EXHIBIT 10.0

This is a Patent License Agreement (the "Agreement"), entered into as of January 1, 2004, between PharmaStem Therapeutics, Inc., a Delaware corporation having an address of 700 Building, 435 Devon Park Drive, Wayne, PA 19087-1990 ("PharmaStem" or "Licensor"), and Cord Partners, Inc., ("Cord Partners" or "Licensee"), a Florida corporation having an address of 10940 Wilshire Boulevard, 6th Floor, Los Angeles, CA 90024.

Background. PharmaStem owns patents which relate to the storage, expansion, and use of human stem cells. Cord Partners is in the business of storing, expanding, and using hematopoietic stem cells and desires a license under PharmaStem's patent portfolio. The parties hereto are entering into this Agreement for the purpose of setting forth the terms and conditions of the license.

NOW, THEREFORE, in consideration of the promises and covenants contained herein, the parties agree as follows:

1. Definitions. The terms defined below shall have the meanings defined herein, when used in capital letters:

a. "Collection" or "Collected" means accumulation of or accumulated Cord Blood in a container.

b. "Cord Blood" means blood or any blood components (including without limitation stem cells) collected from a human umbilical cord and/or placenta.

c. "Cryopreservative" means an agent capable of preserving at very low temperatures.

d. "Cryopreserve" means to preserve a material, such as Cord Blood or Stem Cells, by freezing.

e. "Cryopreserved Blood" means (i) frozen Cord Blood, (ii) frozen and thawed Cord Blood or (iii) any other composition which would, but for this Agreement, infringe one or more claims of the Licensed Patents, in all three instances with or without a Cryopreservative.

f. "Effective Date" means the date noted in the first line of this Agreement.

g. "Expanded Stem Cells" means Stem Cells, expanded from Cryopreserved Blood, or Cryopreserved after expansion.

h. "Lawsuit" means PharmaStem Therapeutics, Inc. v. ViaCell, Inc. et al., United States District Court for the District of Delaware, Civ. No. 02-148 GMS.

i. "Licensed Patents" means U.S. Patents Nos. 5,004,681, 5,192,553, 6,461,645, 6,569,427 and 6,605,275 and all patents that are related to any or all of those patents through priority or otherwise, directly or indirectly, including but not limited to, continuations, continuations in part, divisions, reissues and reexaminations thereof, and shall further include any other

Cord Partners: _______________ PharmaStem: _______________ Date: ____________ Date: ______________

          patents owned or licensable by PharmaStem, with an effective
          filing date prior to the Effective Date, that relate to
          pharmaceutical compositions of human hematopoietic stem cells
          derived from umbilical cord or placental blood and the
          collection, storage or therapeutic use of the same.

j.       "Licensed Process" means any process for the Collection,
         storage or use of Cord Blood that would, but for this
         Agreement, infringe one or more claims of Licensed Patents.

k.       "Modified Stem Cells" means Stem Cells, modified from
         Cryopreserved Blood, or Cryopreserved after modification.

l.       "Patent Term" means the period ending on the expiration date
         of the last-to-expire of the Licensed Patents.

m.       "Revenues" means gross revenues paid to Licensee with respect
         to the (i) creation, use or storage of any composition or use
         of any process that would, but for this Agreement, infringe
         one or more claims of the Licensed Patents, (ii) Collection,
         storage or and/or use of Specimens, or (iii) creation, storage
         or use of Expanded Stem Cells or Modified Stem Cells.

n.       "Specimen" means a discrete amount of Cryopreserved Blood
         Collected from a human.

o.       "Stem Cells" means stem cells derived from Cord Blood.

p.       "Storage Revenues" means Revenues based on the storage of
         Specimens.

q.       "Territory" means the United States of America, its
         territories, possessions, and overseas military bases.

2. Release and Dismissal of PharmaStem Therapeutics, Inc. v. Alpha Cord, Inc. et al., United States District Court for the Northern District of California, Case No. 04-00564-JSW.

a. In consideration of the mutual covenants, conditions and agreements contained herein, and subject to the other provisions of this Agreement, PharmaStem, on behalf of itself, its assigns, and successors, hereby fully and forever releases, discharges, and covenants not to sue or otherwise institute or prosecute any legal, administrative, or other proceeding against Cord Partners and its representatives, agents, servants, employees, officers, directors and shareholders, with respect to any and all liabilities and claims asserted by PharmaStem in the Lawsuit.

b. In consideration of the mutual covenants, conditions and agreements contained herein, and subject to the other provisions of this Agreement, Cord Partners on behalf of itself, its assigns, and successors, hereby fully and forever releases, discharges, and covenants not to sue or otherwise institute or prosecute any legal, administrative, or other proceeding against PharmaStem and its representatives, agents, servants, employees, officers, directors and shareholders with respect to any and all liabilities and counterclaims asserted by Cord Partners in the Lawsuit.

Cord Partners: _______________ PharmaStem: _______________ Date: ____________ Date: ______________

c.       Upon execution of this Agreement, the parties will file with
         the Court a stipulation to dismiss all claims and
         counterclaims between the parties in the Lawsuit, with
         prejudice, according to the terms of this Agreement. Each
         party agrees to bear responsibility for all attorneys' fees,
         expenses and costs that it has accrued in relation to the
         lawsuit. This Agreement will be submitted to the Court, as an
         exhibit to the stipulated dismissal, subject to a motion to
         seal the Agreement under the local rules of the Court.

3. License Grant to Licensee.

Licensor hereby grants to Licensee a non-exclusive, non-transferable, royalty-bearing license under the Licensed Patents in the Territory to:

a. collect, make, have made, store, process, sell and import Cryopreserved Blood, but not to make, have made, Cryopreserve, store, process, use, sell, or import Expanded Stem Cells or Modified Stem Cells;

b. make, have made, Cryopreserve, store, process, use, sell, or import Expanded Stem Cells or Modified Stem Cells; and

c. in all other respects, perform Licensed Processes.

4. Limitations on License Grant.

a. Licensee shall have no rights under this Agreement to sublicense Licensed Patents, either directly or indirectly.

b. This Agreement does not enable Licensee to perform for entities or subcontract to entities that have not entered into separate license agreements with PharmaStem. However, it enables Licensee to subcontract services for Collection or storage of Cryopreserved Blood or creation or storage of Expanded Stem Cells or Modified Stem Cells for a limited time only, provided that the subcontractor enters into a separate license agreement with PharmaStem within ninety (90) days from the effective date of the subcontracting agreement between Licensee and its subcontractor.

5. License Fees. In consideration of the licenses granted to Licensee hereunder, Licensee agrees to make the following payments:

a. Standard Royalties for the License of Subparagraph 3(a). In consideration of the license of subparagraph 3(a), Licensee shall pay PharmaStem non-refundable royalty fees as follows:

                  i.       Specimen Collection Fee. Fifteen percent (15%) of all
                           Revenues generated at or around the time of
                           Collection, with a minimum cash fee of Two Hundred
                           Twenty Five Dollars ($225) for each Specimen
                           Collected during the Patent Term.

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Cord Partners: _______________                      PharmaStem: _______________
Date: ____________                                   Date: ______________

ii. Annual Specimen Storage Fee. Fifteen percent (15%) of all Revenues generated after the Collection, with a minimum cash fee of Twenty Five Dollars ($25) for each Specimen stored per year during the Patent Term.

b. Standard Royalties for the Licenses of Subparagraphs 3(b) and
3(c). In consideration of the licenses of subparagraphs 3(b) and 3(c), Licensee shall pay to PharmaStem non-refundable royalty fees as follows:

i. Expanded or Modified Stem Cells. Fifteen percent (15%) of Revenues generated during the Patent Term from any product created or service performed involving Expanded Stem Cells or Modified Stem Cells; or

ii. Alternative Fees. Fifteen percent (15%) of Revenues generated from the performance of Licensed Processes not otherwise subject to royalty under subparagraphs 5(b)(i) or (ii) or 5(c)(i).

6. Payments.

All royalty fees payable under paragraph 5(a)(i) shall accrue immediately upon the performance of the licensed activity giving rise to the royalty obligation while all other royalty obligations shall accrue upon receipt of revenue. All accrued royalties for the calendar quarter shall be paid by Licensee to PharmaStem in U.S. Dollars within thirty (30) days after the end of each calendar quarter.

7. Reports.

a. Each payment under paragraph 6 shall be accompanied by a written report, in the form of Exhibit A, certified by Licensee to be complete and accurate, setting forth all information reasonably necessary to calculate payments due hereunder, including whether Licensee has complied with the most current procedures established under paragraph 7(b). If no payment is due in any calendar quarter as a result of the lack of any activity giving rise to a royalty obligation, Licensee shall provide a report no later than thirty (30) days after the end of each calendar quarter.

b. Licensee shall provide PharmaStem with a copy of its procedures established for the collection of data regarding royalty fees payable hereunder and the computation and payment of such royalty fees, (which procedures shall be in form and substance satisfactory to PharmaStem) and shall review and update those procedures, if appropriate, at least biannually, and provide PharmaStem with a copy of those updated procedures.

8. Audits. Licensee shall keep books and records adequate to determine accurately the payments due under this Agreement. The books and records must be retained for at least seven (7) years after the delivery of the respective royalty reports to which they relate. PharmaStem shall have the right, no more than once during any calendar year, to have an independent certified public accountant inspect the relevant records of Licensee and confer with designated employees of Licensee on thirty
(30) business days notice and during regular business hours to verify the reports and payments required to be made hereunder.

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Cord Partners: _______________                      PharmaStem: _______________
Date: ____________                                  Date: ______________

The auditor is authorized to provide PharmaStem with a written report, supported by copies of the applicable Licensee documentation, showing the results of the audit. Should an underpayment in excess of ten percent (10%) be discovered, Licensee shall pay the cost of the audit. In any event, Licensee shall promptly pay any underpayment together with interest at the annual rate of twelve percent (12%).

9. Insurance. Licensee shall, at all times maintain product liability insurance in adequate amounts, but in any case not less than Three Million Dollars ($3,000,000) per occurrence, and commercial general liability insurance, errors and omissions insurance and any other insurance policies that are customary for the health care industry, each in adequate amounts but in any case not less than One Million Dollars ($1,000,000) per occurrence (hereinafter collectively "Insurance") with a carrier reasonably acceptable to PharmaStem, naming PharmaStem as an additional insured, and providing that such Insurance may not be cancelled without thirty (30) days prior notice to PharmaStem. Cord Partners shall provide PharmaStem with a certificate of the carrier, evidencing that insurance, no later than the Effective Date.

10. Assignment, Successors and Assigns.

a. This Agreement and the licenses granted herein are personal to Licensee and may not be assigned by Licensee, in whole or in part, without the prior written consent of PharmaStem. An Initial Public Offering (IPO) of any class or series of Licensee stock is not an assignment for purposes of this
Section 10. A transfer of the rights and obligations of Licensee under this Agreement in connection with any merger or consolidation of Licensee, a change of control or sale of all or substantially all of the assets of Licensee, or the assets used in connection with this Agreement, shall be deemed an assignment for purposes of this paragraph 9(a) and shall require the prior written consent of PharmaStem. Any assignment of this Agreement in violation of this paragraph shall be void ab initio.

b. In addition to and not in limitation of paragraph 10(a), if Licensee directly or indirectly, merges with or is acquired by a third party which, at the time of the merger or acquisition, is an infringer of one or more Licensed Patents, this Agreement shall terminate unless the third party negotiates a license agreement with PharmaStem within sixty (60) days after the merger or acquisition becomes effective.

c. If Licensee, directly or indirectly, mergers with or is acquired by a third party which, at the time of the merger or acquisition, has a license under the Licensed Patents, the terms of the license agreement with the higher royalty fees shall apply to the merged or acquired entity and the other license agreement shall terminate upon completion of the merger or acquisition.

d. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and

                  permitted assigns.

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Cord Partners: _______________                      PharmaStem: _______________
Date: ____________                                   Date: ______________

11. Term. The term of this Agreement shall commence on the Effective Date and terminate, as to the license under the Licensed Patents and the future obligation to pay royalties, at the end of the Patent Term, unless this Agreement is sooner terminated in accordance with its terms.

12. Termination.

a. For Cause. This Agreement may be canceled by either party, upon thirty (30) days prior written notice, if the other party is in breach of any of its material obligations hereunder, including without limitation the payment of any royalty fee due and owing, and the breach is not remedied within such thirty (30) day notice period.

b. For Challenge. PharmaStem may terminate the Agreement, on thirty (30) days notice, if Licensee challenges the validity or enforceability of any of the Licensed Patents in any judicial or administrative proceeding.

c. Adjudication of Invalidity. This Agreement may be terminated by Cord Partners upon the entry of a judgment in the Lawsuit from which no appeal is taken within the statutory time period, that all of the Licensed Patents are invalid, not infringed or unenforceable.

d. Failure to Obtain Insurance. PharmaStem may terminate this Agreement immediately in the event that Licensee fails to obtain or maintain continuously in effect the Insurance, as provided in paragraph 9.

13. Effect of Termination. Termination or expiration of this Agreement shall have no effect on PharmaStem's right to receive reports and royalty fees, conduct audits and enforce its rights related to activities prior to the date on which termination or expiration is effective. All of Licensee's rights and privileges to use the Licensed Patents shall cease upon the expiration of this Agreement or termination by either party.

14. Notices. All notices or other communications required or permitted under this Agreement shall be in writing and shall be delivered by personal delivery, registered mail return receipt requested, a "Next Day Air" delivery service or by wire communications (i.e., telex, fax, etc.), at the address indicated in this Agreement or as otherwise duly notified.

15. Dispute Resolution.

a. Negotiation of Disputes. In the event of any dispute arising under this Agreement, senior executives of the parties with decision making authority shall meet in Philadelphia, PA as soon as reasonably possible (but no later than sixty (60) days after notice) and shall enter into good faith negotiations aimed at resolving the dispute. If they are unable to resolve the dispute in a mutually satisfactory manner within an additional sixty (60) days, the matter may be submitted to mediation/arbitration as provided for in paragraphs 15(c) and
(d) ; provided, however, that if Licensee challenges the validity of any of the Licensed Patents in connection with any dispute arising hereunder or otherwise, PharmaStem shall have the right to terminate this Agreement and pursue litigation of all issues relating to the Licensed Patents and this Agreement. For purposes of this Agreement, Licensee's bringing prior art to the attention of PharmaStem without additional efforts directed toward obtaining a finding that any claim of the Licensed Patents is invalid shall not be deemed a challenge to the validity of the Licensed Patents.

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Cord Partners: _______________                      PharmaStem: _______________
Date: ____________                                   Date: ______________

b. Mediation of Disputes. At the mutual option and consent of the parties, the parties may agree to submit any unresolved dispute to a sole mediator selected by the parties as soon as reasonably possible (but no later than sixty (60) days after mutual consent). If not thus resolved, the parties shall proceed as specified in paragraph 15(c), unless litigation is pursued by PharmaStem pursuant to paragraph 15(a).

c. Arbitration of Disputes. Subject to paragraph 15(a), any unresolved disputes arising under or related to this Agreement, including without limitation, any dispute as to the validity, enforceability or applicability of any of the Licensed Patents, shall be submitted to an arbitration proceeding in Philadelphia, PA. The proceeding shall be conducted under the then prevailing rules for commercial arbitration (or, if the matter involves issues of patent validity, infringement or enforceability, the patent arbitration rules) of the American Arbitration Association ("AAA"), by a single arbitrator, reasonably acceptable to both of the parties, who must be an attorney with substantial business and licensing experience in the field of biological sciences and, if the matter includes issues of patent law, must be a patent attorney with at least fifteen (15) years of legal experience including substantial patent litigation experience. If the parties are unable to agree on an arbitrator, an arbitrator with those qualifications shall be appointed by the AAA from its panel of experts. The arbitrator shall have the authority to permit limited discovery to the extent required by a party in order to establish its case. The decision of the arbitrator shall be final and binding and may be entered and enforced in any court of competent jurisdiction. Any monetary award shall be payable in U.S. dollars, free of any tax, offset or other deduction. Any determination of the arbitration shall be confidential to the parties hereto and binding solely on the parties hereto.

d. Fees. The parties shall bear their own costs and attorney fees during any mediation and arbitration, except that the arbitrator shall be permitted, in his discretion, to award costs and reasonable attorneys fees to the prevailing party.

16. Warranties of PharmaStem. PharmaStem warrants that:

a. It is the owner of all right, title and interest in and to the Licensed Patents; and

b. It has the full power and authority to enter into this Agreement and grant the license provided for hereunder.

c. To the best of its knowledge, with no investigation having been made or required to be made, it knows of no third party patents, which are necessarily infringed by the practice of the invention as claimed in the Licensed Patents.

17. Warranties of Licensee. Cord Partners represents and warrants to PharmaStem that

a. It has the full power and authority to enter into this Agreement.

b. It will not conduct any operations that make use of, and will not use in any manner or cause or permit any other person to use in any manner the Cryopreserved Blood, Modified Stem Cells, Expanded Stem Cells, Licensed Processes or, in any other way conduct business under the Licensed Patents without first obtaining the Insurance and thereafter during the term of this Agreement maintaining the Insurance continuously in effect.

         c.       It has collected 238 specimens prior to the Effective Date.

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Cord Partners: _______________                      PharmaStem: _______________
Date: ____________                                   Date: ______________

18. Product Liability. Licensee shall, at all times during the term of this Agreement and thereafter, indemnify, defend and hold Licensor, its directors, officers, employees, affiliates, successors and assigns harmless against all claims, proceedings, demands and liabilities of any kind whatsoever, including legal expenses and reasonable attorneys' fees, arising out of the death of or injury to any person or persons or out of any damage to property resulting from the production, manufacture, sale, use, lease, consumption or advertisement of Cord Blood, Cryopreserved Blood, Expanded Stem Cells or Modified Stem Cells or any other use of any Licensed Patents by, on behalf of, or under the direction or authorization of Licensee or resulting from any breach of any obligation of Licensee hereunder.

19. Miscellaneous.

a. Nothing in this Agreement shall be construed as:

i. A warranty or representation that any product or process will be free from infringement of patents of third parties;

ii. Conferring any license or right under any patent other than the Licensed Patents; or

iii. A warranty or representation as to the validity or enforceability of the Patents.

b. Because of the nature of the Licensed Patents and the interrelationship between their subject matter, Licensee acknowledges that it desires to obtain a license under all of the Licensed Patents as a group and not individually.

c. Licensee shall include an appropriate patent marking on products and services licensed hereunder, sufficient to notify purchasers of the existence of the Licensed Patents. The notice shall read "Licensed under U.S. Patents 5,004,681, 5,192,553, 6,461,645, 6,569,427 and 6,605,275." As soon as reasonably possible after receipt of a request from PharmaStem to modify the notice to add additional newly issued Licensed Patents, Licensee shall modify the notice.

d. The validity and interpretation of this Agreement shall be governed by the laws of the State of Delaware, without regard to conflicts of laws principles. Subject to paragraph 15, the parties further consent to jurisdiction of the state and Federal courts sitting in Wilmington, Delaware. Process may be served on either party by U.S. Mail, postage prepaid, certified or registered, return receipt requested, and addressed as indicated in this Agreement or as otherwise provided by proper notice.

e. This Agreement was negotiated in good faith by the parties as willing licensor and willing licensee, each of which was represented by counsel. Accordingly, the rule of construction that holds that any ambiguities shall be construed against the drafter shall not apply.

f. Licensee agrees that PharmaStem may disclose orally to other potential licensees the existence and nature of this Agreement, the fact that Licensee has taken a license under the Licensed Patents, and the royalty fee provisions of paragraphs 5 (b) and (c). The parties agree to the issuance of the Press Release attached as Exhibit B. The specific payments and royalties provided for herein shall not be publicly disclosed by a party without the consent of

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Cord Partners: _______________                      PharmaStem: _______________
Date: ____________                                   Date: ______________

the other party, except that this Agreement may be disclosed
(i) as may be required by law, (ii) in a patent infringement suit involving any of the Licensed Patents, under a reasonable protective order; (iii) subject to a reasonable confidentiality agreement, to prospective buyers of, or investors in, PharmaStem or Licensee, and (iv) to each party's outside legal and accounting advisors.

g. This Agreement (including the Exhibits attached hereto), the Negotiation Agreement dated February 19, 2004 shall be deemed to contain the complete and final agreement between the parties, and shall supersede all previous understandings relating to the subject matter hereof, whether oral or written. This Agreement may only be modified by a written agreement signed by duly authorized representatives of the parties.

h. This Agreement may be executed in two or more counterparts (including by facsimile), each of which shall be deemed an original, but all of which taken together shall constitute one and the same Agreement.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the day and year first above written.

PHARMASTEM THERAPEUTICS, INC.

AGREED:

CORD PARTNERS, INC.

AGREED:

TITLE: Chairman and Chief Executive Officer

Cord Partners: _______________ PharmaStem: _______________ Date: ____________ Date: ______________

EXHIBIT A

PATENT LICENSE AGREEMENT,
DATED
JANUARY 1, 2004,
BETWEEN
PHARMASTEM THERAPEUTICS, INC.
AND
CORD PARTNERS, INC.
(THE "LICENSE AGREEMENT")

Royalty Period Covered by this Report ("Royalty Period"):

Number of Specimens collected during the Royalty Period: Computation of royalty payable:

Number of Specimens stored during the Royalty Period: Computation of royalty payable:

Number of Specimens Expanded during the Royalty Period:
Gross Revenues from Expanded Specimens:
Royalty payable:

Number of Specimens Modified during the Royalty Period:
Gross Revenues from Modified Specimens:
Royalty payable:

Gross Revenues from Licensed Processes:
Royalty payable:

The undersigned hereby certifies that he (or she, as applicable) (1) has reviewed the manner in which data has been collected, analyzed and computed to prepare this report; (2) has consulted with patent counsel about any questions regarding the interpretation of the License Agreement or Licensed Patents; and
(3) has read this Report carefully and (4) the Report accurately states all royalty amounts accrued under the License Agreement for the Royalty Period and the Cash Position.

