0001354488-07-000088 Sample Contracts

FUNDS ESCROW AGREEMENT
Funds Escrow Agreement • January 23rd, 2007 • Cord Blood America, Inc. • Services-medical laboratories • New York

This Agreement is dated as of the ____ day of July, 2006 among Cord Blood America, Inc., a Florida corporation (the "Company"), Strategic Working Capital Fund, LP (“Subscriber”), and Grushko & Mittman, P.C. (the "Escrow Agent"):

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Contract
Promissory Note • January 23rd, 2007 • Cord Blood America, Inc. • Services-medical laboratories • New York

THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THIS NOTE MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS NOTE UNDER SAID ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO CORD BLOOD AMERICA, INC. THAT SUCH REGISTRATION IS NOT REQUIRED.

Cornell Capital Partners, LP Jersey City, New Jersey 07302 June 27, 2006
Securities Purchase Agreement • January 23rd, 2007 • Cord Blood America, Inc. • Services-medical laboratories

This Letter Agreement (“Agreement”) will confirm the understanding between Cord Blood America, Inc. (the “Company”) and Cornell Capital Partners, LP (the “Cornell”).

SUBSCRIPTION AGREEMENT
Subscription Agreement • January 23rd, 2007 • Cord Blood America, Inc. • Services-medical laboratories • New York

THIS SUBSCRIPTION AGREEMENT (this “Agreement”), dated as of July ___, 2006, by and among Cord Blood America Inc., a Florida corporation (the “Company”), and the subscribers identified on the signature page hereto (each a “Subscriber” and collectively “Subscribers”).

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