8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington D. C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): April 27, 2005

Cord Blood America, Inc.

(Exact name of registrant as specified in charter)

Florida	000-50746	65-1078768
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

9000 W. Sunset Boulevard, Suite 400, West Hollywood, CA 90069

(Address of principal executive offices)

(310) 432-4090

(Registrant’s Telephone Number, including Area Code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ITEM 2.04

Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement

On April 27, 2005 we entered into a loan from Cornell Capital Partners in the amount of $350,000 and issued a promissory note to them for the amount of the loan. The promissory note accrues interest at a rate of 12% per annum and is due and payable nine months from the date of issuance. On April 28, 2005 $175,000 of the $350,000 loan was funded. The remaining $175,000 shall be funded on the date Cord Blood America, Inc. notifies Cornell Capital Partners, in writing, that it has received a written comment letter from the SEC in connection with the Registration Statement or that the Registration Statement has been declared effective without comment. Pursuant to the terms of the note we have issued to Cornell Capital Partners a warrant to purchase 1,000,000 shares of common stock at an exercise price of $0.20 per share and we are registering all of the 1,000,000 shares of common stock in the registration state ment.

ITEM 7.01

Regulation FD Disclosure

On May 2, 2005, Cord Blood America, Inc. issued a press release announcing the acquisition of Family Marketing, Inc.. The release is attached hereto as Exhibit 99.6. The press release appearing in Exhibit 99.6 is not filed but is furnished pursuant to Regulation FD, as the acquisition is not considered material.

ITEM 9.01

Financial Statements and Exhibits

(c)

Exhibits

10.21

Promissory Note to Cornell Capital Partners for $350,000

10.22

Warrant for 1,000,000 shares of common stock to Cornell Capital Partners

10.23

Pledge and Escrow Agreement with Cornell Capital Partners

10.24

Exchange Agreement dated April 30, 2005

99.6

Press Release dated May 2, 2005

2

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

		CORD BLOOD AMERICA, INC.
Date: May 2, 2005	By:	/s/ SANDRA D. SMITH
		Sandra D. Smith,
		Chief Financial Officer

3

Exhibit Index

Exhibit Number	Exhibit
10.21	Promissory Note to Cornell Capital Partners for $350,000
10.22	Warrant for 1,000,000 shares of common stock to Cornell Capital Partners
10.23	Pledge and Escrow Agreement with Cornell Capital Partners
10.24	Exchange Agreement  dated April 30, 2005
99.6	Press Release dated May 2, 2005

EX-10.21

                                                                   EXHIBIT 10.21

                                 PROMISSORY NOTE

                                 APRIL 27, 2005

JERSEY CITY, NEW JERSEY                                              $350,000.00

FOR VALUE RECEIVED, the undersigned, CORD BLOOD AMERICA, INC., a Florida
corporation (the "Company"), promises to pay CORNELL CAPITAL PARTNERS, LP (the
"Lender") at 101 Hudson Street, Suite 3700, Jersey City, New Jersey 07302 or
other address as the Lender shall specify in writing, the principal sum of up to
THREE HUNDRED FIFTY THOUSAND DOLLARS ($350,000) and interest on the unpaid
principal sum advanced to the Company by the Lender at the annual rate of twelve
percent (12%) on the unpaid balance pursuant to the following terms:

         WHEREAS, pursuant to a Registration Rights Agreement dated March 22,
2005 between the Company and the Lender (the "Registration Rights Agreement"),
the Company shall file a registration statement with the U.S. Securities and
Exchange Commission ("SEC") to register for resale shares of the Company's
common Stock, par value $0.0001 ("Common Stock") to be issued to the Lender in
connection with the Standby Equity Distribution Agreement dated March 22, 2005
between the Company and the Lender (the "SEDA"); and

         WHEREAS, contemporaneously with the execution and delivery of this
Promissory Note (the "Note"), the Company and the Lender are entering into a
Pledge and Escrow Agreement among the Lender, the Company, Matthew L. Schissler
and Stephanie A. Schissler, and David Gonzalez, Esq. (the "Pledge Agreement")
(collectively, this Note and the Pledge Agreement are referred to as the
"Transaction Documents").