Terms used in this Royalty Report and defined in the License Agreement are used as defined.

Cord Partners: _______________ PharmaStem: _______________ Date: ____________ Date: ______________

EXHIBIT 10.1

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:

2.1.1    CBS shall test all Cord Blood received from CPI to
         determine whether it is appropriate for storage. CBS
         shall process and sto-re 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.

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, 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 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.

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.

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

BERGEN COMMUNITY REGIONAL                           CORD PARTNERS INC.
BLOOD CENTER


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

EXHIBIT 10.2

This Agreement (the "Agreement") is made and entered into as of the 19th day of March, 2004, by and between CORD PARTNERS, INC., a Florida corporation ("Cord Partners"), and GECKO MEDIA, INC., a Florida CORPORATION ("Gecko Media").

WHEREAS, Cord Partners is in the business of collecting, shipping, preserving and storing cord blood (the "Business");

WHEREAS, Gecko Media has developed a Web Site for Cord Partners (www.cordpartners.com) pursuant to which consumers may purchase Cord Partners' services (the "Web Site"); and

WHEREAS, Gecko Media has also agreed to maintain the Web Site and market the Products pursuant to the terms set forth below.

NOW, THEREFORE, in exchange for the mutual covenants contained herein and other consideration the receipt of which is acknowledged, Gecko Media and Cord Partners agree as follows:

1. CHARACTER AND EXTENT OF SERVICES. Gecko Media has delivered a Web Site to Cord Partners, which the parties agree comports with Cord Partners' specifications and is in good working order, and further agrees to maintain the Web Site in good working order and to host the Web Site during the term of this Agreement (the "Services"). Cord Partners shall cooperate with Gecko Media in connection with Gecko Media's provision of the Services.

2. COMPENSATION.

a. RETAINED SERVICES. Cord Partners agrees to compensate Gecko Media for services listed hereunder, in accordance with the following schedule:

March '04 - $5,000.00 per calendar month

April '04 - $5,000.00 per calendar month

May '04 - $5,000.00 per calendar month

June '04 through Termination of Agreement: $10,000.00 per calendar month

In the near future, Cord Partners intends to complete a transaction pursuant to which all of the issued and outstanding shares of common stock of Cord Partners will be acquired and thereafter owned by another corporation (the "Holding Company"). If such transaction is completed, then Cord Partners will cause the Holding Company to issue options to purchase 150,000 shares of common stock of the Holding Company at an exercise price of $0.25 per share in year one and to issue options to purchase 150,000 shares of common stock of the Holding Company at an exercise price of $1.00 per share in year two to Gecko Media.

b. PAYMENT. All retained service payments shall be paid on a monthly basis, on the first of each month in which services will be completed.

c. EXPENSES. Gecko Media shall be solely responsible for all expenses incurred by Gecko Media during the term of this Agreement and shall not be entitled to reimbursement from Cord Partners unless otherwise agreed to in advance by Cord Partners in writing. Without limiting the foregoing, Gecko Media shall be required to purchase any applicable third party licenses for any third party products that are necessary for Gecko Media to develop, maintain and host the Web Site. Such third party products may include, but are not limited to, side applications, clip art, "back end" applications, music, stock images or any other copyrighted work which Gecko Media deems necessary to purchase in connection with the Web Site. Cord Partners agrees to pay the following expenses: all hosting fees including email or internet service fees, secure socket layer certificates (SSL), domain names, merchant account fees, merchant account discount rates, all fees/costs associated with credit card processing, all search engine registration/submittal fees, re-occurring marketing fees of the search engines including but not limited to submission fees and cost per click campaigns.

3. TERM AND TERMINATION.

a. This Agreement shall be effective as of March 1, 2004 and shall continue through March 31, 2006.

b. Either party may terminate this Agreement if the other party is in material breach of the Agreement as set forth below: The non-breaching party shall provide the breaching party with written notice of the intent to terminate, which notice shall specify the alleged breach. The breaching party shall have sixty days to remedy the breach from the date of the notice. If the breaching party has not remedied the breach within such sixty-day period, the non-breaching party may terminate the Agreement at any time thereafter.

4. INDEPENDENT CONTRACTORS. In performing their respective duties under this Agreement, each of the parties shall be operating as an independent contractor. Nothing contained herein shall in any way constitute any association, partnership, or joint venture between the parties hereto, or be construed to evidence the intention of the parties to establish any such relationship. Neither party shall have the power to bind the other party or incur obligations on the other party's behalf without the other party's prior written consent. Gecko Media shall perform the contracting activity under the control of Cord Partners as to the result of such activity only and not as to the means by which such result is accomplished. Cord Partners shall not withhold federal or state income taxes from Gecko Media's fees payable hereunder and shall not pay FICA, state unemployment or other employment taxes or disability payments with respect to Gecko Media, such items and such payments being the sole responsibility of Gecko Media.

5. CONFIDENTIALITY. The parties acknowledge that, during the term of this Agreement, each party will learn certain confidential information belonging to the other party. The recipient of such information hereby agrees to keep all such information strictly confidential and not to use it for its own benefit nor disclose or divulge such information to any other person. The parties acknowledge that the provisions of this SECTION 5 shall not apply to any information which: (i) had been rightfully in the possession of the recipient

prior to its disclosure to the recipient; (ii) had been in the public domain prior to its disclosure to the recipient; (iii) has become part of the public domain by publication or by any other means except an unauthorized act or omission on the part of the recipient; (iv) had been supplied to the recipient without restriction by a third party who is under no obligation to maintain such information in confidence; or (v) is required to be disclosed by any federal or state law, rule or regulation or by any applicable judgment, order or decree or any court or governmental body or agency having jurisdiction in the premises. The provisions of this SECTION 5 shall survive any termination or expiration of this Agreement.

6. COVENANT NOT TO COMPETE.

a. Gecko Media hereby agrees that Gecko Media will not, either while engaged by Cord Partners or during the one (1) year period from the time of expiration or termination of this Agreement for whatever reason, engage in any business activities which compete with Cord Partners in the Business. Gecko Media will be deemed to be engaged in such competitive business activities if Gecko Media participates in such a business enterprise as an employee, officer, director, agent, shareholder, partner, proprietor, lender or other participant; provided that the ownership of no more than 2 percent of the stock of a publicly traded corporation engaged in a competitive business shall not be deemed to be engaging in competitive business activities.

b. Gecko Media further agrees that it shall not, for Gecko Media or for any other person, firm, corporation, partnership or other entity, for a period of one (1) year from the time Gecko Media's engagement under this Agreement ceases (for whatever reason), directly or indirectly:

i. solicit any sales agent, employee, former employee who was employed by Cord Partners in the preceding 90 days or full-time contractor of Cord Partners for the purposes of hiring or retaining such sales agent, employee or contractor;

ii. contact any present or prospective client of Cord Partners to solicit such a person to enter into a contract or arrangement with any competitor of Cord Partners; or

iii. make known the names and/or addresses of such clients or any information relating in any manner to Cord Partners' trade or business relationships with such clients.

c. The provisions of this SECTION 6 shall survive any termination or expiration of this Agreement.

7. OWNERSHIP OF WEB SITE. All copyrights, patents, trade secrets, or other intellectual property rights associated with any ideas, concepts, techniques, inventions, processes, or works of authorship develop or created by Gecko Media during the course of performing work for Cord Partners or its clients (collectively, the "Work Product") shall belong exclusively to Gecko Media. Further, Gecko Media shall own all worldwide right, title, and interest in and to the Web Site including all specific and/or general source code (including any documentation) written for the Web Site (the "Custom Programming"), including, but not limited to, the right to modify, amend, create

derivative works, rent, sell, assign, lease, sublicense, or otherwise alter or transfer the Custom Programming (including, its source code and documentation); provided, however, that during the term of this Agreement, Gecko Media shall provide Cord Partners a worldwide, non-exclusive right and license to use the Work Product and Custom Programming in connection with the Business. Upon the termination of this Agreement, such license shall terminate and Cord Partners shall cease using the Work Product, Web Site and Custom Programming and shall return all such intellectual property to Gecko Media. Upon any violation and termination of this agreement, Cord Partners, Inc retains the rights to the domain name (www.cordpartners.com), the SSL, the credit card processing accounts, and all advertising accounts set up particularly for Cord Partners. The provisions of this SECTION 7 shall survive any termination or expiration of this Agreement.

8. LIMITATION OF LIABILITY. IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER OR ANY THIRD PARTY, FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR CONNECTED IN ANY WAY WITH THIS AGREEMENT OR THE WEB SITE, OR FOR ANY CLAIM BY ANY THIRD PARTY. EACH PARTY SHALL HAVE THE DUTY TO MITIGATE DAMAGES FOR WHICH THE OTHER IS RESPONSIBLE. GECKO MEDIA MAKES NO WARRANTY OF ANY KIND, WHETHER EXPRESS OR IMPLIED, WITH REGARD TO THE WEB SITE OR ANY THIRD PARTY PRODUCTS, THIRD PARTY CONTENT OR ANY SOFTWARE, EQUIPMENT, OR HARDWARE RELATED TO THE WEB SITE.

9. REMEDIES. The parties acknowledges and agree that the parties' remedy at law for a breach or threatened breach of any of the provisions of SECTIONS 5, 6, AND 7 would be inadequate and the breach shall per se be deemed as causing irreparable harm to the non-breaching party. In recognition of this fact, in the event of a breach of any of the provisions of SECTIONS 5, 6, OR 7 of this Agreement, the parties agree that, in addition to any remedy at law available to the non-breaching party, the non-breaching party shall be entitled to obtain injunctive relief, or any other appropriate equitable remedy, without having to post a bond or other security. It is expressly understood and agreed by the parties that although the parties consider the restrictions contained in this Agreement to be reasonable, if a court determines that the time or territory or any other restriction contained in this Agreement is an unenforceable restriction on the activities of either party, such provision shall not be rendered void but shall be deemed to be amended to apply as to such maximum time and territory and to such extent as such court may judicially determine or indicate to be reasonable. The provisions of this SECTION 9 shall survive any termination or expiration of this Agreement.

10. INDEMNIFICATION. Cord Partners agrees to indemnify, defend and hold harmless Gecko Media and its officers, directors, employees, agents and affiliates from and against any claim, liability, obligation, loss, damage, assessment, judgment, cost and expense (including, without limitation, reasonable attorney's and accountant's fees and costs and expenses reasonably incurred in investigating, preparing, defending against or prosecuting any litigation or claim, action, suit, proceeding or demand) of any kind or character ("Losses") incurred by Gecko Media arising out of or in any manner incident, relating or attributable to (i) any inaccuracy in any representation or breach of any warranty of Cord Partners contained in this Agreement; or (ii) any failure by Cord Partners to perform or observe any covenant, agreement or condition to be performed or observed by it under this Agreement. Similarly, Gecko Media agrees to indemnify, defend and hold harmless Cord Partners and Cord Partners' officers, directors, employees, agents and affiliates from and against

any Losses arising out of or in any manner incident, relating or attributable to
(i) any inaccuracy in any representation or breach of any warranty of Gecko Media contained in this Agreement; or (ii) any failure by Gecko Media to perform or observe any covenant, agreement or condition to be performed or observed by it under this Agreement. The provisions of this SECTION 10 shall survive any termination or expiration of this Agreement.

11. REPRESENTATIONS AND WARRANTIES.

a. Each party represents to the other that:

i. it has the power, right and authority to enter into this Agreement;

ii. this Agreement has been duly authorized by all requisite corporate actions;

iii. this Agreement (or the performance of its duties hereunder) does not violate any other agreement, covenant or restriction to which such party is a party; and

iv. it shall comply with all applicable laws, rules and regulations in performing its obligations under this Agreement.

b. Further, Cord Partners represents to Gecko Media that the content provided by Cord Partners in connection with the Web Site does not violate or infringe upon the copyright, patent or trademarks of any other party. Similarly, Gecko Media represents to Cord Partners that the software code used in the Web Site does not violate or infringe upon the copyright, patent or trademarks of any other party.

c. The provisions of this SECTION 11 shall survive any termination or expiration of this Agreement.

12. MISCELLANEOUS.

a. Governing Law. This Agreement shall be governed in all respects by the laws of the State of Florida.

b. Counterparts and Facsimile. This Agreement may be executed in any number of counterparts, each of which shall be enforceable against the parties actually executing such counterparts, and all of which together shall constitute one instrument. A facsimile signature shall be considered the same as an original.

c. Arbitration. Any dispute or disagreement arising between the parties hereto in connection with this Agreement, which is not settled to the mutual satisfaction of the parties within thirty (30) days (or such longer period as may be mutually agreed upon) from the date that either party informs the other in writing that such dispute or disagreement exists, shall be submitted to arbitration in Tampa, Florida to a member of the American Arbitration Association ("AAA") to be mutually appointed by the parties (or, in the event the parties cannot agree on a single such member, to a panel of three members selected in accordance with the rules of the AAA). The dispute or

disagreement shall be settled in accordance with the Commercial Arbitration Rules of the AAA and the decision of the arbitrator(s) shall be final and binding upon the parties and judgment may be obtained thereon in a court of competent jurisdiction. The prevailing party shall be entitled to recover from the other party the fees and expenses of the arbitrator(s) as well as reasonable attorneys' fees, costs and expenses incurred by the prevailing party.

d. Assignment. Neither this Agreement, nor any of the rights or interests created hereby, may be assigned, transferred, or conveyed by operation of law or otherwise without the prior written consent of the other party; provided, however, that this Agreement shall be binding upon, and shall inure to the benefit of, each of the parties hereto and their respective permitted successors and assigns.

e. Survival of Rights of Parties. The termination of this Agreement shall not release either party from any liability, obligation, or agreement which, pursuant to any provision of this Agreement, is to survive or be performed after such expiration or termination.

f. Notices. All notices or other communications pursuant to this Agreement shall be in writing and shall be deemed valid and sufficient if delivered by personal service or overnight courier or dispatched by registered mail, postage prepaid, in any post office, or if dispatched by telefax, promptly confirmed by letter dispatched as above provided, to the parties at the addresses as set forth above. A party hereto may change its address by notice to the other in the manner set forth above. Notices and other communications rendered as herein provided shall be deemed to have been given on the day on which personally served or sent by telefax or, if sent by overnight courier, on the second (2nd) day after being posted, or if sent by registered mail, on the fifth (5th) day after being posted, or in either case the date of actual receipt, whichever date is the earlier.

g. Partial Invalidity. If any term, covenant or provision contained herein shall be invalid or illegal, such invalidity or illegality shall not impair, invalidate or nullify the other provisions of this Agreement.

h. Subject Headings. The subject headings on this Agreement have been placed thereon for the convenience of the parties and shall not be considered in any question of interpretation or construction of this Agreement.

i. Complete Agreement, Waivers, And Amendments. This Agreement constitutes the entire agreement between the parties relative to the subject matter hereof, and supersedes and replaces all prior or contemporaneous agreements, written or oral, between the parties regarding such subject matter. The failure of either party to enforce at any time or for any period of time any provision of this Agreement shall not be construed as a waiver of such provision or of the right of such party thereafter to enforce such provision. In addition, no terms or provisions of this Agreement may be changed, waived, discharged, or terminated orally but only by an instrument in writing signed by the party against whom the enforcement of such change, waiver, discharge, or termination is sought.

j. Further Assurances. From and after the date hereof the parties agree to take or cause to be taken such further action and executed, deliver and file such further documents and instruments as the other party may reasonably request from time to time to effectuate the intent and purposes of this Agreement.

IN WITNESS WHEREOF, the undersigned have caused this Agreement to be duly executed as of the day and year first set forth above.

GECKO MEDIA, INC.

Aaron Houck, CEO

CORD PARTNERS , INC.

Matt Schissler, CEO

EXHIBIT 10.3

EMPLOYMENT AGREEMENT

This Employment Agreement is entered into on April 29, 2004 by and between Cord Blood America, Inc., a Florida corporation (the "Company"), and Matthew L. Schissler, an individual (the "Executive").

WITNESSETH:

WHEREAS, the Executive has served as the Chairman of the Board and Chief Executive Officer of Cord Partners, Inc., a Florida corporation ("CPI"), since its inception;

WHEREAS, the Company has acquired all of the issued and outstanding shares of common stock of CPI;

WHEREAS, the Company desires to employ the Executive, and the Executive desires to be employed by the Company, pursuant to the provisions contained in this Employment Agreement (the "Agreement");

NOW, THEREFORE, in consideration of the premises, and the respective covenants and agreements of each of the Company and the Executive contained in this Agreement, each of the Company and the Executive agrees as follows:

ARTICLE I

The following terms shall have the following respective meanings when utilized in this Agreement:

"Agreement" means this Employment Agreement as it is now or hereafter in effect.

"Approved Board" means a Board of Directors of the Company that, as of a given date, is comprised of individuals at least a majority of whom have continuously served as directors of the Company during the period of two years ending on such date, unless the election of each director who was not a director at the beginning of such two year period was approved in advance by the directors representing at least two-thirds of the directors then in office who were directors at the beginning of such two year period.

"Approved Change in Control of the Company" means any transaction or series of transactions which:

(a) results, or is reasonably anticipated to result, in a Change in Control of the Company;

(b) is approved by the requisite vote of an Approved Board pursuant to, and in accordance with, applicable law and the Articles of Incorporation and Bylaws of the Company;and

(c) if required by applicable law or the Articles of Incorporation or Bylaws of the Company, is approved by the requisite vote of the shareholders of the Company pursuant to, and in accordance with, applicable law and the Articles of Incorporation and Bylaws of the Company.

"Bonus" means, as of a given date, the most recent annual performance bonus awarded by the Company to the Executive.

"Cause" means any action by the Executive or any inaction by the Executive which, after due consideration, is reasonably determined by the Board of Directors of the Company to constitute:

(a) fraud, embezzlement, misappropriation, dishonesty or breach of trust;

(b) a felony or moral turpitude;

(c) material breach or violation of any or all of the covenants, agreements and obligations of the Executive set forth in this Agreement, other than as the result of the Executive's death or Disability;

(d) a willful or knowing failure or refusal by the Executive to perform any or all of his material duties and responsibilities as an officer of the Company, other than as the result of the Executive's death or Disability; or

(e) gross negligence by the Executive in the performance of any or all of his material duties and responsibilities as an officer of the Company, other than as a result of the Executive's death or Disability;

provided, however, that if the basis for any termination of the Executive's employment by the Company as set forth in the Termination Notice delivered by the Company to the Executive is any or all of the definitions of Cause set forth in paragraphs (c), (d) or (e) of this definition, then, in such event, the Executive shall have thirty (30) days from and after the date of his receipt of such Termination Notice to present a reasonable plan to cure such action or inaction specified in the Termination Notice, which plan may require more than thirty (30) days to cure the specified action or inaction, but such plan shall be reasonably satisfactory to the Company.

"Change in Control of the Company" means any change in control of the Company of a nature which would be required to be reported (a) in response to Item 6(e) of Schedule 14A of Regulation 14A, as in effect on the date of this Agreement, promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), (b) in response to Item 1 of the Current Report on Form 8-K, as in effect on the date of this Agreement, promulgated under the Exchange Act, or (c) in any filing by the Company with the United States Securities and Exchange Commission; provided, however, that, without limitation, a Change in Control of the Company shall be deemed to have occurred if:

(a) subsequent to the date of this Agreement, any "person" (as such term is defined in Sections 13(d)(3) and 14(d)(2) of the Exchange Act), other than the Company, any subsidiary of the Company or any compensation, retirement, pension or other employee benefit plan or trust of the Company or any subsidiary of the Company, becomes the "beneficial owner" (as such term is defined in Rule 13d-3 promulgated under the Exchange Act), directly or indirectly, of securities of the Company or any successor to the Company (whether by merger, consolidation or otherwise) representing twenty percent (20%) or more of the combined voting power of the Company's then outstanding securities;

(b) during any period of two consecutive years, the individuals who at the beginning of such period constitute the Board of Directors of the Company cease for any reason to constitute at least a majority of such Board of Directors, unless the election of each director who was not a director at the beginning of such period has been approved in advance by the directors representing at least two-thirds of the directors then in office who were directors at the beginning of such period;

(c) the Company shall merge or consolidate with or into another corporation or other entity, or enter into a binding agreement to merge or consolidate with or into another corporation or other entity, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving corporation or entity) not less than eighty percent (80%) of the combined voting power of the voting securities of the Company or such surviving corporation or entity outstanding immediately after such merger or consolidation;

(d) the Company shall sell, lease, exchange or otherwise dispose of all or substantially all of its assets, or enter into a binding agreement for the sale, lease, exchange or other disposition of all or substantially all of its assets, in one transaction or in a series of related transactions; or

(e) the Company shall liquidate or dissolve, or any plan or proposal shall be adopted for the liquidation or dissolution of the Company.

"Company" means Cord Blood America, Inc., a Florida corporation.

"CPI" means Cord Partners, Inc., a Florida corporation.

"Compensation" means the sum of the Executive's Salary and Bonus.

