cord Blood America”) on the following terms and conditions.

AGREEMENT
Employment Agreement • October 18th, 2006 • Cord Blood America, Inc. • Services-medical laboratories • Pennsylvania

AND NOW, this 13th day of October, 2006, Marcia Laleman (hereinafter “Employee”), enters into this Agreement with CorCell, Inc. (“CorCell”) and Cord Blood America, Inc. (hereinafter “Cord Blood America”) on the following terms and conditions.

AGREEMENT
Employment Agreement • October 18th, 2006 • Cord Blood America, Inc. • Services-medical laboratories • Pennsylvania

AND NOW, this 13th day of October, 2006, George Venianakis (hereinafter “Employee”), enters into this Agreement with CorCell, Inc. (“CorCell”) and Cord Blood America, Inc. (hereinafter “Cord Blood America”) on the following terms and conditions.

TECHNOLOGY LICENSE AGREEMENT
Technology License Agreement • October 18th, 2006 • Cord Blood America, Inc. • Services-medical laboratories

This TECHNOLOGY LICENSE AGREEMENT (this “Agreement”) is made as of October 1, 2006 between Vita 34 AG, a company organized under the laws of Germany (“Vita 34”) and Cord Blood America, Inc. 9000 Sunset Boulevard, Suite 400, Los Angeles, CA 90069 (“CBAI”).

SCHEDULE 1(A) ADDITIONAL ACQUIRED ASSETS
Purchase Agreement • October 18th, 2006 • Cord Blood America, Inc. • Services-medical laboratories
ASSIGNMENT AND ASSUMPTION AGREEMENT
Assignment and Assumption Agreement • October 18th, 2006 • Cord Blood America, Inc. • Services-medical laboratories • Delaware

THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (the “Agreement”) is made and entered into to be effective as of the 12th day of October, 2006, by and between CorCell, Inc., a Delaware corporation (“Seller”), and Cord Blood America, Inc., a Florida corporation (“Buyer”).

TRADEMARK ASSIGNMENT AGREEMENT
Trademark Assignment Agreement • October 18th, 2006 • Cord Blood America, Inc. • Services-medical laboratories
Agreement by and between Cord Blood America, Inc and Cornell Capital Partners, LP executed October 13, 2006.
Secured Convertible Debenture and Warrant Agreement • October 18th, 2006 • Cord Blood America, Inc. • Services-medical laboratories

This letter is to notify Cornell Capital Partners, LP (“Cornell”) that Cord Blood America, Inc. (“Cord Blood”) has executed a stock issuance agreement with Independence Blue Cross (the “Offering”). In connection with the Offering, Cord Blood has issued and sold, or shall be deemed to have issued and sold shares of Common Stock at a price per share of $0.101.

STOCK PURCHASE AGREEMENT
Stock Purchase Agreement • October 18th, 2006 • Cord Blood America, Inc. • Services-medical laboratories • Pennsylvania

THIS STOCK PURCHASE AGREEMENT (this “Agreement”), dated as of October 13, 2006, by and among CORD BLOOD AMERICA, INC., a Florida corporation (the “Company”), and INDEPENDENCE BLUE CROSS, a Pennsylvania not for profit hospital plan corporation (“Buyer”).

NON-COMPETITION AND CONFIDENTIALITY AGREEMENT
Non-Competition Agreement • October 18th, 2006 • Cord Blood America, Inc. • Services-medical laboratories • Delaware

THIS NON-COMPETITION AND CONFIDENTIALITY AGREEMENT (this “Agreement”) is made and entered into as of this 12th day of October, 2006 (the “Effective Date”) by and among Cord Blood America, Inc., a Florida corporation (the “Buyer”), CorCell, Inc., a Delaware corporation (“CorCell”), and Vita 34 International AG, a German corporation (“Vita 34”, and together with CorCell, the “Companies”, and each individually is referred to herein as a “Company”).

ASSET PURCHASE AGREEMENT
Asset Purchase Agreement • October 18th, 2006 • Cord Blood America, Inc. • Services-medical laboratories • Delaware

THIS ASSET PURCHASE AGREEMENT is made as of the 1st day of October, 2006 between CorCell, Inc., a Delaware corporation (the “Seller”) and Cord Blood America, Inc., a Florida corporation (the “Buyer”).

AGREEMENT
Employment Agreement • October 18th, 2006 • Cord Blood America, Inc. • Services-medical laboratories • Pennsylvania

AND NOW, this 13th day of October, 2006, Bruce Ditnes (hereinafter “Employee”), enters into this Agreement with CorCell, Inc. (“CorCell”) and Cord Blood America, Inc. (hereinafter “Cord Blood America”) on the following terms and conditions.

AGREEMENT
Employment Agreement • October 18th, 2006 • Cord Blood America, Inc. • Services-medical laboratories • Pennsylvania

AND NOW, this 13th day of October, 2006, Antonia Lafferty (hereinafter “Employee”), enters into this Agreement with CorCell, Inc. (“CorCell”) and Cord Blood America, Inc. (hereinafter “Cord Blood America”) on the following terms and conditions.

SCHEDULE 1(A) ADDITIONAL ACQUIRED ASSETS
Asset Purchase Agreement • October 18th, 2006 • Cord Blood America, Inc. • Services-medical laboratories

Current Liabilities – Deferred Revenue, specifically identified and reconciled as per a detailed schedule to be provided by Seller

EXISTING SAMPLES PURCHASE AGREEMENT
Purchase Agreement • October 18th, 2006 • Cord Blood America, Inc. • Services-medical laboratories • Delaware

THIS EXISTING SAMPLES PURCHASE AGREEMENT is made as of the 12th day of October, 2006 between CorCell, Inc., a Delaware corporation (the “Seller) and Cord Blood America, Inc., a Florida corporation (the “Buyer”).

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • October 18th, 2006 • Cord Blood America, Inc. • Services-medical laboratories • Pennsylvania

This Agreement is made pursuant to the Stock Purchase Agreement, dated as of the date hereof, by and between the Purchaser and the Company (as amended, modified or supplemented from time to time, the “Stock Purchase Agreement”).

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