1. FUNDING BY LENDER. Subject to the notification and satisfaction of the
conditions to the Closings set forth herein, the principal amount of One Hundred
Seventy Five Thousand Dollars ($175,000) shall be funded on the date hereof (the
"Initial Closing"), and the principal amount of One Hundred Seventy Five
Thousand Dollars ($175,000) shall be funded on the date the Company notifies the
Lender, in writing, that it has received a written comment letter from the SEC
in connection with the Registration Statement or that the Registration Statement
has been declared effective without comment (the "Second Closing")
(collectively, referred to as the "Closings" and individually referred to as the
"Closing"). The Lender shall fund each Closing as soon as practicable, but shall
be entitled to a five (5) business day grace period to process the funding at
each Closing.

2. PRINCIPAL AND INTEREST. For value received, the Company hereby promises to
pay to the order of the Lender on the nine (9) month anniversary of the date
hereof (the "Maturity Date") in lawful money of the United States of America and
in immediately available funds the principal sum of up to Three Hundred Fifty
Thousand Dollars ($350,000) or such lesser amount requested and received by the
Company under this Note, together with interest on the unpaid principal of this
Note at the rate of twelve percent (12%) per year (computed on the basis of a
365-day year and the actual days elapsed) from the date of each Closing until
paid.



3. SCHEDULED PRINCIPAL AND INTEREST PAYMENTS OF THE NOTE. The Company shall make
monthly scheduled payments ("Scheduled Payments") of $58,333.33 of principal,
plus accrued and unpaid interest on the outstanding principal as of the date of
each Scheduled Payment. The first Scheduled Payment shall be due and payable on
the date three (3) months from the date hereof, and each succeeding Scheduled
Payment shall be due and payable on the same date on each succeeding calendar
month thereafter for a total of six (6) Scheduled Payments or until all amounts
due hereunder have been paid, if sooner.

4. RIGHT OF PREPAYMENT. Notwithstanding the Scheduled Payments pursuant to
Section 3, the Company at its option shall have the right to prepay, with three
(3) business days advance written notice, a portion or all outstanding principal
of the Note. The prepayment price shall be equal to the amount of principal
prepaid, plus interest accrued on the outstanding principal prepaid. There shall
be no prepayment fee or penalty.

5. FEES. The Company shall pay to Yorkville Advisors Management, LLC a
commitment fee of ten percent (10%) of the gross proceeds of each Closing as a
commitment fee which shall be paid and deducted from the gross proceeds of each
Closing, a fee of $10,000 as a structuring fee which shall be deducted from the
gross proceeds of the Initial Closing, and shall issue to the Lender a warrant
to purchase 1,000,000 shares of Common Stock ("Warrant Shares") at an exercise
price of $0.20 for a period of five (5) years. The warrant shall be exercisable
on a cash basis, except that if there is an event of default under the
Transaction Documents, the Lender shall have the option to exercise the warrant
on a cashless basis. The Company shall include the Warrant Shares on the
Registration Statement.

6. CONDITIONS TO THE LENDER'S OBLIGATIONS TO THE INITIAL CLOSING. The obligation
of the Lender hereunder to fund the Initial Closing is subject to the
satisfaction, at or before the Initial Closing, of each of the following
conditions, provided that these conditions are for the Lender's sole benefit and
may be waived by the Lender at any time in its sole discretion:

         a.       The Company shall have executed the Transaction Documents, and
                  delivered the same to the Lender.

         b.       The Company shall have provided to the Lender a certificate of
                  good standing from the Secretary of State of the Company's
                  State of incorporation.

         c.       The Company shall have obtained the approval of its board of
                  directors and a majority of its outstanding shares of capital
                  stock (voting as separate classes, if required by applicable
                  law) to approve and ratify this transaction.

         d.       Matthew L. Schissler and Stephanie A. Schissler shall have
                  delivered to the Escrow Agent the Pledged Shares as well as
                  executed and medallion guaranteed stock powers as required
                  pursuant to the Pledge Agreement.