"Disability" means any mental or physical illness, condition, disability or incapacity which prevents the Executive from reasonably discharging his duties and responsibilities as an officer of the Company. If any disagreement or dispute shall arise between the Company and the Executive as to whether the Executive suffers from any Disability, then, in such event, the Executive shall submit to the physical or mental examination of a licensed physician, who is mutually agreeable to the Company and the Executive, and such physician shall determine whether the Executive suffers from any Disability. In the absence of fraud or bad faith, the determination of such physician shall be final and binding upon the Company and the Executive. The entire cost of such examination shall be paid for solely by the Company.

"Executive" means Matthew L. Schissler, an individual.

"Good Reason" means:

(a) the assignment by the Board of Directors of the Company to the Executive, without his express written consent, of duties and responsibilities which results in the Executive having less significant duties and responsibilities or exercising less significant power and authority than he had, or duties and responsibilities or power and authority not comparable to that of the level and nature which he had, immediately prior to such assignment;

(b) the removal of the Executive from, or a failure to reappoint the Executive to, his then current position with the Company or its subsidiaries or affiliates, except (i) with the Executive's express written consent or (ii) in connection with any termination of the Executive's employment by the Company as the result of the Executive's Protracted Disability or for Cause;

(c) the Company's failure to perform on a timely basis its obligations under this Agreement;

(d) the Company's requiring the Executive, without his express written consent, to travel on Company business to an extent substantially greater than the Executive's business travel obligations immediately prior to such time;

(e) the Company's requiring the Executive, without his express written consent, to change his place of permanent residency; or

(f) the failure of the Company to obtain the express written assumption of, and agreement to perform on a timely basis, the Company's obligations under this Agreement by any successor to the Company as required by Article X of this Agreement.

"Person" means any individual, person, firm, corporation, partnership, association or other entity.

"Protracted Disability" means any Disability which prevents the Executive from reasonably discharging his duties and responsibilities as an officer of the Company for a period of twelve (12) consecutive months.

"Salary" means, as of a given date, the Executive's then current annual salary.

"Successor Agreement" shall have the meaning set forth in Article X of this Agreement.

"Termination Date" means a specific date not less than forty-five (45) nor more than ninety (90) days from and after the date of any Termination Notice upon which the Executive's employment by the Company shall be terminated in accordance with the provisions of this Agreement.

"Termination Notice" shall mean a written notice which sets forth (a) the specific provision of this Agreement relied upon to terminate the Executive's employment, (b) in reasonable detail the facts and circumstances claimed to provide the basis for the termination of the Executive's employment, and (c) a Termination Date.

"Territory" shall have the meaning set forth in Section 9.1(a) of this Agreement.

ARTICLE II

The Company employs the Executive and the Executive accepts such employment. Subject to the direction of the Board of Directors, the Executive shall serve as the Chairman of the Board and Chief Executive Officer of the Company, CPI and each of the subsidiary corporations and other entities of the Company and CPI. The Executive shall have such responsibilities, perform such duties and exercise such power and authority as are inherent in, or incident to, the offices of Chairman of the Board and Chief Executive Officer. The Executive shall devote substantially all of his business time and attention and his best efforts to the diligent performance of his duties as an employee of the Company.

ARTICLE III

Subject to the provisions of Article VII below, the term of this Agreement shall be for a period of five (5) years, commencing on May 1, 2004 and expiring on April 30, 2009.

ARTICLE IV

4.1 INITIAL SALARY. In full payment for the obligations to be performed by the Executive during the term of this Agreement, the Company shall pay to the Executive a salary (subject to applicable payroll and/or other taxes required by law to be withheld) as follows:

(a) for the period from the date of this Agreement through December 31, 2004, the amount of One Hundred Twenty-Five Thousand Dollars ($125,000.00);

(b) for the period from January 1, 2005 through December 31, 2005, One Hundred Fifty Thousand Dollars ($150,000.00); and

(c) for the period from January 1, 2006 through December 31, 2006, One Hundred Seventy-Five Thousand Dollars ($175,000.00).

4.2 ADJUSTMENT OF SALARY. As promptly as practicable after the conclusion of each of the Company's fiscal years during the term of the Executive's employment hereunder, commencing at the conclusion of the Company's fiscal year ending December 31, 2006, the certified public accountants regularly retained by the Company shall determine the increase or decrease, if any, in the cost of living, using as the basis of such computation the then current applicable Consumer Price Index published by the Bureau of Labor Statistics of the United States Department of Labor (the "Index"). Any such increase or decrease shall be computed as follows:

(a) The Index number in the column for Los Angeles, California, entitled "all items," for the month of January shall be the "Current Index Number" and the corresponding Index number for the immediately preceding January, commencing with January 2006, shall be the "Base Index Number."

(b) The increase or decrease in the cost of living shall be determined by dividing the Current Index Number by the Base Index Number and subtracting the integer 1 from the quotient thereof, in accordance with the following formula:

Increase/Decrease
         in                =        Current Index Number  __  1
Cost of Living                      Base Index Number

(c) The percentage increase or decrease in the cost of living, multiplied by the Executive' then current salary, shall be the increase or decrease required to be determined pursuant to this Section 4.2.

(d) If the publication of the Consumer Price Index is discontinued for any reason, then the parties shall utilize comparable statistics of the cost of living for Los Angeles, California, as computed and published by an agency or instrumentality of the United States of America or by a responsible financial periodical or recognized authority then to be selected by the parties.

(e) In the absence of fraud, any determination made by the Company's accountants pursuant to this Section 4.2 shall be conclusive and binding upon the Company and the Executive.

(f) The Executive's then current salary shall be adjusted as of January 1 of each fiscal year of the Company, commencing with the fiscal year ending December 31, 2007, in accordance with the provisions of this Section 4.2 and such adjustment shall remain in effect during such fiscal year.

4.3 PAYMENT OF SALARY. Payments of salary shall be made to the Executive in installments from time to time on the same dates payments of salary are generally made to all senior management employees of the Company.

ARTICLE V

The Executive may from time to time receive a performance bonus as shall be determined by the Board of Directors of the Company.

ARTICLE VI

6.1 GENERALLY. The Executive shall be entitled to receive such benefits and to participate in such benefit plans as are generally provided from time to time by the Company to its senior management employees; provided, however, that nothing contained in this Section 6.1 shall be construed to obligate the Company to provide any specific benefits to its employees generally.

6.2 VACATIONS. The Executive shall be entitled to vacation time on an annual basis in accordance with such policies as are from time to time adopted by the Company's Board of Directors with respect to its senior management employees.

6.3 AUTOMOBILE. The Company shall provide the Executive an automobile for use by the Executive in connection with the performance of his duties under this Agreement. The Executive shall be entitled to receive reimbursement for such automobile expenses as are incurred by the Executive in connection with the performance of his duties under this Agreement. Such reimbursement shall include the cost of operating the automobile, the cost for maintenance of such automobile and the cost of insurance of such automobile.

6.4 STOCK OPTIONS. The Executive shall be entitled to participate in the Company's stock option plans as may from time to time be in effect and to receive such incentive or other stock options as may from time to time be granted to him thereunder; provided, however, that nothing contained in this
Section 6.4 shall be construed to obligate the Company, its Board of Directors or any committee of its Board of Directors to grant any incentive or other stock option whatsoever to the Executive.

6.5 BUSINESS, TRAVEL AND ENTERTAINMENT EXPENSES. Within a reasonable time after the submission of appropriate receipts and other evidence by the Executive, the Company shall pay, or reimburse the Executive for, all reasonable business, travel and entertainment expenses incurred by the Executive in connection with the performance of his duties and responsibilities on behalf of the Company.

ARTICLE VII

7.1 TERMINATION OF EMPLOYMENT.

(a) Notwithstanding the provisions of Article III hereof, this Agreement (i) shall automatically terminate upon the death of the Executive pursuant to the provisions of Section 7.2 hereof, (ii) may be terminated at any time by the Company pursuant to the provisions of Sections 7.3 or 7.4 hereof, and (iii) may be terminated at any time by the Executive pursuant to the provisions of Section 7.5 hereof.

(b) If either the Company or the Executive shall desire to terminate the Executive's employment by the Company pursuant to any of the provisions of Sections 7.3, 7.4, or 7.5 of this Agreement, then, in such event, the party causing such termination shall provide a Termination Notice to the other party.

(c) If this Agreement shall be terminated pursuant to any of the provisions of this Article VII, the Company shall be discharged from all of its obligations to the Executive under this Agreement upon the payment to the Executive of the amount set forth in the Section of this Article VII pursuant to which such termination shall occur. The Executive's sole and exclusive remedy for the termination of this Agreement prior to April 30, 2009, regardless of whether such termination shall be initiated by the Company or the Executive, and regardless of whether such termination shall be with or without Cause, shall be the payment by the Company to the Executive of the amount set forth in the
Section of this Article VII pursuant to which such termination shall occur.

7.2 DEATH OF EXECUTIVE. If during the term of this Agreement the Executive shall die, then the employment of the Executive by the Company shall automatically terminate on the date of the Executive's death. In such event, not more than thirty (30) days after the date of the Executive's death, the Company shall pay to the Executive's estate or as otherwise directed by the Executive's personal representative or executor, an amount in cash equal to the Executive's Compensation (subject to applicable payroll and/or other taxes required by law to be withheld) determined as of the date of the Executive's death.

7.3 DISABILITY OF EXECUTIVE.

(a) In the event that at any time during the term of this Agreement the Executive shall suffer any Disability, then the Company shall be obligated to continue to pay in the ordinary and normal course of its business to the Executive or his legal representative, as the case may be, the Executive's Compensation (subject to applicable payroll and/or other taxes required by law to be withheld) from the date that the Executive shall first suffer any such Disability to the date that the Executive's employment by the Company shall be terminated pursuant to any of the provisions of this Agreement.

(b) In the event that the Executive shall suffer any Protracted Disability during the term of this Agreement, then the Company may terminate the Executive's employment under this Agreement. In such event, in addition to any other benefits which may have been provided by the Company to the Executive or his legal representative, as the case may be, pursuant to the provisions of Section 7.3(a) above, not later than the Termination Date specified in the Termination Notice delivered by the Company to the Executive or his legal representative, as the case may be, the Company shall pay to the Executive or as otherwise directed by the Executive's legal representative an amount in cash equal to the Executive's Compensation (subject to applicable payroll and/or taxes required by law to be withheld) determined as of the date of such Termination Notice. Subsequent to such Termination Date, the Executive or his legal representative, as the case may be, shall also be entitled to receive any benefits which may be payable under any disability insurance policy or disability plan provided to the Executive by the Company.

7.4 TERMINATION OF EMPLOYMENT BY COMPANY.

(a) The Company may terminate this Agreement at any time with Cause. In such event, the Company shall be obligated to continue to pay in the ordinary and normal course of its business to the Executive only his Salary (subject to applicable payroll and/or other taxes required by law to be withheld) through the Termination Date set forth in the Termination Notice.

(b) The Company may terminate this Agreement at any time without Cause. In such event, (i) not later than the Termination Date specified in the Termination Notice, the Company shall pay to the Executive an amount in cash equal to the sum of the Executive's Compensation (subject to applicable payroll and/or other taxes required by law to be withheld) determined as of the date of such Termination Notice through the remaining term of the Agreement and
(ii) the restrictions set forth in Section 9.1(b) hereof shall not be applicable to the Executive.

7.5 TERMINATION OF EMPLOYMENT BY EXECUTIVE.

(a) The Executive may terminate this Agreement at any time with Good Reason. In such event, (i) not later than the Termination Date specified in the Termination Notice, the Company shall pay to the Executive an amount in cash equal to the sum of the Executive's Compensation (subject to applicable payroll and/or other taxes required by law to be withheld) determined as of the date of such Termination Notice through the remaining term of the Agreement and (ii) the restrictions set forth in Section 9.1(b) hereof shall not be applicable to the Executive.

(b) The Executive may terminate this Agreement at any time without Good Reason. In such event, the Company shall be obligated to continue to pay in the ordinary and normal course of its business to the Executive only his Salary (subject to applicable payroll and/or other taxes required by law to be withheld) through the Termination Date set forth in the Termination Notice.

ARTICLE VIII

8.1 TERMINATION OF EMPLOYMENT. Notwithstanding the provisions of Articles III and VII of this Agreement, in the event that (a) there shall occur any Change in Control of the Company, other than an Approved Change in Control of the Company, and (b) at any time subsequent to the date of any such Change in Control of the Company, either (i) the Company shall terminate the employment of the Executive for any reason, other than as the result of the death or the Protracted Disability of the Executive or for Cause, or (ii) the Executive shall terminate his employment for Good Reason, then, in any such event, (A) not later than the Termination Date specified in the Termination Notice delivered by the Company to the Executive, or by the Executive to the Company,

as the case may be, the Company shall pay to the Executive an amount in cash equal to the Executive's Compensation, determined as of the date of such Termination Notice, multiplied by three (subject to applicable payroll and/or other taxes required by law to be withheld), (B) the restrictions set forth in
Section 9.1(b) hereof shall not be applicable to the Executive, and (C) any and all stock options granted to the Executive under any stock option plan or agreement of the Company as may from time to time be in effect, which shall not by their terms have vested on or before such Termination Date, shall vest on such Termination Date.

8.2 LIMITATION ON PAYMENT. Notwithstanding anything to the contrary set forth in Section 8.1 above, the amount paid by the Company to the Executive shall be limited to the maximum amount which will not constitute a "parachute payment," as such term is defined in Section 280G(b)(2) of the Internal Revenue Code of 1986, as amended. This limitation shall first be applied to amounts provided pursuant to clause (C) of Section 8.1 hereof (otherwise included in the calculation of a parachute payment) to the extent thereof and then to amounts provided pursuant to clause (A) of Section 8.1 hereof.

ARTICLE IX

9.1 CERTAIN RESTRICTIONS. The Executive covenants and agrees with the Company as follows:

(a) He shall not at any time, directly or indirectly, for himself or any other Person which competes in any manner with the Company or any of its subsidiaries or affiliates in the United States of America or its territories and possessions or any other countries in which the Company as of the date of termination of this Agreement conducts its business directly or indirectly through any of its subsidiaries or affiliates (collectively, the "Territory"), employ, attempt to employ or enter into any contractual arrangement for employment with, any employee or former employee of the Company or any of its subsidiaries or affiliates, unless such former employee shall not have been employed by the Company or any of its subsidiaries or affiliates for a period of at least one year.

(b) He shall not, during the term of this Agreement and for a period of one year from and after the date of termination of this Agreement, directly or indirectly, (i) acquire or own in any manner any interest in, or loan any amount to, any Person which competes in any manner with the Company or any of its subsidiaries or affiliates in the Territory, (ii) be employed by or serve as an employee, agent, officer, or director of, or as a consultant to, any Person, other than the Company and its subsidiaries and affiliates, which competes in any manner with the Company or its subsidiaries or affiliates in the Territory, or (iii) compete in any manner with the Company or its subsidiaries or affiliates in the Territory. The foregoing provisions of this Section 9.1(b) shall not prevent the Executive from acquiring and owning not more than five percent (5%) of the equity securities of any Person whose securities are listed for trading on a national securities exchange or are regularly traded in the over-the-counter securities market.

(c) In the course of the Executive's employment by the Company, the Executive will have access to confidential or proprietary information of the Company and its subsidiaries and affiliates. The Executive shall not at any time divulge or communicate to any Person, or use to the detriment of the Company or its subsidiaries or affiliates, any such confidential or proprietary information. The term "confidential or proprietary information" shall mean information not generally available to the public, including without limitation personnel information, financial information, customer lists, supplier lists, marketing plans and analyses, trade secrets, computer software and source and object codes and procedures and techniques of operating and managing the business of the Company and its subsidiaries and affiliates.

9.2 REMEDIES. It is recognized and acknowledged by each of the Company and the Executive that a breach or violation by the Executive of any or all of his covenants and agreements contained in Section 9.1 of this Agreement will cause irreparable harm and damage to the Company and its subsidiaries and affiliates in a monetary amount which would be virtually impossible to ascertain and, therefore, will deprive the Company of an adequate remedy at law. Accordingly, if the Executive shall breach or violate any or all of his covenants and agreements set forth in Section 9.1 hereof, then the Company and its subsidiaries and affiliates shall have resort to all equitable remedies, including without limitation the remedies of specific performance and injunction, both permanent and temporary, as well as all other remedies which may be available at law.

9.3 INTENT. It is the intent of the parties that the restrictions set forth in Section 9.1 hereof shall be enforced to the fullest extent permissible under the laws and public policies of each jurisdiction in which enforcement of such restrictions may be sought. If any provision contained in Section 9.1 hereof shall be adjudicated by a court of competent jurisdiction to be invalid or unenforceable because of its duration or geographic scope, then such provision shall be reduced by such court in duration or geographic scope or both to such extent as to make it valid and enforceable in the jurisdiction where such court is located, and in all other respects shall remain in full force and effect.

ARTICLE X

The Company shall require any successor, whether direct or indirect, and whether by purchase, merger, consolidation or otherwise, to all or substantially all of the business or properties and assets of the Company, to execute and deliver to the Executive, not later than the date of the consummation of any such purchase, merger, consolidation or other transaction, a written instrument in form and in substance reasonably satisfactory to the Executive and his legal counsel pursuant to which any such successor shall agree to assume and to perform on a timely basis or to cause to be performed on a timely basis all of the Company's covenants, agreements and obligations set forth in this Agreement (a "Successor Agreement"). The failure of the Company to cause any such successor to execute and deliver a Successor Agreement to the Executive shall (a) constitute a breach of the provisions of this Agreement by the Company and (b) be deemed to constitute a termination by the Executive of his employment hereunder (as of the date upon which any such successor shall succeed to all or substantially all of the business or properties and assets of the Company) for Good Reason.

ARTICLE XI

In the event that any litigation shall arise between the Company and the Executive based, in whole or in part, upon this Agreement or any or all of the provisions contained herein, then, in any such event, the prevailing party in any such litigation shall be entitled to recover from the non-prevailing party, and shall be awarded by a court of competent jurisdiction, any and all reasonable fees and disbursements of trial and appellate counsel paid, incurred or suffered by such prevailing party as the result of, arising from, or in connection with, any such litigation.

ARTICLE XII

12.1 GOVERNING LAW. This Agreement shall be governed by, and shall be construed and interpreted in accordance, with the laws of the State of Florida, without giving effect to the principles of the conflict of laws thereof.

12.2 NOTICES. Any and all notices and other communications required or permitted to be given pursuant to this Agreement shall be in writing and shall be deemed to have been duly given when delivered by hand, or when delivered by mail, by registered or certified mail, postage prepaid, return receipt requested, to the respective parties at the following respective addresses:

If to the Company:                  Cord Blood America, Inc.
                                    10940 Wilshire Blvd.
                                   Sixth Floor
                                    Beverly Hills, California  90024
                                    Attention:  President

If to the Executive:                Matthew L. Schissler
                                    124 South Carson Road
                                    Beverly Hills, California  90211

or to such other address as either party may from time to time give written notice of to the other in accordance with the provisions of this Section 12.2.

12.3 ENTIRE AGREEMENT. This Agreement constitutes the entire agreement between the Company and the Executive with respect to the subject matter hereof and supersedes all prior agreements, understandings, negotiations and arrangements, both oral and written, between the Company and the Executive with respect to such subject matter.

12.4 AMENDMENTS. This Agreement may not be amended or modified in any manner, except by a written instrument executed by each of the Company and the Executive.

12.5 BENEFITS; BINDING EFFECT. This Agreement shall be for the benefit of, and shall be binding upon, each of the Company and the Executive and their respective heirs, personal representatives, executors, legal representatives, successors and assigns.

12.6 SEVERABILITY. The invalidity of any one or more of the words, phrases, sentences, clauses or sections contained in this Agreement shall not affect the enforceability of the remaining portions of this Agreement or any part hereof, all of which are inserted conditionally on their being valid in law. Except as otherwise provided in Section 9.3 above, if any one or more of the words, phrases, sentences, clauses or sections contained in this Agreement shall be declared invalid by any court of competent jurisdiction, then, in any such event, this Agreement shall be construed as if such invalid word or words, phrase or phrases, sentence or sentences, clause or clauses, or section or sections had not been inserted.

12.7 NO WAIVERS. The waiver by either party of a breach or violation of any provision of this Agreement by any other party shall not operate nor be construed as a waiver of any subsequent breach or violation. The waiver by either party to exercise any right or remedy it or he may possess shall not operate nor be construed as a bar to the exercise of such right or remedy by such party upon the occurrence of any subsequent breach or violation.

12.8 HEADINGS. The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of any or all of the provisions hereof.

12.9 COUNTERPARTS. This Agreement may be executed in any number of counterparts and by the separate parties in separate counterparts, each of which shall be deemed to constitute an original and all of which shall be deemed to constitute the one and the same instrument.

IN WITNESS WHEREOF, each of the parties has executed and delivered this Agreement on the date first written above.

By       Stephanie A. Schissler                        Matthew L. Schissler
         ----------------------                        --------------------
         Stephanie A. Schissler,                       Matthew L. Schissler
         President and Chief Operating Officer

EXHIBIT 10.4

EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT is entered into on April 29, 2004 by and between CORD BLOOD AMERICA, INC., a Florida corporation (the "Company"), and STEPHANIE A. SCHISSLER, an individual (the "Executive").

WITNESSETH:

WHEREAS, the Executive has served as the President and Chief Operating Officer of Cord Partners, Inc., a Florida corporation ("CPI"), since its inception;

WHEREAS, the Company has acquired all of the issued and outstanding shares of common stock of CPI;

WHEREAS, the Company desires to employ the Executive, and the Executive desires to be employed by the Company, pursuant to the provisions contained in this Employment Agreement (the "Agreement");

NOW, THEREFORE, in consideration of the premises, and the respective covenants and agreements of each of the Company and the Executive contained in this Agreement, each of the Company and the Executive agrees as follows:

ARTICLE I

The following terms shall have the following respective meanings when utilized in this Agreement:

"Agreement" means this Employment Agreement as it is now or hereafter in effect.

"Approved Board" means a Board of Directors of the Company that, as of a given date, is comprised of individuals at least a majority of whom have continuously served as directors of the Company during the period of two years ending on such date, unless the election of each director who was not a director at the beginning of such two year period was approved in advance by the directors representing at least two-thirds of the directors then in office who were directors at the beginning of such two year period.

"Approved Change in Control of the Company" means any transaction or series of transactions which:

(a) results, or is reasonably anticipated to result, in a Change in Control of the Company;

(b) is approved by the requisite vote of an Approved Board pursuant to, and in accordance with, applicable law and the Articles of Incorporation and Bylaws of the Company;and

(c) if required by applicable law or the Articles of Incorporation or Bylaws of the Company, is approved by the requisite vote of the shareholders of the Company pursuant to, and in accordance with, applicable law and the Articles of Incorporation and Bylaws of the Company.

"Bonus" means, as of a given date, the most recent annual performance bonus awarded by the Company to the Executive.

"Cause" means any action by the Executive or any inaction by the Executive which, after due consideration, is reasonably determined by the Board of Directors of the Company to constitute:

(a) fraud, embezzlement, misappropriation, dishonesty or breach of trust;

(b) a felony or moral turpitude;

(c) material breach or violation of any or all of the covenants, agreements and obligations of the Executive set forth in this Agreement, other than as the result of the Executive's death or Disability;

(d) a willful or knowing failure or refusal by the Executive to perform any or all of her material duties and responsibilities as an officer of the Company, other than as the result of the Executive's death or Disability; or

(e) gross negligence by the Executive in the performance of any or all of her material duties and responsibilities as an officer of the Company, other than as a result of the Executive's death or Disability;

provided, however, that if the basis for any termination of the Executive's employment by the Company as set forth in the Termination Notice delivered by the Company to the Executive is any or all of the definitions of Cause set forth in paragraphs (c), (d) or (e) of this definition, then, in such event, the Executive shall have thirty (30) days from and after the date of her receipt of such Termination Notice to present a reasonable plan to cure such action or inaction specified in the Termination Notice, which plan may require more than thirty (30) days to cure the specified action or inaction, but such plan shall be reasonably satisfactory to the Company.

"Change in Control of the Company" means any change in control of the Company of a nature which would be required to be reported (a) in response to Item 6(e) of Schedule 14A of Regulation 14A, as in effect on the date of this Agreement, promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), (b) in response to Item 1 of the Current Report on Form 8-K, as in effect on the date of this Agreement, promulgated under the Exchange Act, or (c) in any filing by the Company with the United States Securities and Exchange Commission; provided, however, that, without limitation, a Change in Control of the Company shall be deemed to have occurred if:

(a) subsequent to the date of this Agreement, any "person" (as such term is defined in Sections 13(d)(3) and 14(d)(2) of the Exchange Act), other than the Company, any subsidiary of the Company or any compensation, retirement, pension or other employee benefit plan or trust of the Company or any subsidiary of the Company, becomes the "beneficial owner" (as such term is defined in Rule 13d-3 promulgated under the Exchange Act), directly or indirectly, of securities of the Company or any successor to the Company (whether by merger, consolidation or otherwise) representing twenty percent (20%) or more of the combined voting power of the Company's then outstanding securities;

(b) during any period of two consecutive years, the individuals who at the beginning of such period constitute the Board of Directors of the Company cease for any reason to constitute at least a majority of such Board of Directors, unless the election of each director who was not a director at the beginning of such period has been approved in advance by the directors representing at least two-thirds of the directors then in office who were directors at the beginning of such period;

(c) the Company shall merge or consolidate with or into another corporation or other entity, or enter into a binding agreement to merge or consolidate with or into another corporation or other entity, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving corporation or entity) not less than eighty percent (80%) of the combined voting power of the voting securities of the Company or such surviving corporation or entity outstanding immediately after such merger or consolidation;

(d) the Company shall sell, lease, exchange or otherwise dispose of all or substantially all of its assets, or enter into a binding agreement for the sale, lease, exchange or other disposition of all or substantially all of its assets, in one transaction or in a series of related transactions; or

(e) the Company shall liquidate or dissolve, or any plan or proposal shall be adopted for the liquidation or dissolution of the Company.

"Company" means Cord Blood America, Inc., a Florida corporation.

"CPI" means Cord Partners, Inc., a Florida corporation.

"Compensation" means the sum of the Executive's Salary and Bonus.

"Disability" means any mental or physical illness, condition, disability or incapacity which prevents the Executive from reasonably discharging her duties and responsibilities as an officer of the Company. If any disagreement or dispute shall arise between the Company and the Executive as to whether the Executive suffers from any Disability, then, in such event, the Executive shall submit to the physical or mental examination of a licensed physician, who is mutually agreeable to the Company and the Executive, and such physician shall determine whether the Executive suffers from any Disability. In the absence of fraud or bad faith, the determination of such physician shall be final and binding upon the Company and the Executive. The entire cost of such examination shall be paid for solely by the Company.

"Executive" means Stephanie A. Schissler, an individual.

"Good Reason" means:

(a) the assignment by the Board of Directors of the Company to the Executive, without her express written consent, of duties and responsibilities which results in the Executive having less significant duties and responsibilities or exercising less significant power and authority than she had, or duties and responsibilities or power and authority not comparable to that of the level and nature which she had, immediately prior to such assignment;

(b) the removal of the Executive from, or a failure to reappoint the Executive to, her then current position with the Company or its subsidiaries or affiliates, except (i) with the Executive's express written consent or (ii) in connection with any termination of the Executive's employment by the Company as the result of the Executive's Protracted Disability or for Cause;

(c) the Company's failure to perform on a timely basis its obligations under this Agreement;

(d) the Company's requiring the Executive, without her express written consent, to travel on Company business to an extent substantially greater than the Executive's business travel obligations immediately prior to such time;

(e) the Company's requiring the Executive, without her express written consent, to change her place of permanent residency; or

(f) the failure of the Company to obtain the express written assumption of, and agreement to perform on a timely basis, the Company's obligations under this Agreement by any successor to the Company as required by Article X of this Agreement.

"Person" means any individual, person, firm, corporation, partnership, association or other entity.

"Protracted Disability" means any Disability which prevents the Executive from reasonably discharging her duties and responsibilities as an officer of the Company for a period of twelve (12) consecutive months.

"Salary" means, as of a given date, the Executive's then current annual salary.

"Successor Agreement" shall have the meaning set forth in Article X of this Agreement.

"Termination Date" means a specific date not less than forty-five (45) nor more than ninety (90) days from and after the date of any Termination Notice upon which the Executive's employment by the Company shall be terminated in accordance with the provisions of this Agreement.

"Termination Notice" shall mean a written notice which sets forth (a) the specific provision of this Agreement relied upon to terminate the Executive's employment, (b) in reasonable detail the facts and circumstances claimed to provide the basis for the termination of the Executive's employment, and (c) a Termination Date.

"Territory" shall have the meaning set forth in Section 9.1(a) of this Agreement.

ARTICLE II

The Company employs the Executive and the Executive accepts such employment. Subject to the direction of the Board of Directors, the Executive shall serve as the President and Chief Operating Officer of the Company, CPI and each of the subsidiary corporations and other entities of the Company and CPI. The Executive shall have such responsibilities, perform such duties and exercise such power and authority as are inherent in, or incident to, the offices of President and Chief Operating Officer. The Executive shall devote substantially all of her business time and attention and her best efforts to the diligent performance of her duties as an employee of the Company.

ARTICLE III

Subject to the provisions of Article VII below, the term of this Agreement shall be for a period of five (5) years, commencing on May 1, 2004 and expiring on April 30, 2009.

ARTICLE IV

4.1 INITIAL SALARY. In full payment for the obligations to be performed by the Executive during the term of this Agreement, the Company shall pay to the Executive a salary (subject to applicable payroll and/or other taxes required by law to be withheld) as follows:

(a) for the period from the date of this Agreement through December 31, 2004, the amount of One Hundred Twenty-Five Thousand Dollars ($125,000.00);

(b) for the period from January 1, 2005 through December 31, 2005, One Hundred Fifty Thousand Dollars ($150,000.00); and

(c) for the period from January 1, 2006 through December 31, 2006, One Hundred Seventy-Five Thousand Dollars ($175,000.00).

4.2 ADJUSTMENT OF SALARY. As promptly as practicable after the conclusion of each of the Company's fiscal years during the term of the Executive's employment hereunder, commencing at the conclusion of the Company's fiscal year ending December 31, 2006, the certified public accountants regularly retained by the Company shall determine the increase or decrease, if any, in the cost of living, using as the basis of such computation the then current applicable Consumer Price Index published by the Bureau of Labor Statistics of the United States Department of Labor (the "Index"). Any such increase or decrease shall be computed as follows:

(a) The Index number in the column for Los Angeles, California, entitled "all items," for the month of January shall be the "Current Index Number" and the corresponding Index number for the immediately preceding January, commencing with January 2006, shall be the "Base Index Number."

(b) The increase or decrease in the cost of living shall be determined by dividing the Current Index Number by the Base Index Number and subtracting the integer 1 from the quotient thereof, in accordance with the following formula:

Increase/Decrease
         in                =        Current Index Number    __    1
Cost of Living                      Base Index Number

(c) The percentage increase or decrease in the cost of living, multiplied by the Executive' then current salary, shall be the increase or decrease required to be determined pursuant to this Section 4.2.

(d) If the publication of the Consumer Price Index is discontinued for any reason, then the parties shall utilize comparable statistics of the cost of living for Los Angeles, California, as computed and published by an agency or instrumentality of the United States of America or by a responsible financial periodical or recognized authority then to be selected by the parties.

(e) In the absence of fraud, any determination made by the Company's accountants pursuant to this Section 4.2 shall be conclusive and binding upon the Company and the Executive.

(f) The Executive's then current salary shall be adjusted as of January 1 of each fiscal year of the Company, commencing with the fiscal year ending December 31, 2007, in accordance with the provisions of this Section 4.2 and such adjustment shall remain in effect during such fiscal year.

4.3 PAYMENT OF SALARY. Payments of salary shall be made to the Executive in installments from time to time on the same dates payments of salary are generally made to all senior management employees of the Company.

ARTICLE V

The Executive may from time to time receive a performance bonus as shall be determined by the Board of Directors of the Company.

ARTICLE VI

6.1 GENERALLY. The Executive shall be entitled to receive such benefits and to participate in such benefit plans as are generally provided from time to time by the Company to its senior management employees; provided, however, that nothing contained in this Section 6.1 shall be construed to obligate the Company to provide any specific benefits to its employees generally.

6.2 VACATIONS. The Executive shall be entitled to vacation time on an annual basis in accordance with such policies as are from time to time adopted by the Company's Board of Directors with respect to its senior management employees.

6.3 AUTOMOBILE. The Company shall provide the Executive an automobile for use by the Executive in connection with the performance of her duties under this Agreement. The Executive shall be entitled to receive reimbursement for such automobile expenses as are incurred by the Executive in connection with the performance of her duties under this Agreement. Such reimbursement shall include the cost of operating the automobile, the cost for maintenance of such automobile and the cost of insurance of such automobile.

6.4 STOCK OPTIONS. The Executive shall be entitled to participate in the Company's stock option plans as may from time to time be in effect and to receive such incentive or other stock options as may from time to time be granted to him thereunder; provided, however, that nothing contained in this
Section 6.4 shall be construed to obligate the Company, its Board of Directors or any committee of its Board of Directors to grant any incentive or other stock option whatsoever to the Executive.

6.5 BUSINESS, TRAVEL AND ENTERTAINMENT EXPENSES. Within a reasonable time after the submission of appropriate receipts and other evidence by the Executive, the Company shall pay, or reimburse the Executive for, all reasonable business, travel and entertainment expenses incurred by the Executive in connection with the performance of her duties and responsibilities on behalf of the Company.

ARTICLE VII

7.1 TERMINATION OF EMPLOYMENT.

(a) Notwithstanding the provisions of Article III hereof, this Agreement (i) shall automatically terminate upon the death of the Executive pursuant to the provisions of Section 7.2 hereof, (ii) may be terminated at any time by the Company pursuant to the provisions of Sections 7.3 or 7.4 hereof, and (iii) may be terminated at any time by the Executive pursuant to the provisions of Section 7.5 hereof.

(b) If either the Company or the Executive shall desire to terminate the Executive's employment by the Company pursuant to any of the provisions of Sections 7.3, 7.4, or 7.5 of this Agreement, then, in such event, the party causing such termination shall provide a Termination Notice to the other party.

(c) If this Agreement shall be terminated pursuant to any of the provisions of this Article VII, the Company shall be discharged from all of its obligations to the Executive under this Agreement upon the payment to the Executive of the amount set forth in the Section of this Article VII pursuant to which such termination shall occur. The Executive's sole and exclusive remedy for the termination of this Agreement prior to April 30, 2009, regardless of whether such termination shall be initiated by the Company or the Executive, and regardless of whether such termination shall be with or without Cause, shall be the payment by the Company to the Executive of the amount set forth in the
Section of this Article VII pursuant to which such termination shall occur.

7.2 DEATH OF EXECUTIVE. If during the term of this Agreement the Executive shall die, then the employment of the Executive by the Company shall automatically terminate on the date of the Executive's death. In such event, not more than thirty (30) days after the date of the Executive's death, the Company shall pay to the Executive's estate or as otherwise directed by the Executive's personal representative or executor, an amount in cash equal to the Executive's Compensation (subject to applicable payroll and/or other taxes required by law to be withheld) determined as of the date of the Executive's death.

7.3 DISABILITY OF EXECUTIVE.

(a) In the event that at any time during the term of this Agreement the Executive shall suffer any Disability, then the Company shall be obligated to continue to pay in the ordinary and normal course of its business to the Executive or her legal representative, as the case may be, the Executive's Compensation (subject to applicable payroll and/or other taxes required by law to be withheld) from the date that the Executive shall first suffer any such Disability to the date that the Executive's employment by the Company shall be terminated pursuant to any of the provisions of this Agreement.

(b) In the event that the Executive shall suffer any Protracted Disability during the term of this Agreement, then the Company may terminate the Executive's employment under this Agreement. In such event, in addition to any other benefits which may have been provided by the Company to the Executive or her legal representative, as the case may be, pursuant to the provisions of Section 7.3(a) above, not later than the Termination Date specified in the Termination Notice delivered by the Company to the Executive or her legal representative, as the case may be, the Company shall pay to the Executive or as otherwise directed by the Executive's legal representative an amount in cash equal to the Executive's Compensation (subject to applicable payroll and/or taxes required by law to be withheld) determined as of the date of such Termination Notice. Subsequent to such Termination Date, the Executive or her legal representative, as the case may be, shall also be entitled to receive any benefits which may be payable under any disability insurance policy or disability plan provided to the Executive by the Company.

7.4 TERMINATION OF EMPLOYMENT BY COMPANY.

(a) The Company may terminate this Agreement at any time with Cause. In such event, the Company shall be obligated to continue to pay in the ordinary and normal course of its business to the Executive only her Salary (subject to applicable payroll and/or other taxes required by law to be withheld) through the Termination Date set forth in the Termination Notice.

(b) The Company may terminate this Agreement at any time without Cause. In such event, (i) not later than the Termination Date specified in the Termination Notice, the Company shall pay to the Executive an amount in cash equal to the sum of the Executive's Compensation (subject to applicable payroll and/or other taxes required by law to be withheld) determined as of the date of such Termination Notice through the remaining term of the Agreement and
(ii) the restrictions set forth in Section 9.1(b) hereof shall not be applicable to the Executive.

7.5 TERMINATION OF EMPLOYMENT BY EXECUTIVE.

(a) The Executive may terminate this Agreement at any time with Good Reason. In such event, (i) not later than the Termination Date specified in the Termination Notice, the Company shall pay to the Executive an amount in cash equal to the sum of the Executive's Compensation (subject to applicable payroll and/or other taxes required by law to be withheld) determined as of the date of such Termination Notice through the remaining term of the Agreement and (ii) the restrictions set forth in Section 9.1(b) hereof shall not be applicable to the Executive.

(b) The Executive may terminate this Agreement at any time without Good Reason. In such event, the Company shall be obligated to continue to pay in the ordinary and normal course of its business to the Executive only her Salary (subject to applicable payroll and/or other taxes required by law to be withheld) through the Termination Date set forth in the Termination Notice.

ARTICLE VIII

8.1 TERMINATION OF EMPLOYMENT. Notwithstanding the provisions of Articles III and VII of this Agreement, in the event that (a) there shall occur any Change in Control of the Company, other than an Approved Change in Control of the Company, and (b) at any time subsequent to the date of any such Change in Control of the Company, either (i) the Company shall terminate the employment of the Executive for any reason, other than as the result of the death or the Protracted Disability of the Executive or for Cause, or (ii) the Executive shall terminate her employment for Good Reason, then, in any such event, (A) not later than the Termination Date specified in the Termination Notice delivered by the Company to the Executive, or by the Executive to the Company,

as the case may be, the Company shall pay to the Executive an amount in cash equal to the Executive's Compensation, determined as of the date of such Termination Notice, multiplied by three (subject to applicable payroll and/or other taxes required by law to be withheld), (B) the restrictions set forth in
Section 9.1(b) hereof shall not be applicable to the Executive, and (C) any and all stock options granted to the Executive under any stock option plan of the Company as may from time to time be in effect, which shall not by their terms have vested on or before such Termination Date, shall vest on such Termination Date.

8.2 LIMITATION ON PAYMENT. Notwithstanding anything to the contrary set forth in Section 8.1 above, the amount paid by the Company to the Executive shall be limited to the maximum amount which will not constitute a "parachute payment," as such term is defined in Section 280G(b)(2) of the Internal Revenue Code of 1986, as amended. This limitation shall first be applied to amounts provided pursuant to clause (C) of Section 8.1 hereof (otherwise included in the calculation of a parachute payment) to the extent thereof and then to amounts provided pursuant to clause (A) of Section 8.1 hereof.

ARTICLE IX

9.1 CERTAIN RESTRICTIONS. The Executive covenants and agrees with the Company as follows:

(a) She shall not at any time, directly or indirectly, for himself or any other Person which competes in any manner with the Company or any of its subsidiaries or affiliates in the United States of America or its territories and possessions or any other countries in which the Company as of the date of termination of this Agreement conducts its business directly or indirectly through any of its subsidiaries or affiliates (collectively, the "Territory"), employ, attempt to employ or enter into any contractual arrangement for employment with, any employee or former employee of the Company or any of its subsidiaries or affiliates, unless such former employee shall not have been employed by the Company or any of its subsidiaries or affiliates for a period of at least one year.

(b) She shall not, during the term of this Agreement and for a period of one year from and after the date of termination of this Agreement, directly or indirectly, (i) acquire or own in any manner any interest in, or loan any amount to, any Person which competes in any manner with the Company or any of its subsidiaries or affiliates in the Territory, (ii) be employed by or serve as an employee, agent, officer, or director of, or as a consultant to, any Person, other than the Company and its subsidiaries and affiliates, which competes in any manner with the Company or its subsidiaries or affiliates in the Territory, or (iii) compete in any manner with the Company or its subsidiaries or affiliates in the Territory. The foregoing provisions of this Section 9.1(b) shall not prevent the Executive from acquiring and owning not more than five percent (5%) of the equity securities of any Person whose securities are listed for trading on a national securities exchange or are regularly traded in the over-the-counter securities market.

(c) In the course of the Executive's employment by the Company, the Executive will have access to confidential or proprietary information of the Company and its subsidiaries and affiliates. The Executive shall not at any time divulge or communicate to any Person, or use to the detriment of the Company or its subsidiaries or affiliates, any such confidential or proprietary information. The term "confidential or proprietary information" shall mean information not generally available to the public, including without limitation personnel information, financial information, customer lists, supplier lists, marketing plans and analyses, trade secrets, computer software and source and object codes and procedures and techniques of operating and managing the business of the Company and its subsidiaries and affiliates.

9.2 REMEDIES. It is recognized and acknowledged by each of the Company and the Executive that a breach or violation by the Executive of any or all of her covenants and agreements contained in Section 9.1 of this Agreement will cause irreparable harm and damage to the Company and its subsidiaries and affiliates in a monetary amount which would be virtually impossible to ascertain and, therefore, will deprive the Company of an adequate remedy at law. Accordingly, if the Executive shall breach or violate any or all of her covenants and agreements set forth in Section 9.1 hereof, then the Company and its subsidiaries and affiliates shall have resort to all equitable remedies, including without limitation the remedies of specific performance and injunction, both permanent and temporary, as well as all other remedies which may be available at law.

9.3 INTENT. It is the intent of the parties that the restrictions set forth in Section 9.1 hereof shall be enforced to the fullest extent permissible under the laws and public policies of each jurisdiction in which enforcement of such restrictions may be sought. If any provision contained in Section 9.1 hereof shall be adjudicated by a court of competent jurisdiction to be invalid or unenforceable because of its duration or geographic scope, then such provision shall be reduced by such court in duration or geographic scope or both to such extent as to make it valid and enforceable in the jurisdiction where such court is located, and in all other respects shall remain in full force and effect.