7. CONDITIONS TO THE LENDER'S OBLIGATIONS TO THE SECOND CLOSING. The obligation
of the Lender hereunder to fund the Second Closing is subject to the
satisfaction, at or before the Second Closing, of each of the following
conditions, provided that these conditions are for the Lender's sole benefit and
may be waived by the Lender at any time in its sole discretion:

                                       2


         a.       The Company shall have provided the Lender written notice that
                  Company has received a written comment letter from the SEC in
                  connection with the Registration Statement or that the
                  Registration Statement has been declared effective without
                  comment.

         b.       All amounts past due and all amounts currently due to Tedder,
                  James, Worden & Associates, P.A. have been satisfied or held
                  in escrow out of the gross proceeds of the Second Closing.

         c.       No Events of Default shall have occurred under the Transaction
                  Documents.

8. WAIVER AND CONSENT. To the fullest extent permitted by law and except as
otherwise provided herein, the Company waives demand, presentment, protest,
notice of dishonor, suit against or joinder of any other person, and all other
requirements necessary to charge or hold the Company liable with respect to this
Note.

9. COSTS, INDEMNITIES AND EXPENSES. In the event of default as described herein,
the Company agrees to pay all reasonable fees and costs incurred by the Lender
in collecting or securing or attempting to collect or secure this Note,
including reasonable attorneys' fees and expenses, whether or not involving
litigation, collecting upon any judgments and/or appellate or bankruptcy
proceedings. The Company agrees to pay any documentary stamp taxes, intangible
taxes or other taxes which may now or hereafter apply to this Note or any
payment made in respect of this Note, and the Company agrees to indemnify and
hold the Lender harmless from and against any liability, costs, attorneys' fees,
penalties, interest or expenses relating to any such taxes, as and when the same
may be incurred.

10. SECURED NATURE OF THE NOTE. This Note is secured by the Pledged Shares as
defined in the Pledge Agreement.

11. EVENT OF DEFAULT. An "Event of Default" shall be deemed to have occurred
upon the occurrence of any of the following, provided that the Company does not
cure such Event of Default within ten (10) days of receipt of written notice of
the Event of Default from the Lender: (i) failure by the Company to pay amounts
due hereunder, including principal, interest, costs, indemnities, or expenses
within five (5) calendar days of a Scheduled Payment due date or the Maturity
Date; (ii) failure by the Company to satisfy any of its other obligations or
requirements or comply with any of its other agreements under this Note; (iii)
any proceedings under any bankruptcy laws of the United States of America or
under any insolvency, not disclosed to the Lender, reorganization, receivership,
readjustment of debt, dissolution, liquidation or any similar law or statute of
any jurisdiction now or hereinafter in effect (whether in law or at equity) is
filed by or against the Company or for all or any part of its property; or (iv)
a breach by the Company of its obligations under the Pledge Agreement or any
other related agreements hereunder between the Company and the Lender of even
date herewith which is not cured by the Company by any applicable cure period
therein. Upon an Event of Default (as defined above), the entire principal
balance and accrued interest outstanding under this Note, and all other
obligations of the Company under this Note, shall be immediately due and payable
without any action on the part of the Lender, interest shall accrue on the
unpaid principal balance at twenty four percent (24%) per year or the highest


                                       3


rate permitted by applicable law, if lower and the Lender shall be entitled to
seek and institute any and all remedies available to it.

12. MAXIMUM INTEREST RATE. In no event shall any agreed to or actual interest
charged, reserved or taken by the Lender as consideration for this Note exceed
the limits imposed by New Jersey law. In the event that the interest provisions
of this Note shall result at any time or for any reason in an effective rate of
interest that exceeds the maximum interest rate permitted by applicable law,
then without further agreement or notice the obligation to be fulfilled shall be
automatically reduced to such limit and all sums received by the Lender in
excess of those lawfully collectible as interest shall be applied against the
principal of this Note immediately upon the Lender's receipt thereof, with the
same force and effect as though the Company had specifically designated such
extra sums to be so applied to principal and the Lender had agreed to accept
such extra payment(s) as a premium-free prepayment or prepayments.