ARTICLE X

The Company shall require any successor, whether direct or indirect, and whether by purchase, merger, consolidation or otherwise, to all or substantially all of the business or properties and assets of the Company, to execute and deliver to the Executive, not later than the date of the consummation of any such purchase, merger, consolidation or other transaction, a written instrument in form and in substance reasonably satisfactory to the Executive and her legal counsel pursuant to which any such successor shall agree to assume and to perform on a timely basis or to cause to be performed on a timely basis all of the Company's covenants, agreements and obligations set forth in this Agreement (a "Successor Agreement"). The failure of the Company to cause any such successor to execute and deliver a Successor Agreement to the Executive shall (a) constitute a breach of the provisions of this Agreement by the Company and (b) be deemed to constitute a termination by the Executive of her employment hereunder (as of the date upon which any such successor shall succeed to all or substantially all of the business or properties and assets of the Company) for Good Reason.

ARTICLE XI

In the event that any litigation shall arise between the Company and the Executive based, in whole or in part, upon this Agreement or any or all of the provisions contained herein, then, in any such event, the prevailing party in any such litigation shall be entitled to recover from the non-prevailing party, and shall be awarded by a court of competent jurisdiction, any and all reasonable fees and disbursements of trial and appellate counsel paid, incurred or suffered by such prevailing party as the result of, arising from, or in connection with, any such litigation.

ARTICLE XII

12.1 GOVERNING LAW. This Agreement shall be governed by, and shall be construed and interpreted in accordance, with the laws of the State of Florida, without giving effect to the principles of the conflict of laws thereof.

12.2 NOTICES. Any and all notices and other communications required or permitted to be given pursuant to this Agreement shall be in writing and shall be deemed to have been duly given when delivered by hand, or when delivered by mail, by registered or certified mail, postage prepaid, return receipt requested, to the respective parties at the following respective addresses:

If to the Company:                  Cord Blood America, Inc.
                                    10940 Wilshire Blvd.
                                    Sixth Floor
                                    Beverly Hills, California  90024
                                    Attention:  Chief Executive Officer

If to the Executive:                Stephanie A. Schissler
                                    124 South Carson Road
                                    Beverly Hills, California  90211

or to such other address as either party may from time to time give written notice of to the other in accordance with the provisions of this Section 12.2.

12.3 ENTIRE AGREEMENT. This Agreement constitutes the entire agreement between the Company and the Executive with respect to the subject matter hereof and supersedes all prior agreements, understandings, negotiations and arrangements, both oral and written, between the Company and the Executive with respect to such subject matter.

12.4 AMENDMENTS. This Agreement may not be amended or modified in any manner, except by a written instrument executed by each of the Company and the Executive.

12.5 BENEFITS; BINDING EFFECT. This Agreement shall be for the benefit of, and shall be binding upon, each of the Company and the Executive and their respective heirs, personal representatives, executors, legal representatives, successors and assigns.

12.6 SEVERABILITY. The invalidity of any one or more of the words, phrases, sentences, clauses or sections contained in this Agreement shall not affect the enforceability of the remaining portions of this Agreement or any part hereof, all of which are inserted conditionally on their being valid in law. Except as otherwise provided in Section 9.3 above, if any one or more of the words, phrases, sentences, clauses or sections contained in this Agreement shall be declared invalid by any court of competent jurisdiction, then, in any such event, this Agreement shall be construed as if such invalid word or words, phrase or phrases, sentence or sentences, clause or clauses, or section or sections had not been inserted.

12.7 NO WAIVERS. The waiver by either party of a breach or violation of any provision of this Agreement by any other party shall not operate nor be construed as a waiver of any subsequent breach or violation. The waiver by either party to exercise any right or remedy it or she may possess shall not operate nor be construed as a bar to the exercise of such right or remedy by such party upon the occurrence of any subsequent breach or violation.

12.8 HEADINGS. The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of any or all of the provisions hereof.

12.9 COUNTERPARTS. This Agreement may be executed in any number of counterparts and by the separate parties in separate counterparts, each of which shall be deemed to constitute an original and all of which shall be deemed to constitute the one and the same instrument.

IN WITNESS WHEREOF, each of the parties has executed and delivered this Agreement on the date first written above.

By       Matthew L. Schissler                            Stephanie A. Schissler
         --------------------                            ----------------------
         Matthew L. Schissler,                           Stephanie A. Schissler
         Chairman of the Board and
         Chief Executive Officer

EXHIBIT 10.5

THIS STOCK OPTION AGREEMENT is entered into as of April 29, 2004 by and between CORD BLOOD AMERICA, Inc., a Florida corporation (the "Company"), and MATTHEW L. SCHISSLER, an individual (the "Executive").

RECITALS:

A. The Company desires to grant to the Executive certain options to purchase shares of the Company's common stock, par value $.0001 per share (the "Common Stock").

B. Each of the Company and the Executive desires to enter into this Stock Option Agreement (the "Agreement") for the purpose of evidencing the grant of such options and setting forth certain of the terms and conditions governing the exercise thereof.

NOW, THEREFORE, in consideration of the premises, and the respective covenants and agreements of the parties set forth herein, each of the Company and the Executive agrees as follows:

ARTICLE I

The following terms shall have the following respective meanings when utilized in this Agreement:

"Approved Board" means a Board of Directors of the Company that, as of a given date, is comprised of individuals at least a majority of whom have continuously served as directors of the Company during the period of two years ending on such date, unless the election of each director who was not a director at the beginning of such two year period was approved in advance by the directors representing at least two-thirds of the directors then in office who were directors at the beginning of such two year period.

"Approved Change in Control of the Company" means any transaction or series of transactions which:

(a) results, or is reasonably anticipated to result, in a Change in Control of the Company;

(b) is approved by the requisite vote of an Approved Board pursuant to, and in accordance with, applicable law and the Articles of Incorporation and Bylaws of the Company; and

(c) if required by applicable law or the Articles of Incorporation or Bylaws of the Company, is approved by the requisite vote of the shareholders of the Company pursuant to, and in accordance with, applicable law and the Articles of Incorporation and Bylaws of the Company.

"Cause" means any action by the Executive or any inaction by the Executive which, after due consideration, is reasonably determined by the Board of Directors of the Company to constitute:

(a) fraud, embezzlement, misappropriation, dishonesty or breach of trust;

(b) a felony or moral turpitude;

(c) a material breach or violation of any or all of the covenants, agreements and obligations of the Executive set forth in any employment agreement between the Company and the Executive, other than as the result of the Executive's death or Disability;

(d) a willful or knowing failure or refusal by the Executive to perform any or all of his material duties and responsibilities as an officer of the Company, other than as the result of the Executive's death or Disability; or

(e) gross negligence by the Executive in the performance of any or all of his material duties and responsibilities as an officer of the Company, other than as a result of the Executive's death or Disability.

"Change in Control of the Company" means any change in control of the Company of a nature which would be required to be reported (a) in response to Item 6(e) of Schedule 14A of Regulation 14A, as in effect on the date of this Agreement, promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), (b) in response to Item 1 of the Current Report on Form 8-K, as in effect on the date of this Agreement, promulgated under the Exchange Act, or (c) in any filing by the Company with the United States Securities and Exchange Commission; provided, however, that, without limitation, a Change in Control of the Company shall be deemed to have occurred if:

(i) subsequent to the date of this Agreement, any "person" (as such term is defined in Sections 13(d)(3) and 14(d)(2) of the Exchange Act), other than the Company, any subsidiary of the Company or any compensation, retirement, pension or other employee benefit plan or trust of the Company or any subsidiary of the Company, becomes the "beneficial owner" (as such term is defined in Rule 13d-3 promulgated under the Exchange Act), directly or indirectly, of securities of the Company or any successor to the Company (whether by merger, consolidation or

otherwise) representing twenty percent (20%) or more of the combined voting power of the Company's then outstanding securities;

(ii) during any period of two consecutive years, the individuals who at the beginning of such period constitute the Board of Directors of the Company cease for any reason to constitute at least a majority of such Board of Directors, unless the election of each director who was not a director at the beginning of such period has been approved in advance by the directors representing at least two-thirds of the directors then in office who were directors at the beginning of such period;

(iii) the Company shall merge or consolidate with or into another corporation or other entity, or enter into a binding agreement to merge or consolidate with or into another corporation or other entity, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving corporation or entity) not less than eighty percent (80%) of the combined voting power of the voting securities of the Company or such surviving corporation or entity outstanding immediately after such merger or consolidation;

(iv) the Company shall sell, lease, exchange or otherwise dispose of all or substantially all of its assets, or enter into a binding agreement for the sale, lease, exchange or other disposition of all or substantially all of its assets, in one transaction or in a series of related transactions; or

(v) the Company shall liquidate or dissolve, or any plan or proposal shall be adopted for the liquidation or dissolution of the Company.

"Disability" means any mental or physical illness, condition, disability or incapacity which prevents the Executive from reasonably discharging his duties and responsibilities as an officer of the Company. If any disagreement or dispute shall arise between the Company and the Executive as to whether the Executive suffers from any Disability, then, in such event, the Executive shall submit to the physical or mental examination of a licensed physician, who is mutually agreeable to the Company and the Executive, and such physician shall determine whether the Executive suffers from any Disability. In the absence of fraud or bad faith, the determination of such physician shall be final and binding upon the Company and the Executive. The entire cost of such examination shall be paid for solely by the Company.

"Person" means any individual, person, firm, corporation, partnership, association or other entity.

ARTICLE II

2.1 GRANT OF OPTIONS. Subject to the terms and conditions set forth in this Agreement, the Company grants to the Executive options to purchase an aggregate of Five Hundred Thousand (500,000) shares of Common Stock (the "Options").

2.2 DATE OF GRANT; EXERCISE PRICE. The date of grant of the Options is April 29, 2004 (the "Grant Date"). The exercise price of the Options is Twenty-Five Cents ($0.25) per share of Common Stock.

2.3 MAXIMUM TERM OF OPTIONS. In no event may the Options be exercised, in whole or in part, after April 28, 2014.

2.4 VESTING OF OPTIONS. Subject to the provisions of Article III below, the Options shall vest and be exercisable on and after the dates set forth below as to the number of shares of Common Stock determined by multiplying the percentage indicated on the Vesting Schedule below by the total number of shares subject to the Options on the Grant Date:

                                VESTING SCHEDULE

                                                   AGGREGATE PERCENTAGE VESTED
VESTING DATE                                         AND CAPABLE OF EXERCISE

Grant Date                                                               0%
First anniversary of Grant Date                                          25%
Second anniversary of Grant Date                                         50%
Third anniversary of Grant Date                                          75%
Fourth anniversary of Grant Date                                        100%

2.5 EXERCISE AND PAYMENT.

(a) Subject to the provisions of Section 2.4 above, the Options may be exercised, in whole or in part, by delivery of written notice to the Company indicating the number of Options which are being exercised by the Executive, accompanied by payment of the full amount of the "Aggregate Exercise Price" (as such term is hereinafter defined).

(b) For purposes of this Section 2.5, the term "Aggregate Exercise Price" shall mean Twenty-Five Cents ($.25) multiplied by the number of Options being exercised by the Executive.

(c) The Aggregate Exercise Price shall be paid by the Executive to the Company by the delivery of (i) cash, (ii) certified or cashiers' check, (iii) shares of Common Stock already owned by the Executive, (iv) the withholding of shares of Common Stock issuable upon such exercise of the Options, (v) irrevocable instructions to a broker to deliver promptly to the Company the amount of sale or loan proceeds required to pay the purchase price, or (vi) any combination of the foregoing methods of payment. Shares of Common Stock delivered in payment of all or any part of the amounts payable in connection with the exercise of Options, and shares of Common Stock withheld for such payment, shall be valued for such purpose at their "Fair Market Value" (as such term is hereinafter defined) as of the date of exercise of the Options.

(d) "Fair Market Value" of a share of Common Stock on any day means the last sale price (or, if no last sale price is reported, the average of the high bid and low asked prices) for a share of Common Stock on such day (or, if such day is not a trading day, on the next preceding trading day) as reported on NASDAQ or, if not reported on NASDAQ, as quoted by the National Quotation Bureau Incorporated, or if the Common Stock is listed on an exchange, on the principal exchange on which the Common Stock is listed. If for any day the Fair Market Value of a share of Common Stock is not determinable by any of the foregoing means, then the Fair Market Value for such day shall be determined in good faith by the Company on the basis of such quotations and other considerations as the Company deems appropriate.

2.6 LIMITATIONS ON EXERCISE AND ASSIGNMENT. During the Executive's lifetime, the Options granted pursuant to this Agreement shall be exercisable only by the Executive, and the Options shall not be transferable except, in case of the death of the Executive, by will or by the laws of descent and distribution. The Options granted pursuant to this Agreement shall not be subject to attachment, execution or other similar legal process. In the event of
(a) any attempt by the Executive to alienate, assign, pledge, hypothecate or otherwise dispose of the Options, except as provided herein, or (b) the levy of any attachment, execution or similar legal process upon the rights or interest granted to the Executive pursuant to this Agreement, the Company, at its option, may terminate the Options by the delivery of written notice to the Executive and the Options shall thereupon become null and void.

2.7 NO RIGHTS OF SHAREHOLDER. Neither the Executive nor any other person shall be, or shall have any of the rights and privileges of, a shareholder of the Company with respect to any shares of Common Stock purchasable or issuable upon the exercise of the Options, in whole or in part, prior to the date of exercise of the Options and payment in full of the Aggregate Exercise Price therefor.

2.8 STOCK ADJUSTMENT. If there is any change in the number of issued and outstanding shares of Common Stock by reason of any stock split, stock dividend, recapitalization or other similar transaction, then the number of shares of Common Stock subject to the Options and the Exercise Price shall be proportionately adjusted.

2.9 STOCK RESERVED. The Company shall at all times during the term of this Agreement reserve and keep available such number of shares of its authorized but unissued Common Stock, or its Common Stock held as treasury stock, as shall be sufficient to satisfy the terms of this Agreement.

2.10 CORPORATE REORGANIZATION. If there shall be any capital reorganization or consolidation or merger of the Company with another corporation or corporations or entity or entities, or any sale of all or substantially all of the Company's properties and assets to any other corporation or corporations or entity or entities, then, in any such event, the Company shall take such action as may be necessary to enable the Executive to receive upon any subsequent exercise of the Options, in whole or in part, including any shares under the Options for which the right to exercise has not accrued pursuant to the provisions of Section 2.4 above, in lieu of shares of Common Stock, securities or other assets as were issuable or payable upon such reorganization, consolidation, merger or sale in respect of, or in exchange for, such shares of Common Stock.

ARTICLE III

3.1 DEATH; DISABILITY. If the Executive's employment by the Company shall be terminated by reason of the Executive's death or Disability, then all of the Options granted to the Executive pursuant to this Agreement which have not previously vested shall vest on the date of death or Disability, as the case may be, and may be exercised by the Executive or his estate, personal representative, executor, administrator or any person who acquired such Options by will or by the laws of descent and distribution, as the case may be, at any time prior to the earlier of (a) the expiration date of such Options set forth in this Agreement or (b) one year after the date of termination of employment.

3.2 CAUSE. If the Executive's employment by the Company shall be terminated for Cause, then:

(a) all of the Options granted to the Executive pursuant to this Agreement which shall not have vested shall terminate on the date of termination of employment; and

(b) all of the Options granted to the Executive pursuant to this Agreement which shall have vested but which shall not have been previously exercised by the Executive shall terminate on the date of termination of employment.

3.3 OTHER TERMINATION. If the Executive's employment by the Company shall be terminated for any reason other than one set forth in Section 3.1 or
Section 3.2 above, then:

(a) all of the Options granted to the Executive pursuant to this Agreement which shall not have previously vested shall terminate on the date of termination of employment; and

(b) all of the Options granted to the Executive pursuant to this Agreement which shall have previously vested but which shall not have been previously exercised by the Executive may be exercised by the Executive at any time prior to the earlier of (i) the expiration date of such Options set forth in this Agreement or (ii) three months from and after the date of termination of employment.

ARTICLE IV

As soon as practicable following any exercise by the Executive of the Options, the Company shall deliver or cause to be delivered to the Executive a certificate or certificates representing the shares of Common Stock acquired pursuant to any such exercise; provided, however, that the Company may postpone the time of delivery of any certificate for such period of time as the Company shall deem necessary or desirable in order to enable it to comply with (i) the listing requirements of any securities exchange or the National Association of Securities Dealers, Inc. Automated Quotation system, (ii) the requirements of the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (collectively, the "Federal Securities Laws"), or (iii) the requirements of any applicable state securities or blue sky laws and the rules and regulations promulgated thereunder (collectively, the "State Securities Laws").

ARTICLE V

The Executive represents and warrants to the Company, and covenants and agrees with the Company, as follows:

(a) The shares of Common Stock to be issued to the Executive upon any exercise of the Options are being acquired by the Executive for his own account, and not for the account or beneficial interest of any other person or entity. The shares of Common Stock to be issued to the Executive upon any exercise of the Options are not being acquired by the Executive with a view to, or for resale in connection with, any "distribution" within the meaning of the Federal Securities Laws or any applicable State Securities Laws.

(b) The shares of Common Stock to be issued to the Executive upon any exercise of the Options have not been, and will not be, registered under the Federal Securities Laws or any State Securities Laws and, as such, must be held by the Executive unless and until they are subsequently so registered under the Federal Securities Laws and any applicable State Securities Laws or an exemption from registration thereunder is available. The shares of Common Stock to be issued to the Executive upon any exercise of the Options constitute "restricted securities," as that term is defined in Rule 144 promulgated by the Securities and Exchange Commission under the Securities Act.

(c) The Executive shall not sell, assign, transfer, convey, pledge, hypothecate, encumber or otherwise dispose of (collectively, a "Transfer") any or all of the shares of Common Stock to be issued to him upon any exercise of the Options, unless such Transfer is registered under the Federal Securities Laws and any applicable State Securities Laws or a specific exemption from registration thereunder is available. Any Transfer of any or all of the shares of Common Stock to be issued to the Executive upon any exercise of the Options which is made pursuant to an exemption claimed under the Federal Securities Laws and any applicable State Securities Laws will require a favorable opinion of the Executive's legal counsel, in form and in substance satisfactory to the Company and its legal counsel, to the effect that such Transfer does not and will not violate the provisions of the Federal Securities Laws or any applicable State Securities Laws.

(d) The Company is under no obligation whatsoever to file any registration statement under the Federal Securities Laws or any State Securities Laws to register any Transfer of any shares of Common Stock held by the Executive, or to take any other action necessary for the purpose of making an exemption from registration available to the Executive in connection with any such Transfer. Stop transfer instructions will be issued by the Company with respect to the shares of Common Stock to be issued to the Executive upon any exercise of the Options.

(e) There will be placed upon all of the certificates representing shares of Common Stock delivered by the Company to the Executive, and any and all certificates delivered in partial or total substitution therefor, a restrictive legend which will read substantially as follows:

THE SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD, ASSIGNED, TRANSFERRED, CONVEYED, PLEDGED, HYPOTHECATED, ENCUMBERED OR OTHERWISE DISPOSED OF UNLESS (A) THEY ARE COVERED BY A REGISTRATION STATEMENT OR POST-EFFECTIVE AMENDMENT THERETO, EFFECTIVE UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) SUCH SALE, ASSIGNMENT, TRANSFER, CONVEYANCE, PLEDGE, HYPOTHECATION, ENCUMBRANCE OR OTHER DISPOSITION IS EXEMPT FROM THE PROVISIONS OF SECTION 5 OF THAT ACT.

ARTICLE VI

Upon the occurrence of any Change in Control of the Company, other than an Approved Change in Control of the Company, notwithstanding anything to the contrary set forth herein, all of the Options granted hereunder shall immediately vest and become exercisable in full.

ARTICLE VII

7.1 GOVERNING LAW. This Agreement shall be governed by, and shall be construed and interpreted in accordance, with the laws of the State of Florida, without giving effect to the principles of the conflict of laws thereof.

7.2 NOTICES. Any and all notices and other communications required or permitted to be given pursuant to this Agreement shall be in writing and shall be deemed to have been duly given when delivered by hand, or when delivered by mail, by registered or certified mail, postage prepaid, return receipt requested, to the respective parties at the following respective addresses:

If to the Company:                  Cord Blood America, Inc.
                                    10940 Wilshire Blvd.
                                    Sixth Floor
                                    Beverly Hills, California  90024
                                    Attention:  President

If to the Executive:                Matthew L. Schissler
                                    124 South Carson Road
                                    Beverly Hills, California  90211

or to such other address as either party may from time to time give written notice of to the other in accordance with the provisions of this Section 7.2.

7.3 ENTIRE AGREEMENT. This Agreement constitutes the entire agreement between the Company and the Executive with respect to the subject matter hereof and supersedes all prior agreements, understandings, negotiations and arrangements, both oral and written, between the Company and the Executive with respect to such subject matter.

7.4 AMENDMENTS. This Agreement may not be amended or modified in any manner, except by a written instrument executed by each of the Company and the Executive.

7.5 BENEFITS; BINDING EFFECT. This Agreement shall be for the benefit of, and shall be binding upon, each of the Company and the Executive and their respective heirs, personal representatives, executors, legal representatives, successors and assigns.

7.6 SEVERABILITY. The invalidity of any one or more of the words, phrases, sentences, clauses or sections contained in this Agreement shall not affect the enforceability of the remaining portions of this Agreement or any part hereof, all of which are inserted conditionally on their being valid in law. If any one or more of the words, phrases, sentences, clauses or sections contained in this Agreement shall be declared invalid by any court of competent jurisdiction, then, in any such event, this Agreement shall be construed as if such invalid word or words, phrase or phrases, sentence or sentences, clause or clauses, or section or sections had not been inserted.

7.7 NO WAIVERS. The waiver by either party of a breach or violation of any provision of this Agreement by any other party shall not operate nor be construed as a waiver of any subsequent breach or violation. The waiver by either party to exercise any right or remedy it or he may possess shall not operate nor be construed as a bar to the exercise of such right or remedy by such party upon the occurrence of any subsequent breach or violation.