13. ISSUANCE OF CAPITAL STOCK. So long as any portion of this Note is
outstanding, with the exception of Common Stock issued pursuant to the SEDA, the
Company shall not, without the prior written consent of the Lender, (i) issue or
sell shares of Common Stock or preferred stock (ii) issue any warrant, option,
right, contract, call, or other security instrument granting the holder thereof,
the right to acquire Common Stock (iii) enter into any security instrument
granting the holder a security interest in any and all assets of the Company, or
(iv) file any registration statement on Form S-8.

14. CANCELLATION OF NOTE. Upon the repayment by the Company of all of its
obligations hereunder to the Lender, including, without limitation, the
principal amount of this Note, plus accrued but unpaid interest, the
indebtedness evidenced hereby shall be deemed canceled and paid in full. Except
as otherwise required by law or by the provisions of this Note, payments
received by the Lender hereunder shall be applied first against expenses and
indemnities, next against interest accrued on this Note, and next in reduction
of the outstanding principal balance of this Note.

15. SEVERABILITY. If any provision of this Note is, for any reason, invalid or
unenforceable, the remaining provisions of this Note will nevertheless be valid
and enforceable and will remain in full force and effect. Any provision of this
Note that is held invalid or unenforceable by a court of competent jurisdiction
will be deemed modified to the extent necessary to make it valid and enforceable
and as so modified will remain in full force and effect.

16. AMENDMENT AND WAIVER. This Note may be amended, or any provision of this
Note may be waived, provided that any such amendment or waiver will be binding
on a party hereto only if such amendment or waiver is set forth in a writing
executed by the parties hereto. The waiver by any such party hereto of a breach
of any provision of this Note shall not operate or be construed as a waiver of
any other breach.

17. SUCCESSORS. Except as otherwise provided herein, this Note shall bind and
inure to the benefit of and be enforceable by the parties hereto and their
permitted successors and assigns.

                                       4


18. ASSIGNMENT. This Note shall not be directly or indirectly assignable or
delegable by the Company. The Lender may assign this Note as long as such
assignment complies with the Securities Act of 1933, as amended.

19. NO STRICT CONSTRUCTION. The language used in this Note will be deemed to be
the language chosen by the parties hereto to express their mutual intent, and no
rule of strict construction will be applied against any party.

20. FURTHER ASSURANCES. Each party hereto will execute all documents and take
such other actions as the other party may reasonably request in order to
consummate the transactions provided for herein and to accomplish the purposes
of this Note.

21. NOTICES, CONSENTS, ETC. Any notices, consents, waivers or other
communications required or permitted to be given under the terms hereof must be
in writing and will be deemed to have been delivered: (i) upon receipt, when
delivered personally; (ii) upon receipt, when sent by facsimile (provided
confirmation of transmission is mechanically or electronically generated and
kept on file by the sending party); or (iii) one (1) trading day after deposit
with a nationally recognized overnight delivery service, in each case properly
addressed to the party to receive the same. The addresses and facsimile numbers
for such communications shall be:

If to Company:                Cord Blood America, Inc.
                              9000 W. Sunset Boulevard, Suite 4000
                              Los Angeles, CA 90069
                              Attention:        Matthew Schissler
                              Telephone:        (310) 432-4090
                              Facsimile:        (310) 432-4098

With a Copy to:               Kirkpatrick & Lockhart Nicholson Graham, LLP
                              201 South Biscayne Boulevard, Suite 2000
                              Miami, Florida 33131
                              Attention:        Clayton E. Parker, Esquire
                              Telephone:        (305) 539-3306
                              Facsimile:        (305) 358-7095