7.8 HEADINGS. The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of any or all of the provisions hereof.

7.9 COUNTERPARTS. This Agreement may be executed in any number of counterparts and by the separate parties in separate counterparts, each of which shall be deemed to constitute an original and all of which shall be deemed to constitute the one and the same instrument.

IN WITNESS WHEREOF, each of the parties has executed and delivered this Agreement on the date first written above.

By       Stephanie A. Schissler                           Matthew L. Schissler
         ----------------------                           --------------------
         Stephanie A. Schissler,                          Matthew L. Schissler
         President and Chief Operating Officer

EXHIBIT 10.6

THIS STOCK OPTION AGREEMENT is entered into as of April 29, 2004 by and between CORD BLOOD AMERICA, Inc., a Florida corporation (the "Company"), and STEPHANIE A. SCHISSLER, an individual (the "Executive").

RECITALS:

A. The Company desires to grant to the Executive certain options to purchase shares of the Company's common stock, par value $.0001 per share (the "Common Stock").

B. Each of the Company and the Executive desires to enter into this Stock Option Agreement (the "Agreement") for the purpose of evidencing the grant of such options and setting forth certain of the terms and conditions governing the exercise thereof.

NOW, THEREFORE, in consideration of the premises, and the respective covenants and agreements of the parties set forth herein, each of the Company and the Executive agrees as follows:

ARTICLE I

The following terms shall have the following respective meanings when utilized in this Agreement:

"Approved Board" means a Board of Directors of the Company that, as of a given date, is comprised of individuals at least a majority of whom have continuously served as directors of the Company during the period of two years ending on such date, unless the election of each director who was not a director at the beginning of such two year period was approved in advance by the directors representing at least two-thirds of the directors then in office who were directors at the beginning of such two year period.

"Approved Change in Control of the Company" means any transaction or series of transactions which:

(a) results, or is reasonably anticipated to result, in a Change in Control of the Company;

(b) is approved by the requisite vote of an Approved Board pursuant to, and in accordance with, applicable law and the Articles of Incorporation and Bylaws of the Company; and

(c) if required by applicable law or the Articles of Incorporation or Bylaws of the Company, is approved by the requisite vote of the shareholders of the Company pursuant to, and in accordance with, applicable law and the Articles of Incorporation and Bylaws of the Company.

"Cause" means any action by the Executive or any inaction by the Executive which, after due consideration, is reasonably determined by the Board of Directors of the Company to constitute:

(a) fraud, embezzlement, misappropriation, dishonesty or breach of trust;

(b) a felony or moral turpitude;

(c) a material breach or violation of any or all of the covenants, agreements and obligations of the Executive set forth in any employment agreement between the Company and the Executive, other than as the result of the Executive's death or Disability;

(d) a willful or knowing failure or refusal by the Executive to perform any or all of his material duties and responsibilities as an officer of the Company, other than as the result of the Executive's death or Disability; or

(e) gross negligence by the Executive in the performance of any or all of his material duties and responsibilities as an officer of the Company, other than as a result of the Executive's death or Disability.

"Change in Control of the Company" means any change in control of the Company of a nature which would be required to be reported (a) in response to Item 6(e) of Schedule 14A of Regulation 14A, as in effect on the date of this Agreement, promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), (b) in response to Item 1 of the Current Report on Form 8-K, as in effect on the date of this Agreement, promulgated under the Exchange Act, or (c) in any filing by the Company with the United States Securities and Exchange Commission; provided, however, that, without limitation, a Change in Control of the Company shall be deemed to have occurred if:

(i) subsequent to the date of this Agreement, any "person" (as such term is defined in Sections 13(d)(3) and 14(d)(2) of the Exchange Act), other than the Company, any subsidiary of the Company or any compensation, retirement, pension or other employee benefit plan or trust of the Company or any subsidiary of the Company, becomes the "beneficial owner" (as such term is defined in Rule 13d-3 promulgated under the Exchange Act), directly or indirectly, of securities of the Company or any successor to the Company (whether by merger, consolidation or

otherwise) representing twenty percent (20%) or more of the combined voting power of the Company's then outstanding securities;

(ii) during any period of two consecutive years, the individuals who at the beginning of such period constitute the Board of Directors of the Company cease for any reason to constitute at least a majority of such Board of Directors, unless the election of each director who was not a director at the beginning of such period has been approved in advance by the directors representing at least two-thirds of the directors then in office who were directors at the beginning of such period;

(iii) the Company shall merge or consolidate with or into another corporation or other entity, or enter into a binding agreement to merge or consolidate with or into another corporation or other entity, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving corporation or entity) not less than eighty percent (80%) of the combined voting power of the voting securities of the Company or such surviving corporation or entity outstanding immediately after such merger or consolidation;

(iv) the Company shall sell, lease, exchange or otherwise dispose of all or substantially all of its assets, or enter into a binding agreement for the sale, lease, exchange or other disposition of all or substantially all of its assets, in one transaction or in a series of related transactions; or

(v) the Company shall liquidate or dissolve, or any plan or proposal shall be adopted for the liquidation or dissolution of the Company.

"Disability" means any mental or physical illness, condition, disability or incapacity which prevents the Executive from reasonably discharging his duties and responsibilities as an officer of the Company. If any disagreement or dispute shall arise between the Company and the Executive as to whether the Executive suffers from any Disability, then, in such event, the Executive shall submit to the physical or mental examination of a licensed physician, who is mutually agreeable to the Company and the Executive, and such physician shall determine whether the Executive suffers from any Disability. In the absence of fraud or bad faith, the determination of such physician shall be final and binding upon the Company and the Executive. The entire cost of such examination shall be paid for solely by the Company.

"Person" means any individual, person, firm, corporation, partnership, association or other entity.

ARTICLE II

2.1 GRANT OF OPTIONS. Subject to the terms and conditions set forth in this Agreement, the Company grants to the Executive options to purchase an aggregate of Five Hundred Thousand (500,000) shares of Common Stock (the "Options").

2.2 DATE OF GRANT; EXERCISE PRICE. The date of grant of the Options is April 29, 2004 (the "Grant Date"). The exercise price of the Options is Twenty-Five Cents ($0.25) per share of Common Stock.

2.3 MAXIMUM TERM OF OPTIONS. In no event may the Options be exercised, in whole or in part, after April 28, 2014.

2.4 VESTING OF OPTIONS. Subject to the provisions of Article III below, the Options shall vest and be exercisable on and after the dates set forth below as to the number of shares of Common Stock determined by multiplying the percentage indicated on the Vesting Schedule below by the total number of shares subject to the Options on the Grant Date:

                                VESTING SCHEDULE

                                                   AGGREGATE PERCENTAGE VESTED
VESTING DATE                                         AND CAPABLE OF EXERCISE
------------                                         -----------------------

Grant Date                                                                0%
First anniversary of Grant Date                                          25%
Second anniversary of Grant Date                                         50%
Third anniversary of Grant Date                                          75%
Fourth anniversary of Grant Date                                        100%

2.5 EXERCISE AND PAYMENT.

(a) Subject to the provisions of Section 2.4 above, the Options may be exercised, in whole or in part, by delivery of written notice to the Company indicating the number of Options which are being exercised by the Executive, accompanied by payment of the full amount of the "Aggregate Exercise Price" (as such term is hereinafter defined).

(b) For purposes of this Section 2.5, the term "Aggregate Exercise Price" shall mean Twenty-Five Cents ($.25) multiplied by the number of Options being exercised by the Executive.

(c) The Aggregate Exercise Price shall be paid by the Executive to the Company by the delivery of (i) cash, (ii) certified or cashiers' check, (iii) shares of Common Stock already owned by the Executive, (iv) the withholding of shares of Common Stock issuable upon such exercise of the Options, (v) irrevocable instructions to a broker to deliver promptly to the Company the amount of sale or loan proceeds required to pay the purchase price, or (vi) any combination of the foregoing methods of payment. Shares of Common Stock delivered in payment of all or any part of the amounts payable in connection with the exercise of Options, and shares of Common Stock withheld for such payment, shall be valued for such purpose at their "Fair Market Value" (as such term is hereinafter defined) as of the date of exercise of the Options.

(d) "Fair Market Value" of a share of Common Stock on any day means the last sale price (or, if no last sale price is reported, the average of the high bid and low asked prices) for a share of Common Stock on such day (or, if such day is not a trading day, on the next preceding trading day) as reported on NASDAQ or, if not reported on NASDAQ, as quoted by the National Quotation Bureau Incorporated, or if the Common Stock is listed on an exchange, on the principal exchange on which the Common Stock is listed. If for any day the Fair Market Value of a share of Common Stock is not determinable by any of the foregoing means, then the Fair Market Value for such day shall be determined in good faith by the Company on the basis of such quotations and other considerations as the Company deems appropriate.

2.6 LIMITATIONS ON EXERCISE AND ASSIGNMENT. During the Executive's lifetime, the Options granted pursuant to this Agreement shall be exercisable only by the Executive, and the Options shall not be transferable except, in case of the death of the Executive, by will or by the laws of descent and distribution. The Options granted pursuant to this Agreement shall not be subject to attachment, execution or other similar legal process. In the event of
(a) any attempt by the Executive to alienate, assign, pledge, hypothecate or otherwise dispose of the Options, except as provided herein, or (b) the levy of any attachment, execution or similar legal process upon the rights or interest granted to the Executive pursuant to this Agreement, the Company, at its option, may terminate the Options by the delivery of written notice to the Executive and the Options shall thereupon become null and void.

2.7 NO RIGHTS OF SHAREHOLDER. Neither the Executive nor any other person shall be, or shall have any of the rights and privileges of, a shareholder of the Company with respect to any shares of Common Stock purchasable or issuable upon the exercise of the Options, in whole or in part, prior to the date of exercise of the Options and payment in full of the Aggregate Exercise Price therefor.

2.8 STOCK ADJUSTMENT. If there is any change in the number of issued and outstanding shares of Common Stock by reason of any stock split, stock dividend, recapitalization or other similar transaction, then the number of shares of Common Stock subject to the Options and the Exercise Price shall be proportionately adjusted.

2.9 STOCK RESERVED. The Company shall at all times during the term of this Agreement reserve and keep available such number of shares of its authorized but unissued Common Stock, or its Common Stock held as treasury stock, as shall be sufficient to satisfy the terms of this Agreement.

2.10 CORPORATE REORGANIZATION. If there shall be any capital reorganization or consolidation or merger of the Company with another corporation or corporations or entity or entities, or any sale of all or substantially all of the Company's properties and assets to any other corporation or corporations or entity or entities, then, in any such event, the Company shall take such action as may be necessary to enable the Executive to receive upon any subsequent exercise of the Options, in whole or in part, including any shares under the Options for which the right to exercise has not accrued pursuant to the provisions of Section 2.4 above, in lieu of shares of Common Stock, securities or other assets as were issuable or payable upon such reorganization, consolidation, merger or sale in respect of, or in exchange for, such shares of Common Stock.

ARTICLE III

3.1 DEATH; DISABILITY. If the Executive's employment by the Company shall be terminated by reason of the Executive's death or Disability, then all of the Options granted to the Executive pursuant to this Agreement which have not previously vested shall vest on the date of death or Disability, as the case may be, and may be exercised by the Executive or his estate, personal representative, executor, administrator or any person who acquired such Options by will or by the laws of descent and distribution, as the case may be, at any time prior to the earlier of (a) the expiration date of such Options set forth in this Agreement or (b) one year after the date of termination of employment.

3.2 CAUSE. If the Executive's employment by the Company shall be terminated for Cause, then:

(a) all of the Options granted to the Executive pursuant to this Agreement which shall not have vested shall terminate on the date of termination of employment; and

(b) all of the Options granted to the Executive pursuant to this Agreement which shall have vested but which shall not have been previously exercised by the Executive shall terminate on the date of termination of employment.

3.3 OTHER TERMINATION. If the Executive's employment by the Company shall be terminated for any reason other than one set forth in Section 3.1 or
Section 3.2 above, then:

(a) all of the Options granted to the Executive pursuant to this Agreement which shall not have previously vested shall terminate on the date of termination of employment; and

(b) all of the Options granted to the Executive pursuant to this Agreement which shall have previously vested but which shall not have been previously exercised by the Executive may be exercised by the Executive at any time prior to the earlier of (i) the expiration date of such Options set forth in this Agreement or (ii) three months from and after the date of termination of employment.

ARTICLE IV

As soon as practicable following any exercise by the Executive of the Options, the Company shall deliver or cause to be delivered to the Executive a certificate or certificates representing the shares of Common Stock acquired pursuant to any such exercise; provided, however, that the Company may postpone the time of delivery of any certificate for such period of time as the Company shall deem necessary or desirable in order to enable it to comply with (i) the listing requirements of any securities exchange or the National Association of Securities Dealers, Inc. Automated Quotation system, (ii) the requirements of the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (collectively, the "Federal Securities Laws"), or (iii) the requirements of any applicable state securities or blue sky laws and the rules and regulations promulgated thereunder (collectively, the "State Securities Laws").

ARTICLE V

The Executive represents and warrants to the Company, and covenants and agrees with the Company, as follows:

(a) The shares of Common Stock to be issued to the Executive upon any exercise of the Options are being acquired by the Executive for his own account, and not for the account or beneficial interest of any other person or entity. The shares of Common Stock to be issued to the Executive upon any exercise of the Options are not being acquired by the Executive with a view to, or for resale in connection with, any "distribution" within the meaning of the Federal Securities Laws or any applicable State Securities Laws.

(b) The shares of Common Stock to be issued to the Executive upon any exercise of the Options have not been, and will not be, registered under the Federal Securities Laws or any State Securities Laws and, as such, must be held by the Executive unless and until they are subsequently so registered under the Federal Securities Laws and any applicable State Securities Laws or an exemption from registration thereunder is available. The shares of Common Stock to be issued to the Executive upon any exercise of the Options constitute "restricted securities," as that term is defined in Rule 144 promulgated by the Securities and Exchange Commission under the Securities Act.

(c) The Executive shall not sell, assign, transfer, convey, pledge, hypothecate, encumber or otherwise dispose of (collectively, a "Transfer") any or all of the shares of Common Stock to be issued to him upon any exercise of the Options, unless such Transfer is registered under the Federal Securities Laws and any applicable State Securities Laws or a specific exemption from registration thereunder is available. Any Transfer of any or all of the shares of Common Stock to be issued to the Executive upon any exercise of the Options which is made pursuant to an exemption claimed under the Federal Securities Laws and any applicable State Securities Laws will require a favorable opinion of the Executive's legal counsel, in form and in substance satisfactory to the Company and its legal counsel, to the effect that such Transfer does not and will not violate the provisions of the Federal Securities Laws or any applicable State Securities Laws.

(d) The Company is under no obligation whatsoever to file any registration statement under the Federal Securities Laws or any State Securities Laws to register any Transfer of any shares of Common Stock held by the Executive, or to take any other action necessary for the purpose of making an exemption from registration available to the Executive in connection with any such Transfer. Stop transfer instructions will be issued by the Company with respect to the shares of Common Stock to be issued to the Executive upon any exercise of the Options.

(e) There will be placed upon all of the certificates representing shares of Common Stock delivered by the Company to the Executive, and any and all certificates delivered in partial or total substitution therefor, a restrictive legend which will read substantially as follows:

THE SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD, ASSIGNED, TRANSFERRED, CONVEYED, PLEDGED, HYPOTHECATED, ENCUMBERED OR OTHERWISE DISPOSED OF UNLESS (A) THEY ARE COVERED BY A REGISTRATION STATEMENT OR POST-EFFECTIVE AMENDMENT THERETO, EFFECTIVE UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) SUCH SALE, ASSIGNMENT, TRANSFER, CONVEYANCE, PLEDGE, HYPOTHECATION, ENCUMBRANCE OR OTHER DISPOSITION IS EXEMPT FROM THE PROVISIONS OF SECTION 5 OF THAT ACT.

ARTICLE VI

Upon the occurrence of any Change in Control of the Company, other than an Approved Change in Control of the Company, notwithstanding anything to the contrary set forth herein, all of the Options granted hereunder shall immediately vest and become exercisable in full.

ARTICLE VII

7.1 GOVERNING LAW. This Agreement shall be governed by, and shall be construed and interpreted in accordance, with the laws of the State of Florida, without giving effect to the principles of the conflict of laws thereof.

7.2 NOTICES. Any and all notices and other communications required or permitted to be given pursuant to this Agreement shall be in writing and shall be deemed to have been duly given when delivered by hand, or when delivered by mail, by registered or certified mail, postage prepaid, return receipt requested, to the respective parties at the following respective addresses:

If to the Company:                  Cord Blood America, Inc.
                                    10940 Wilshire Blvd.
                                    Sixth Floor
                                    Beverly Hills, California  90024
                                    Attention:  Chief Executive Officer

If to the Executive:                Stephanie A. Schissler
                                    124 South Carson Road
                                    Beverly Hills, California  90211

or to such other address as either party may from time to time give written notice of to the other in accordance with the provisions of this Section 7.2.

7.3 ENTIRE AGREEMENT. This Agreement constitutes the entire agreement between the Company and the Executive with respect to the subject matter hereof and supersedes all prior agreements, understandings, negotiations and arrangements, both oral and written, between the Company and the Executive with respect to such subject matter.

7.4 AMENDMENTS. This Agreement may not be amended or modified in any manner, except by a written instrument executed by each of the Company and the Executive.

7.5 BENEFITS; BINDING EFFECT. This Agreement shall be for the benefit of, and shall be binding upon, each of the Company and the Executive and their respective heirs, personal representatives, executors, legal representatives, successors and assigns.

7.6 SEVERABILITY. The invalidity of any one or more of the words, phrases, sentences, clauses or sections contained in this Agreement shall not affect the enforceability of the remaining portions of this Agreement or any part hereof, all of which are inserted conditionally on their being valid in law. If any one or more of the words, phrases, sentences, clauses or sections contained in this Agreement shall be declared invalid by any court of competent jurisdiction, then, in any such event, this Agreement shall be construed as if such invalid word or words, phrase or phrases, sentence or sentences, clause or clauses, or section or sections had not been inserted.

7.7 NO WAIVERS. The waiver by either party of a breach or violation of any provision of this Agreement by any other party shall not operate nor be construed as a waiver of any subsequent breach or violation. The waiver by either party to exercise any right or remedy it or he may possess shall not operate nor be construed as a bar to the exercise of such right or remedy by such party upon the occurrence of any subsequent breach or violation.

7.8 HEADINGS. The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of any or all of the provisions hereof.

7.9 COUNTERPARTS. This Agreement may be executed in any number of counterparts and by the separate parties in separate counterparts, each of which shall be deemed to constitute an original and all of which shall be deemed to constitute the one and the same instrument.

IN WITNESS WHEREOF, each of the parties has executed and delivered this Agreement on the date first written above.

By       Matthew L. Schissler                             Stephanie A. Schissler
         --------------------                             ---------------------
         Matthew L. Schissler,                            Stephanie A. Schissler
         Chairman and Chief Executive Officer

EXHIBIT 10.7

STOCK OPTION AGREEMENT

THIS STOCK OPTION AGREEMENT is entered into as of April 29, 2004 by and between CORD BLOOD AMERICA, Inc., a Florida corporation (the "Company"), and JOSEPH R. VICENTE, an individual (the "Director").

RECITALS:

A. The Company desires to grant to the Director certain options to purchase shares of the Company's common stock, par value $.0001 per share (the "Common Stock").

B. Each of the Company and the Director desires to enter into this Stock Option Agreement (the "Agreement") for the purpose of evidencing the grant of such options and setting forth certain of the terms and conditions governing the exercise thereof.

NOW, THEREFORE, in consideration of the premises, and the respective covenants and agreements of the parties set forth herein, each of the Company and the Director agrees as follows:

ARTICLE I

The following terms shall have the following respective meanings when utilized in this Agreement:

"Approved Board" means a Board of Directors of the Company that, as of a given date, is comprised of individuals at least a majority of whom have continuously served as directors of the Company during the period of two years ending on such date, unless the election of each director who was not a director at the beginning of such two year period was approved in advance by the directors representing at least two-thirds of the directors then in office who were directors at the beginning of such two year period.

"Approved Change in Control of the Company" means any transaction or series of transactions which:

(a) results, or is reasonably anticipated to result, in a Change in Control of the Company;

(b) is approved by the requisite vote of an Approved Board pursuant to, and in accordance with, applicable law and the Articles of Incorporation and Bylaws of the Company; and

(c) if required by applicable law or the Articles of Incorporation or Bylaws of the Company, is approved by the requisite vote of the shareholders of the Company pursuant to, and in accordance with, applicable law and the Articles of Incorporation and Bylaws of the Company.

"Change in Control of the Company" means any change in control of the Company of a nature which would be required to be reported (a) in response to Item 6(e) of Schedule 14A of Regulation 14A, as in effect on the date of this Agreement, promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), (b) in response to Item 1 of the Current Report on Form 8-K, as in effect on the date of this Agreement, promulgated under the Exchange Act, or (c) in any filing by the Company with the United States Securities and Exchange Commission; provided, however, that, without limitation, a Change in Control of the Company shall be deemed to have occurred if:

(i) subsequent to the date of this Agreement, any "person" (as such term is defined in Sections 13(d)(3) and 14(d)(2) of the Exchange Act), other than the Company, any subsidiary of the Company or any compensation, retirement, pension or other employee benefit plan or trust of the Company or any subsidiary of the Company, becomes the "beneficial owner" (as such term is defined in Rule 13d-3 promulgated under the Exchange Act), directly or indirectly, of securities of the Company or any successor to the Company (whether by merger, consolidation or otherwise) representing twenty percent (20%) or more of the combined voting power of the Company's then outstanding securities;

(ii) during any period of two consecutive years, the individuals who at the beginning of such period constitute the Board of Directors of the Company cease for any reason to constitute at least a majority of such Board of Directors, unless the election of each director who was not a director at the beginning of such period has been approved in advance by the directors representing at least two-thirds of the directors then in office who were directors at the beginning of such period;

(iii) the Company shall merge or consolidate with or into another corporation or other entity, or enter into a binding agreement to merge or consolidate with or into another corporation or other entity, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving corporation or entity) not less than eighty percent (80%) of the combined voting power of the voting securities of the Company or such surviving corporation or entity outstanding immediately after such merger or consolidation;

(iv) the Company shall sell, lease, exchange or otherwise dispose of all or substantially all of its assets, or enter into a binding agreement for the sale, lease, exchange or other disposition of all or substantially all of its assets, in one transaction or in a series of related transactions; or

(v) the Company shall liquidate or dissolve, or any plan or proposal shall be adopted for the liquidation or dissolution of the Company.

"Person" means any individual, person, firm, corporation, partnership, association or other entity.

ARTICLE II

2.1 GRANT OF OPTIONS. Subject to the terms and conditions set forth in this Agreement, the Company grants to the Director options to purchase an aggregate of Fifty Thousand (50,000) shares of Common Stock (the "Options").

2.2 DATE OF GRANT; EXERCISE PRICE. The date of grant of the Options is April 29, 2004 (the "Grant Date"). The exercise price of the Options is Twenty-Five Cents ($0.25) per share of Common Stock.

2.3 MAXIMUM TERM OF OPTIONS. In no event may the Options be exercised, in whole or in part, after April 28, 2014.

2.4 VESTING OF OPTIONS. Subject to the provisions of Article III below, all of the Options shall vest and be exercisable on and after April 29, 2005.

2.5 EXERCISE AND PAYMENT.

(a) Subject to the provisions of Section 2.4 above, the Options may be exercised, in whole or in part, by delivery of written notice to the Company indicating the number of Options which are being exercised by the Director, accompanied by payment of the full amount of the "Aggregate Exercise Price" (as such term is hereinafter defined).

(b) For purposes of this Section 2.5, the term "Aggregate Exercise Price" shall mean Twenty-Five Cents ($.25) multiplied by the number of Options being exercised by the Director.

(c) The Aggregate Exercise Price shall be paid by the Director to the Company by the delivery of (i) cash, (ii) certified or cashiers' check, (iii) shares of Common Stock already owned by the Director, (iv) the withholding of shares of Common Stock issuable

upon such exercise of the Options, (v) irrevocable instructions to a broker to deliver promptly to the Company the amount of sale or loan proceeds required to pay the purchase price, or (vi) any combination of the foregoing methods of payment. Shares of Common Stock delivered in payment of all or any part of the amounts payable in connection with the exercise of Options, and shares of Common Stock withheld for such payment, shall be valued for such purpose at their "Fair Market Value" (as such term is hereinafter defined) as of the date of exercise of the Options.

(d) "Fair Market Value" of a share of Common Stock on any day means the last sale price (or, if no last sale price is reported, the average of the high bid and low asked prices) for a share of Common Stock on such day (or, if such day is not a trading day, on the next preceding trading day) as reported on NASDAQ or, if not reported on NASDAQ, as quoted by the National Quotation Bureau Incorporated, or if the Common Stock is listed on an exchange, on the principal exchange on which the Common Stock is listed. If for any day the Fair Market Value of a share of Common Stock is not determinable by any of the foregoing means, then the Fair Market Value for such day shall be determined in good faith by the Company on the basis of such quotations and other considerations as the Company deems appropriate.

2.6 LIMITATIONS ON EXERCISE AND ASSIGNMENT. During the Director's lifetime, the Options granted pursuant to this Agreement shall be exercisable only by the Director, and the Options shall not be transferable except, in case of the death of the Director, by will or by the laws of descent and distribution. The Options granted pursuant to this Agreement shall not be subject to attachment, execution or other similar legal process. In the event of
(a) any attempt by the Director to alienate, assign, pledge, hypothecate or otherwise dispose of the Options, except as provided herein, or (b) the levy of any attachment, execution or similar legal process upon the rights or interest granted to the Director pursuant to this Agreement, the Company, at its option, may terminate the Options by the delivery of written notice to the Director and the Options shall thereupon become null and void.

2.7 NO RIGHTS OF SHAREHOLDER. Neither the Director nor any other person shall be, or shall have any of the rights and privileges of, a shareholder of the Company with respect to any shares of Common Stock purchasable or issuable upon the exercise of the Options, in whole or in part, prior to the date of exercise of the Options and payment in full of the Aggregate Exercise Price therefor.

2.8 STOCK ADJUSTMENT. If there is any change in the number of issued and outstanding shares of Common Stock by reason of any stock split, stock dividend, recapitalization or other similar transaction, then the number of shares of Common Stock subject to the Options and the Exercise Price shall be proportionately adjusted.

2.9 STOCK RESERVED. The Company shall at all times during the term of this Agreement reserve and keep available such number of shares of its authorized but unissued Common Stock, or its Common Stock held as treasury stock, as shall be sufficient to satisfy the terms of this Agreement.

2.10 CORPORATE REORGANIZATION. If there shall be any capital reorganization or consolidation or merger of the Company with another corporation or corporations or entity or entities, or any sale of all or substantially all of the Company's properties and assets to any other corporation or corporations or entity or entities, then, in any such event, the Company shall take such action as may be necessary to enable the Director to receive upon any subsequent exercise of the Options, in whole or in part, including any shares under the Options for which the right to exercise has not accrued pursuant to the provisions of Section 2.4 above, in lieu of shares of Common Stock, securities or other assets as were issuable or payable upon such reorganization, consolidation, merger or sale in respect of, or in exchange for, such shares of Common Stock.

ARTICLE III

As soon as practicable following any exercise by the Director of the Options, the Company shall deliver or cause to be delivered to the Director a certificate or certificates representing the shares of Common Stock acquired pursuant to any such exercise; provided, however, that the Company may postpone the time of delivery of any certificate for such period of time as the Company shall deem necessary or desirable in order to enable it to comply with (i) the listing requirements of any securities exchange or the National Association of Securities Dealers, Inc. Automated Quotation system, (ii) the requirements of the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (collectively, the "Federal Securities Laws"), or (iii) the requirements of any applicable state securities or blue sky laws and the rules and regulations promulgated thereunder (collectively, the "State Securities Laws").

ARTICLE IV

The Director represents and warrants to the Company, and covenants and agrees with the Company, as follows:

(a) The shares of Common Stock to be issued to the Director upon any exercise of the Options are being acquired by the Director for his own account, and not for the account or beneficial interest of any other person or entity. The shares of Common Stock to be issued to the Director upon any exercise of the Options are not being acquired by the Director with a view to, or

for resale in connection with, any "distribution" within the meaning of the Federal Securities Laws or any applicable State Securities Laws.

(b) The shares of Common Stock to be issued to the Director upon any exercise of the Options have not been, and will not be, registered under the Federal Securities Laws or any State Securities Laws and, as such, must be held by the Director unless and until they are subsequently so registered under the Federal Securities Laws and any applicable State Securities Laws or an exemption from registration thereunder is available. The shares of Common Stock to be issued to the Director upon any exercise of the Options constitute "restricted securities," as that term is defined in Rule 144 promulgated by the Securities and Exchange Commission under the Securities Act.

(c) The Director shall not sell, assign, transfer, convey, pledge, hypothecate, encumber or otherwise dispose of (collectively, a "Transfer") any or all of the shares of Common Stock to be issued to him upon any exercise of the Options, unless such Transfer is registered under the Federal Securities Laws and any applicable State Securities Laws or a specific exemption from registration thereunder is available. Any Transfer of any or all of the shares of Common Stock to be issued to the Director upon any exercise of the Options which is made pursuant to an exemption claimed under the Federal Securities Laws and any applicable State Securities Laws will require a favorable opinion of the Director's legal counsel, in form and in substance satisfactory to the Company and its legal counsel, to the effect that such Transfer does not and will not violate the provisions of the Federal Securities Laws or any applicable State Securities Laws.

(d) The Company is under no obligation whatsoever to file any registration statement under the Federal Securities Laws or any State Securities Laws to register any Transfer of any shares of Common Stock held by the Director, or to take any other action necessary for the purpose of making an exemption from registration available to the Director in connection with any such Transfer. Stop transfer instructions will be issued by the Company with respect to the shares of Common Stock to be issued to the Director upon any exercise of the Options.

(e) There will be placed upon all of the certificates representing shares of Common Stock delivered by the Company to the Director, and any and all certificates delivered in partial or total substitution therefor, a restrictive legend which will read substantially as follows:

THE SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD, ASSIGNED, TRANSFERRED, CONVEYED, PLEDGED, HYPOTHECATED, ENCUMBERED OR OTHERWISE DISPOSED OF UNLESS (A) THEY ARE COVERED BY A REGISTRATION STATEMENT OR POST-EFFECTIVE AMENDMENT THERETO, EFFECTIVE UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) SUCH SALE, ASSIGNMENT, TRANSFER, CONVEYANCE, PLEDGE, HYPOTHECATION, ENCUMBRANCE OR OTHER DISPOSITION IS EXEMPT FROM THE PROVISIONS OF SECTION 5 OF THAT ACT.

ARTICLE V

Upon the occurrence of any Change in Control of the Company, other than an Approved Change in Control of the Company, notwithstanding anything to the contrary set forth herein, all of the Options granted hereunder shall immediately vest and become exercisable in full.

ARTICLE VI

6.1 GOVERNING LAW. This Agreement shall be governed by, and shall be construed and interpreted in accordance, with the laws of the State of Florida, without giving effect to the principles of the conflict of laws thereof.

6.2 NOTICES. Any and all notices and other communications required or permitted to be given pursuant to this Agreement shall be in writing and shall be deemed to have been duly given when delivered by hand, or when delivered by mail, by registered or certified mail, postage prepaid, return receipt requested, to the respective parties at the following respective addresses:

If to the Company:                  Cord Blood America, Inc.
                                    10940 Wilshire Blvd.
                                    Sixth Floor
                                    Beverly Hills, California  90024
                                    Attention:  Chief Executive Officer

If to the Director:                 Joseph R. Vicente
                                    4613 Old Saybrook Avenue
                                    Tampa, Florida  33624

or to such other address as either party may from time to time give written notice of to the other in accordance with the provisions of this Section 6.2.

6.3 ENTIRE AGREEMENT. This Agreement constitutes the entire agreement between the Company and the Director with respect to the subject matter hereof and supersedes all prior agreements, understandings, negotiations and arrangements, both oral and written, between the Company and the Director with respect to such subject matter.

6.4 AMENDMENTS. This Agreement may not be amended or modified in any manner, except by a written instrument executed by each of the Company and the Director.

6.5 BENEFITS; BINDING EFFECT. This Agreement shall be for the benefit of, and shall be binding upon, each of the Company and the Director and their respective heirs, personal representatives, executors, legal representatives, successors and assigns.

6.6 SEVERABILITY. The invalidity of any one or more of the words, phrases, sentences, clauses or sections contained in this Agreement shall not affect the enforceability of the remaining portions of this Agreement or any part hereof, all of which are inserted conditionally on their being valid in law. If any one or more of the words, phrases, sentences, clauses or sections contained in this Agreement shall be declared invalid by any court of competent jurisdiction, then, in any such event, this Agreement shall be construed as if such invalid word or words, phrase or phrases, sentence or sentences, clause or clauses, or section or sections had not been inserted.

6.7 NO WAIVERS. The waiver by either party of a breach or violation of any provision of this Agreement by any other party shall not operate nor be construed as a waiver of any subsequent breach or violation. The waiver by either party to exercise any right or remedy it or he may possess shall not operate nor be construed as a bar to the exercise of such right or remedy by such party upon the occurrence of any subsequent breach or violation.

6.8 HEADINGS. The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of any or all of the provisions hereof.

6.9 COUNTERPARTS. This Agreement may be executed in any number of counterparts and by the separate parties in separate counterparts, each of which shall be deemed to constitute an original and all of which shall be deemed to constitute the one and the same instrument.

IN WITNESS WHEREOF, each of the parties has executed and delivered this Agreement on the date first written above.

By       Matthew L. Schissler                               Joseph R. Vicente
         --------------------                               -----------------
         Matthew L. Schissler,                              Joseph R. Vicente
         Chairman and Chief Director Officer

EXHIBIT 10.8

STOCK OPTION AGREEMENT

THIS STOCK OPTION AGREEMENT is entered into as of April 29, 2004 by and between CORD BLOOD AMERICA, Inc., a Florida corporation (the "Company"), and STEPHEN WEIR, an individual (the "Director").

RECITALS:

A. The Company desires to grant to the Director certain options to purchase shares of the Company's common stock, par value $.0001 per share (the "Common Stock").

B. Each of the Company and the Director desires to enter into this Stock Option Agreement (the "Agreement") for the purpose of evidencing the grant of such options and setting forth certain of the terms and conditions governing the exercise thereof.

NOW, THEREFORE, in consideration of the premises, and the respective covenants and agreements of the parties set forth herein, each of the Company and the Director agrees as follows:

ARTICLE I

The following terms shall have the following respective meanings when utilized in this Agreement:

"Approved Board" means a Board of Directors of the Company that, as of a given date, is comprised of individuals at least a majority of whom have continuously served as directors of the Company during the period of two years ending on such date, unless the election of each director who was not a director at the beginning of such two year period was approved in advance by the directors representing at least two-thirds of the directors then in office who were directors at the beginning of such two year period.

"Approved Change in Control of the Company" means any transaction or series of transactions which:

(a) results, or is reasonably anticipated to result, in a Change in Control of the Company;

(b) is approved by the requisite vote of an Approved Board pursuant to, and in accordance with, applicable law and the Articles of Incorporation and Bylaws of the Company; and

(c) if required by applicable law or the Articles of Incorporation or Bylaws of the Company, is approved by the requisite vote of the shareholders of the Company pursuant to, and in accordance with, applicable law and the Articles of Incorporation and Bylaws of the Company.

"Change in Control of the Company" means any change in control of the Company of a nature which would be required to be reported (a) in response to Item 6(e) of Schedule 14A of Regulation 14A, as in effect on the date of this Agreement, promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), (b) in response to Item 1 of the Current Report on Form 8-K, as in effect on the date of this Agreement, promulgated under the Exchange Act, or (c) in any filing by the Company with the United States Securities and Exchange Commission; provided, however, that, without limitation, a Change in Control of the Company shall be deemed to have occurred if:

(i) subsequent to the date of this Agreement, any "person" (as such term is defined in Sections 13(d)(3) and 14(d)(2) of the Exchange Act), other than the Company, any subsidiary of the Company or any compensation, retirement, pension or other employee benefit plan or trust of the Company or any subsidiary of the Company, becomes the "beneficial owner" (as such term is defined in Rule 13d-3 promulgated under the Exchange Act), directly or indirectly, of securities of the Company or any successor to the Company (whether by merger, consolidation or otherwise) representing twenty percent (20%) or more of the combined voting power of the Company's then outstanding securities;

(ii) during any period of two consecutive years, the individuals who at the beginning of such period constitute the Board of Directors of the Company cease for any reason to constitute at least a majority of such Board of Directors, unless the election of each director who was not a director at the beginning of such period has been approved in advance by the directors representing at least two-thirds of the directors then in office who were directors at the beginning of such period;

(iii) the Company shall merge or consolidate with or into another corporation or other entity, or enter into a binding agreement to merge or consolidate with or into another corporation or other entity, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving corporation or entity) not less than eighty percent (80%) of the combined voting power of the voting securities of the Company or such surviving corporation or entity outstanding immediately after such merger or consolidation;

(iv) the Company shall sell, lease, exchange or otherwise dispose of all or substantially all of its assets, or enter into a binding agreement for the sale, lease, exchange or other disposition of all or substantially all of its assets, in one transaction or in a series of related transactions; or

(v) the Company shall liquidate or dissolve, or any plan or proposal shall be adopted for the liquidation or dissolution of the Company.

"Person" means any individual, person, firm, corporation, partnership, association or other entity.

ARTICLE II

STOCK OPTIONS

2.1 GRANT OF OPTIONS. Subject to the terms and conditions set forth in this Agreement, the Company grants to the Director options to purchase an aggregate of Fifty Thousand (50,000) shares of Common Stock (the "Options").

2.2 DATE OF GRANT; EXERCISE PRICE. The date of grant of the Options is April 29, 2004 (the "Grant Date"). The exercise price of the Options is Twenty-Five Cents ($0.25) per share of Common Stock.

2.3 MAXIMUM TERM OF OPTIONS. In no event may the Options be exercised, in whole or in part, after April 28, 2014.

2.4 VESTING OF OPTIONS. Subject to the provisions of Article III below, all of the Options shall vest and be exercisable on and after April 29, 2005.

2.5 EXERCISE AND PAYMENT.

(a) Subject to the provisions of Section 2.4 above, the Options may be exercised, in whole or in part, by delivery of written notice to the Company indicating the number of Options which are being exercised by the Director, accompanied by payment of the full amount of the "Aggregate Exercise Price" (as such term is hereinafter defined).

(b) For purposes of this Section 2.5, the term "Aggregate Exercise Price" shall mean Twenty-Five Cents ($.25) multiplied by the number of Options being exercised by the Director.

(c) The Aggregate Exercise Price shall be paid by the Director to the Company by the delivery of (i) cash, (ii) certified or cashiers' check, (iii) shares of Common Stock already owned by the Director, (iv) the withholding of shares of Common Stock issuable

upon such exercise of the Options, (v) irrevocable instructions to a broker to deliver promptly to the Company the amount of sale or loan proceeds required to pay the purchase price, or (vi) any combination of the foregoing methods of payment. Shares of Common Stock delivered in payment of all or any part of the amounts payable in connection with the exercise of Options, and shares of Common Stock withheld for such payment, shall be valued for such purpose at their "Fair Market Value" (as such term is hereinafter defined) as of the date of exercise of the Options.

(d) "Fair Market Value" of a share of Common Stock on any day means the last sale price (or, if no last sale price is reported, the average of the high bid and low asked prices) for a share of Common Stock on such day (or, if such day is not a trading day, on the next preceding trading day) as reported on NASDAQ or, if not reported on NASDAQ, as quoted by the National Quotation Bureau Incorporated, or if the Common Stock is listed on an exchange, on the principal exchange on which the Common Stock is listed. If for any day the Fair Market Value of a share of Common Stock is not determinable by any of the foregoing means, then the Fair Market Value for such day shall be determined in good faith by the Company on the basis of such quotations and other considerations as the Company deems appropriate.

2.6 LIMITATIONS ON EXERCISE AND ASSIGNMENT. During the Director's lifetime, the Options granted pursuant to this Agreement shall be exercisable only by the Director, and the Options shall not be transferable except, in case of the death of the Director, by will or by the laws of descent and distribution. The Options granted pursuant to this Agreement shall not be subject to attachment, execution or other similar legal process. In the event of
(a) any attempt by the Director to alienate, assign, pledge, hypothecate or otherwise dispose of the Options, except as provided herein, or (b) the levy of any attachment, execution or similar legal process upon the rights or interest granted to the Director pursuant to this Agreement, the Company, at its option, may terminate the Options by the delivery of written notice to the Director and the Options shall thereupon become null and void.

2.7 NO RIGHTS OF SHAREHOLDER. Neither the Director nor any other person shall be, or shall have any of the rights and privileges of, a shareholder of the Company with respect to any shares of Common Stock purchasable or issuable upon the exercise of the Options, in whole or in part, prior to the date of exercise of the Options and payment in full of the Aggregate Exercise Price therefor.

2.8 STOCK ADJUSTMENT. If there is any change in the number of issued and outstanding shares of Common Stock by reason of any stock split, stock dividend, recapitalization or other similar transaction, then the number of shares of Common Stock subject to the Options and the Exercise Price shall be proportionately adjusted.

2.9 STOCK RESERVED. The Company shall at all times during the term of this Agreement reserve and keep available such number of shares of its authorized but unissued Common Stock, or its Common Stock held as treasury stock, as shall be sufficient to satisfy the terms of this Agreement.

2.10 CORPORATE REORGANIZATION. If there shall be any capital reorganization or consolidation or merger of the Company with another corporation or corporations or entity or entities, or any sale of all or substantially all of the Company's properties and assets to any other corporation or corporations or entity or entities, then, in any such event, the Company shall take such action as may be necessary to enable the Director to receive upon any subsequent exercise of the Options, in whole or in part, including any shares under the Options for which the right to exercise has not accrued pursuant to the provisions of Section 2.4 above, in lieu of shares of Common Stock, securities or other assets as were issuable or payable upon such reorganization, consolidation, merger or sale in respect of, or in exchange for, such shares of Common Stock.

ARTICLE III

As soon as practicable following any exercise by the Director of the Options, the Company shall deliver or cause to be delivered to the Director a certificate or certificates representing the shares of Common Stock acquired pursuant to any such exercise; provided, however, that the Company may postpone the time of delivery of any certificate for such period of time as the Company shall deem necessary or desirable in order to enable it to comply with (i) the listing requirements of any securities exchange or the National Association of Securities Dealers, Inc. Automated Quotation system, (ii) the requirements of the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (collectively, the "Federal Securities Laws"), or (iii) the requirements of any applicable state securities or blue sky laws and the rules and regulations promulgated thereunder (collectively, the "State Securities Laws").