If to the Lender:             Cornell Capital Partners, LP
                              101 Hudson Street, Suite 3700
                              Jersey City, NJ 07302
                              Attention:        Mark A. Angelo
                              Telephone:        (201) 985-8300
                              Facsimile:        (201) 985-8744

or at such other address and/or facsimile number and/or to the attention of such
other person as the recipient party has specified by written notice given to
each other party three (3) trading days prior to the effectiveness of such


                                       5


change. Written confirmation of receipt (A) given by the recipient of such
notice, consent, waiver or other communication, (B) mechanically or
electronically generated by the sender's facsimile machine containing the time,
date, recipient facsimile number and an image of the first page of such
transmission or (C) provided by a nationally recognized overnight delivery
service, shall be rebuttable evidence of personal service, receipt by facsimile
or receipt from a nationally recognized overnight delivery service in accordance
with clause (i), (ii) or (iii) above, respectively.

22. REMEDIES, OTHER OBLIGATIONS, BREACHES AND INJUNCTIVE RELIEF. The Lender's
remedies provided in this Note shall be cumulative and in addition to all other
remedies available to the Lender under this Note, at law or in equity (including
a decree of specific performance and/or other injunctive relief), no remedy of
the Lender contained herein shall be deemed a waiver of compliance with the
provisions giving rise to such remedy and nothing herein shall limit the
Lender's right to pursue actual damages for any failure by the Company to comply
with the terms of this Note. No remedy conferred under this Note upon the Lender
is intended to be exclusive of any other remedy available to the Lender,
pursuant to the terms of this Note or otherwise. No single or partial exercise
by the Lender of any right, power or remedy hereunder shall preclude any other
or further exercise thereof. The failure of the Lender to exercise any right or
remedy under this Note or otherwise, or delay in exercising such right or
remedy, shall not operate as a waiver thereof. Every right and remedy of the
Lender under any document executed in connection with this transaction may be
exercised from time to time and as often as may be deemed expedient by the
Lender. The Company acknowledges that a breach by it of its obligations
hereunder will cause irreparable harm to the Lender and that the remedy at law
for any such breach may be inadequate. The Company therefore agrees that, in the
event of any such breach or threatened breach, the Lender shall be entitled, in
addition to all other available remedies, to an injunction restraining any
breach, and specific performance without the necessity of showing economic loss
and without any bond or other security being required.

23. GOVERNING LAW; JURISDICTION. All questions concerning the construction,
validity, enforcement and interpretation of this Agreement shall be governed by
the internal laws of the State of New Jersey, without giving effect to any
choice of law or conflict of law provision or rule (whether of the State of New
Jersey or any other jurisdictions) that would cause the application of the laws
of any jurisdictions other than the State of New Jersey. Each party hereby
irrevocably submits to the exclusive jurisdiction of the Superior Court of the
State of New Jersey sitting in Hudson County, New Jersey and the United States
Federal District Court for the District of New Jersey sitting in Newark, New
Jersey, for the adjudication of any dispute hereunder or in connection herewith
or therewith, or with any transaction contemplated hereby or discussed herein,
and hereby irrevocably waives, and agrees not to assert in any suit, action or
proceeding, any claim that it is not personally subject to the jurisdiction of
any such court, that such suit, action or proceeding is brought in an
inconvenient forum or that the venue of such suit, action or proceeding is
improper. Each party hereby irrevocably waives personal service of process and
consents to process being served in any such suit, action or proceeding by
mailing a copy thereof to such party at the address for such notices to it under
this Agreement and agrees that such service shall constitute good and sufficient
service of process and notice thereof. Nothing contained herein shall be deemed
to limit in any way any right to serve process in any manner permitted by law.

                                       6


24. NO INCONSISTENT AGREEMENTS. None of the parties hereto will hereafter enter
into any agreement, which is inconsistent with the rights granted to the parties
in this Note.

25. THIRD PARTIES. Nothing herein expressed or implied is intended or shall be
construed to confer upon or give to any person or entity, other than the parties
to this Note and their respective permitted successor and assigns, any rights or
remedies under or by reason of this Note.