ARTICLE IV

The Director represents and warrants to the Company, and covenants and agrees with the Company, as follows:

(a) The shares of Common Stock to be issued to the Director upon any exercise of the Options are being acquired by the Director for his own account, and not for the account or beneficial interest of any other person or entity. The shares of Common Stock to be issued to the Director upon any exercise of the Options are not being acquired by the Director with a view to, or for resale in connection with, any "distribution" within the meaning of the Federal Securities Laws or any applicable State Securities Laws.

(b) The shares of Common Stock to be issued to the Director upon any exercise of the Options have not been, and will not be, registered under the Federal Securities Laws or any State Securities Laws and, as such, must be held by the Director unless and until they are subsequently so registered under the Federal Securities Laws and any applicable State Securities Laws or an exemption from registration thereunder is available. The shares of Common Stock to be issued to the Director upon any exercise of the Options constitute "restricted securities," as that term is defined in Rule 144 promulgated by the Securities and Exchange Commission under the Securities Act.

(c) The Director shall not sell, assign, transfer, convey, pledge, hypothecate, encumber or otherwise dispose of (collectively, a "Transfer") any or all of the shares of Common Stock to be issued to him upon any exercise of the Options, unless such Transfer is registered under the Federal Securities Laws and any applicable State Securities Laws or a specific exemption from registration thereunder is available. Any Transfer of any or all of the shares of Common Stock to be issued to the Director upon any exercise of the Options which is made pursuant to an exemption claimed under the Federal Securities Laws and any applicable State Securities Laws will require a favorable opinion of the Director's legal counsel, in form and in substance satisfactory to the Company and its legal counsel, to the effect that such Transfer does not and will not violate the provisions of the Federal Securities Laws or any applicable State Securities Laws.

(d) The Company is under no obligation whatsoever to file any registration statement under the Federal Securities Laws or any State Securities Laws to register any Transfer of any shares of Common Stock held by the Director, or to take any other action necessary for the purpose of making an exemption from registration available to the Director in connection with any such Transfer. Stop transfer instructions will be issued by the Company with respect to the shares of Common Stock to be issued to the Director upon any exercise of the Options.

(e) There will be placed upon all of the certificates representing shares of Common Stock delivered by the Company to the Director, and any and all certificates delivered in partial or total substitution therefor, a restrictive legend which will read substantially as follows:

THE SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD, ASSIGNED, TRANSFERRED, CONVEYED, PLEDGED, HYPOTHECATED, ENCUMBERED OR OTHERWISE DISPOSED OF UNLESS (A) THEY ARE COVERED BY A REGISTRATION STATEMENT OR POST-EFFECTIVE AMENDMENT THERETO, EFFECTIVE UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) SUCH SALE, ASSIGNMENT, TRANSFER, CONVEYANCE, PLEDGE, HYPOTHECATION, ENCUMBRANCE OR OTHER DISPOSITION IS EXEMPT FROM THE PROVISIONS OF SECTION 5 OF THAT ACT.

ARTICLE V

Upon the occurrence of any Change in Control of the Company, other than an Approved Change in Control of the Company, notwithstanding anything to the contrary set forth herein, all of the Options granted hereunder shall immediately vest and become exercisable in full.

ARTICLE VI

6.1 GOVERNING LAW. This Agreement shall be governed by, and shall be construed and interpreted in accordance, with the laws of the State of Florida, without giving effect to the principles of the conflict of laws thereof.

6.2 NOTICES. Any and all notices and other communications required or permitted to be given pursuant to this Agreement shall be in writing and shall be deemed to have been duly given when delivered by hand, or when delivered by mail, by registered or certified mail, postage prepaid, return receipt requested, to the respective parties at the following respective addresses:

If to the Company:                  Cord Blood America, Inc.
                                    10940 Wilshire Blvd.
                                    Sixth Floor
                                    Beverly Hills, California  90024
                                    Attention:  Chief Executive Officer

If to the Director:                 Stephen Weir
                                    9314 Saint Leger Place
                                    Wesley Chapel, Florida  33544

or to such other address as either party may from time to time give written notice of to the other in accordance with the provisions of this Section 6.2.

6.3 ENTIRE AGREEMENT. This Agreement constitutes the entire agreement between the Company and the Director with respect to the subject matter hereof and supersedes all prior agreements, understandings, negotiations and arrangements, both oral and written, between the Company and the Director with respect to such subject matter.

6.4 AMENDMENTS. This Agreement may not be amended or modified in any manner, except by a written instrument executed by each of the Company and the Director.

6.5 BENEFITS; BINDING EFFECT. This Agreement shall be for the benefit of, and shall be binding upon, each of the Company and the Director and their respective heirs, personal representatives, executors, legal representatives, successors and assigns.

6.6 SEVERABILITY. The invalidity of any one or more of the words, phrases, sentences, clauses or sections contained in this Agreement shall not affect the enforceability of the remaining portions of this Agreement or any part hereof, all of which are inserted conditionally on their being valid in law. If any one or more of the words, phrases, sentences, clauses or sections contained in this Agreement shall be declared invalid by any court of competent jurisdiction, then, in any such event, this Agreement shall be construed as if such invalid word or words, phrase or phrases, sentence or sentences, clause or clauses, or section or sections had not been inserted.

6.7 NO WAIVERS. The waiver by either party of a breach or violation of any provision of this Agreement by any other party shall not operate nor be construed as a waiver of any subsequent breach or violation. The waiver by either party to exercise any right or remedy it or he may possess shall not operate nor be construed as a bar to the exercise of such right or remedy by such party upon the occurrence of any subsequent breach or violation.

6.8 HEADINGS. The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of any or all of the provisions hereof.

6.9 COUNTERPARTS. This Agreement may be executed in any number of counterparts and by the separate parties in separate counterparts, each of which shall be deemed to constitute an original and all of which shall be deemed to constitute the one and the same instrument.

IN WITNESS WHEREOF, each of the parties has executed and delivered this Agreement on the date first written above.

By       Matthew L. Schissler                                   Stephen Weir
         --------------------                                   ------------
         Matthew L. Schissler,                                  Stephen Weir
         Chairman and Chief Director Officer

EXHIBIT 10.9

STOCK OPTION AGREEMENT

THIS STOCK OPTION AGREEMENT is entered into as of April 29, 2004 by and between CORD BLOOD AMERICA, Inc., a Florida corporation (the "Company"), and Gecko Media, Inc., a Florida corporation ("Gecko").

RECITALS:

A. Cord Partners, Inc., a Florida corporation ("CPI"), and a wholly-owned subsidiary of the Company, and Gecko have previously entered into that certain Web Development and Maintenance Agreement dated as of March 19, 2004 (the "Web Development and Maintenance Agreement"). Pursuant to the Web Development and Maintenance Agreement, the Company is obligated to issue certain options to purchase shares of the Company's common stock, par value $.0001 per share (the "Common Stock"), to Gecko upon the acquisition of CPI by the Company.

B. The Company and CPI have completed the transactions contemplated by that certain Exchange Agreement dated as of March 31, 2004 by and among the Company and certain shareholders of CPI. In order to satisfy the obligations of CPI set forth in the Web Development and Maintenance Agreement, the Company is issuing certain options to purchase shares of Common Stock to Gecko on the terms set forth in this Stock Option Agreement (the "Agreement").

NOW, THEREFORE, in consideration of the premises, and the respective covenants and agreements of the parties set forth herein, each of the Company and Gecko agrees as follows:

ARTICLE I

The following terms shall have the following respective meanings when utilized in this Agreement:

"Approved Board" means a Board of Directors of the Company that, as of a given date, is comprised of individuals at least a majority of whom have continuously served as directors of the Company during the period of two years ending on such date, unless the election of each director who was not a director at the beginning of such two year period was approved in advance by the directors representing at least two-thirds of the Directors then in office who were directors at the beginning of such two year period.

"Approved Change in Control of the Company" means any transaction or series of transactions which:

(a) results, or is reasonably anticipated to result, in a Change in Control of the Company;

(b) is approved by the requisite vote of an Approved Board pursuant to, and in accordance with, applicable law and the Articles of Incorporation and Bylaws of the Company; and

(c) if required by applicable law or the Articles of Incorporation or Bylaws of the Company, is approved by the requisite vote of the shareholders of the Company pursuant to, and in accordance with, applicable law and the Articles of Incorporation and Bylaws of the Company.

"Change in Control of the Company" means any change in control of the Company of a nature which would be required to be reported (a) in response to Item 6(e) of Schedule 14A of Regulation 14A, as in effect on the date of this Agreement, promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), (b) in response to Item 1 of the Current Report on Form 8-K, as in effect on the date of this Agreement, promulgated under the Exchange Act, or (c) in any filing by the Company with the United States Securities and Exchange Commission; provided, however, that, without limitation, a Change in Control of the Company shall be deemed to have occurred if:

(i) subsequent to the date of this Agreement, any "person" (as such term is defined in Sections 13(d)(3) and 14(d)(2) of the Exchange Act), other than the Company, any subsidiary of the Company or any compensation, retirement, pension or other employee benefit plan or trust of the Company or any subsidiary of the Company, becomes the "beneficial owner" (as such term is defined in Rule 13d-3 promulgated under the Exchange Act), directly or indirectly, of securities of the Company or any successor to the Company (whether by merger, consolidation or otherwise) representing twenty percent (20%) or more of the combined voting power of the Company's then outstanding securities;

(ii) during any period of two consecutive years, the individuals who at the beginning of such period constitute the Board of Directors of the Company cease for any reason to constitute at least a majority of such Board of Directors, unless the election of each director who was not a director at the beginning of such period has been approved in advance by Geckos representing at least two-thirds of Geckos then in office who were directors at the beginning of such period;

(iii) the Company shall merge or consolidate with or into another corporation or other entity, or enter into a binding agreement to merge or consolidate with or into another corporation or other entity, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving corporation or entity) not less than

eighty percent (80%) of the combined voting power of the voting securities of the Company or such surviving corporation or entity outstanding immediately after such merger or consolidation;

(iv) the Company shall sell, lease, exchange or otherwise dispose of all or substantially all of its assets, or enter into a binding agreement for the sale, lease, exchange or other disposition of all or substantially all of its assets, in one transaction or in a series of related transactions; or

(v) the Company shall liquidate or dissolve, or any plan or proposal shall be adopted for the liquidation or dissolution of the Company.

"Person" means any individual, person, firm, corporation, partnership, association or other entity.

ARTICLE II

2.1 GRANT OF OPTIONS. Subject to the terms and conditions set forth in this Agreement, the Company grants to Gecko options to purchase an aggregate of One Hundred Fifty Thousand (150,000) shares of Common Stock (the "Options").

2.2 DATE OF GRANT; EXERCISE PRICE. The date of grant of the Options is April 29, 2004 (the "Grant Date"). The exercise price of the Options is Twenty-Five Cents ($0.25) per share of Common Stock.

2.3 MAXIMUM TERM OF OPTIONS. In no event may the Options be exercised, in whole or in part, after April 28, 2009.

2.4 VESTING OF OPTIONS. Subject to the provisions of Article III below, all of the Options shall vest and be exercisable on and after April 29, 2005.

2.5 EXERCISE AND PAYMENT.

(a) Subject to the provisions of Section 2.4 above, the Options may be exercised, in whole or in part, by delivery of written notice to the Company indicating the number of Options which are being exercised by Gecko, accompanied by payment of the full amount of the "Aggregate Exercise Price" (as such term is hereinafter defined).

(b) For purposes of this Section 2.5, the term "Aggregate Exercise Price" shall mean Twenty-Five Cents ($.25) multiplied by the number of Options being exercised by Gecko.

(c) The Aggregate Exercise Price shall be paid by Gecko to the Company by the delivery of (i) cash, (ii) certified or cashiers' check,
(iii) shares of Common Stock already owned by Gecko, (iv) the withholding of shares of Common Stock issuable upon such exercise of the Options, (v) irrevocable instructions to a broker to deliver promptly to the Company the amount of sale or loan proceeds required to pay the purchase price, or (vi) any combination of the foregoing methods of payment. Shares of Common Stock delivered in payment of all or any part of the amounts payable in connection with the exercise of Options, and shares of Common Stock withheld for such payment, shall be valued for such purpose at their "Fair Market Value" (as such term is hereinafter defined) as of the date of exercise of the Options.

(d) "Fair Market Value" of a share of Common Stock on any day means the last sale price (or, if no last sale price is reported, the average of the high bid and low asked prices) for a share of Common Stock on such day (or, if such day is not a trading day, on the next preceding trading day) as reported on NASDAQ or, if not reported on NASDAQ, as quoted by the National Quotation Bureau Incorporated, or if the Common Stock is listed on an exchange, on the principal exchange on which the Common Stock is listed. If for any day the Fair Market Value of a share of Common Stock is not determinable by any of the foregoing means, then the Fair Market Value for such day shall be determined in good faith by the Company on the basis of such quotations and other considerations as the Company deems appropriate.

2.6 LIMITATIONS ON EXERCISE AND ASSIGNMENT. The Options granted pursuant to this Agreement shall be exercisable only by Gecko, and the Options shall not be transferable by Gecko. The Options granted pursuant to this Agreement shall not be subject to attachment, execution or other similar legal process. In the event of (a) any attempt by Gecko to alienate, assign, pledge, hypothecate or otherwise dispose of the Options, or (b) the levy of any attachment, execution or similar legal process upon the rights or interest granted to Gecko pursuant to this Agreement, the Company, at its option, may terminate the Options by the delivery of written notice to Gecko and the Options shall thereupon become null and void.

2.7 NO RIGHTS OF SHAREHOLDER. Neither Gecko nor any other person shall be, or shall have any of the rights and privileges of, a shareholder of the Company with respect to any shares of Common Stock purchasable or issuable upon the exercise of the Options, in whole or in part, prior to the date of exercise of the Options and payment in full of the Aggregate Exercise Price therefor.

2.8 STOCK ADJUSTMENT. If there is any change in the number of issued and outstanding shares of Common Stock by reason of any stock split, stock dividend, recapitalization or other similar transaction, then the number of shares of Common Stock subject to the Options and the Exercise Price shall be proportionately adjusted.

2.9 STOCK RESERVED. The Company shall at all times during the term of this Agreement reserve and keep available such number of shares of its authorized but unissued Common Stock, or its Common Stock held as treasury stock, as shall be sufficient to satisfy the terms of this Agreement.

2.10 CORPORATE REORGANIZATION. If there shall be any capital reorganization or consolidation or merger of the Company with another corporation or corporations or entity or entities, or any sale of all or substantially all of the Company's properties and assets to any other corporation or corporations or entity or entities, then, in any such event, the Company shall take such action as may be necessary to enable Gecko to receive upon any subsequent exercise of the Options, in whole or in part, including any shares under the Options for which the right to exercise has not accrued pursuant to the provisions of Section 2.4 above, in lieu of shares of Common Stock, securities or other assets as were issuable or payable upon such reorganization, consolidation, merger or sale in respect of, or in exchange for, such shares of Common Stock.

ARTICLE III

As soon as practicable following any exercise by Gecko of the Options, the Company shall deliver or cause to be delivered to Gecko a certificate or certificates representing the shares of Common Stock acquired pursuant to any such exercise; provided, however, that the Company may postpone the time of delivery of any certificate for such period of time as the Company shall deem necessary or desirable in order to enable it to comply with (i) the listing requirements of any securities exchange or the National Association of Securities Dealers, Inc. Automated Quotation system, (ii) the requirements of the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (collectively, the "Federal Securities Laws"), or (iii) the requirements of any applicable state securities or blue sky laws and the rules and regulations promulgated thereunder (collectively, the "State Securities Laws").

ARTICLE IV

Gecko represents and warrants to the Company, and covenants and agrees with the Company, as follows:

(a) The shares of Common Stock to be issued to Gecko upon any exercise of the Options are being acquired by Gecko for its own account, and not for the account or beneficial interest of any other person or entity. The shares of Common Stock to be issued to Gecko upon any exercise of the Options are not being acquired by Gecko with a view to, or for resale in connection with, any "distribution" within the meaning of the Federal Securities Laws or any applicable State Securities Laws.

(b) The shares of Common Stock to be issued to Gecko upon any exercise of the Options have not been, and will not be, registered under the Federal Securities Laws or any State Securities Laws and, as such, must be held by Gecko unless and until they are subsequently so registered under the Federal Securities Laws and any applicable State Securities Laws or an exemption from registration thereunder is available. The shares of Common Stock to be issued to Gecko upon any exercise of the Options constitute "restricted securities," as that term is defined in Rule 144 promulgated by the Securities and Exchange Commission under the Securities Act.

(c) Gecko shall not sell, assign, transfer, convey, pledge, hypothecate, encumber or otherwise dispose of (collectively, a "Transfer") any or all of the shares of Common Stock to be issued to it upon any exercise of the Options, unless such Transfer is registered under the Federal Securities Laws and any applicable State Securities Laws or a specific exemption from registration thereunder is available. Any Transfer of any or all of the shares of Common Stock to be issued to Gecko upon any exercise of the Options which is made pursuant to an exemption claimed under the Federal Securities Laws and any applicable State Securities Laws will require a favorable opinion of Gecko's legal counsel, in form and in substance satisfactory to the Company and its legal counsel, to the effect that such Transfer does not and will not violate the provisions of the Federal Securities Laws or any applicable State Securities Laws.

(d) The Company is under no obligation whatsoever to file any registration statement under the Federal Securities Laws or any State Securities Laws to register any Transfer of any shares of Common Stock held by Gecko, or to take any other action necessary for the purpose of making an exemption from registration available to Gecko in connection with any such Transfer. Stop transfer instructions will be issued by the Company with respect to the shares of Common Stock to be issued to Gecko upon any exercise of the Options.

(e) There will be placed upon all of the certificates representing shares of Common Stock delivered by the Company to Gecko, and any and all certificates delivered in partial or total substitution therefor, a restrictive legend which will read substantially as follows:

THE SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD, ASSIGNED, TRANSFERRED, CONVEYED, PLEDGED, HYPOTHECATED, ENCUMBERED OR OTHERWISE DISPOSED OF UNLESS (A) THEY ARE COVERED BY A REGISTRATION STATEMENT OR POST-EFFECTIVE AMENDMENT THERETO, EFFECTIVE UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) SUCH SALE, ASSIGNMENT, TRANSFER, CONVEYANCE, PLEDGE, HYPOTHECATION, ENCUMBRANCE OR OTHER DISPOSITION IS EXEMPT FROM THE PROVISIONS OF SECTION 5 OF THAT ACT.

ARTICLE V

Upon the occurrence of any Change in Control of the Company, other than an Approved Change in Control of the Company, notwithstanding anything to the contrary set forth herein, all of the Options granted hereunder shall immediately vest and become exercisable in full.

ARTICLE VI

6.1 GOVERNING LAW. This Agreement shall be governed by, and shall be construed and interpreted in accordance, with the laws of the State of Florida, without giving effect to the principles of the conflict of laws thereof.

6.2 NOTICES. Any and all notices and other communications required or permitted to be given pursuant to this Agreement shall be in writing and shall be deemed to have been duly given when delivered by hand, or when delivered by mail, by registered or certified mail, postage prepaid, return receipt requested, to the respective parties at the following respective addresses:

If to the Company:                  Cord Blood America, Inc.
                                    10940 Wilshire Blvd.
                                    Sixth Floor
                                    Beverly Hills, California  90024
                                    Attention:  Chief Executive Officer

If to Gecko:                        Gecko Media, Inc.
                                    16017 North Florida Ave.
                                    Suite 113
                                    Lutz, Florida  33549

or to such other address as either party may from time to time give written notice of to the other in accordance with the provisions of this Section 6.2.

6.3 ENTIRE AGREEMENT. This Agreement constitutes the entire agreement between the Company and Gecko with respect to the subject matter hereof and supersedes all prior agreements, understandings, negotiations and arrangements, both oral and written, between the Company and Gecko with respect to such subject matter.

6.4 AMENDMENTS. This Agreement may not be amended or modified in any manner, except by a written instrument executed by each of the Company and Gecko.

6.5 BENEFITS; BINDING EFFECT. This Agreement shall be for the benefit of, and shall be binding upon, each of the Company and Gecko and their respective heirs, personal representatives, executors, legal representatives, successors and assigns.

6.6 SEVERABILITY. The invalidity of any one or more of the words, phrases, sentences, clauses or sections contained in this Agreement shall not affect the enforceability of the remaining portions of this Agreement or any part hereof, all of which are inserted conditionally on their being valid in law. If any one or more of the words, phrases, sentences, clauses or sections contained in this Agreement shall be declared invalid by any court of competent jurisdiction, then, in any such event, this Agreement shall be construed as if such invalid word or words, phrase or phrases, sentence or sentences, clause or clauses, or section or sections had not been inserted.

6.7 NO WAIVERS. The waiver by either party of a breach or violation of any provision of this Agreement by any other party shall not operate nor be construed as a waiver of any subsequent breach or violation. The waiver by either party to exercise any right or remedy it or he may possess shall not operate nor be construed as a bar to the exercise of such right or remedy by such party upon the occurrence of any subsequent breach or violation.

6.8 HEADINGS. The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of any or all of the provisions hereof.

6.9 COUNTERPARTS. This Agreement may be executed in any number of counterparts and by the separate parties in separate counterparts, each of which shall be deemed to constitute an original and all of which shall be deemed to constitute the one and the same instrument.

IN WITNESS WHEREOF, each of the parties has executed and delivered this Agreement on the date first written above.

By       Matthew L. Schissler                     By  Aaron Houk
         --------------------                         ----------
         Matthew L. Schissler,                        Aaron Houk,
         Chairman and Chief Director Officer          Chief Executive Officer