26. WAIVER OF JURY TRIAL. AS A MATERIAL INDUCEMENT FOR THE LENDER TO LOAN TO THE
COMPANY THE MONIES HEREUNDER, THE COMPANY HEREBY WAIVES ANY RIGHT TO TRIAL BY
JURY IN ANY LEGAL PROCEEDING RELATED IN ANY WAY TO THIS AGREEMENT AND/OR ANY AND
ALL OF THE OTHER DOCUMENTS ASSOCIATED WITH THIS TRANSACTION.

27. ENTIRE AGREEMENT. This Note (including any recitals hereto) set forth the
entire understanding of the parties with respect to the subject matter hereof,
and shall not be modified or affected by any offer, proposal, statement or
representation, oral or written, made by or for any party in connection with the
negotiation of the terms hereof, and may be modified only by instruments signed
by all of the parties hereto.



                   [REMAINDER OF PAGE INTENTIONALY LEFT BLANK]

                                       7


         IN WITNESS WHEREOF, this Promissory Note is executed by the undersigned
as of the date hereof.

                              CORNELL CAPITAL PARTNERS, LP

                              By: Yorkville Advisors, LLC
                              Its: General Partner

                              By: __________________________________________
                              Name: Mark Angelo
                              Its:  Portfolio Manager


                              CORD BLOOD AMERICA, INC.

                              By: __________________________________________
                              Name:  Matthew Schissler
                              Title: Chairman and Chief Executive Officer


                                       8

EX-10.22

                                                                   EXHIBIT 10.22

                                     WARRANT

THE SECURITIES REPRESENTED BY THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE
SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE OFFERED FOR SALE,
SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION
STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR
APPLICABLE STATE SECURITIES LAWS, OR AN OPINION OF COUNSEL IN A FORM REASONABLY
SATISFACTORY TO THE ISSUER THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR
APPLICABLE STATE SECURITIES LAWS OR UNLESS SOLD PURSUANT TO RULE 144 UNDER SAID
ACT. NOTWITHSTANDING THE FOREGOING, THIS WARRANT MAY BE PLEDGED IN CONNECTION
WITH A BONA FIDE MARGIN ACCOUNT.

                            CORD BLOOD AMERICA, INC.

                        WARRANT TO PURCHASE COMMON STOCK

Warrant No.: CCP-001                                 Number of Shares: 1,000,000

Date of Issuance: April 27, 2005

Cord Blood America, Inc., a Florida corporation (the "Company"), hereby
certifies that, for Ten United States Dollars ($10.00) and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, CORNELL CAPITAL PARTNERS, LP ("Cornell"), the registered holder
hereof or its permitted assigns, is entitled, subject to the terms set forth
below, to purchase from the Company upon surrender of this Warrant, at any time
or times on or after the date hereof, but not after 11:59 P.M. Eastern Time on
the Expiration Date (as defined herein) One Million (1,000,000) fully paid and
nonassessable shares of Common Stock (as defined herein) of the Company (the
"Warrant Shares") at the exercise price per share provided in Section 1(b) below
or as subsequently adjusted; provided, however, that in no event shall the
holder be entitled to exercise this Warrant for a number of Warrant Shares in
excess of that number of Warrant Shares which, upon giving effect to such
exercise, would cause the aggregate number of shares of Common Stock
beneficially owned by the holder and its affiliates to exceed 4.99% of the
outstanding shares of the Common Stock following such exercise, except within
sixty (60) days of the Expiration Date. For purposes of the foregoing proviso,
the aggregate number of shares of Common Stock beneficially owned by the holder
and its affiliates shall include the number of shares of Common Stock issuable
upon exercise of this Warrant with respect to which the determination of such
proviso is being made, but shall exclude shares of Common Stock which would be
issuable upon (i) exercise of the remaining, unexercised Warrants beneficially




owned by the holder and its affiliates and (ii) exercise or conversion of the
unexercised or unconverted portion of any other securities of the Company
beneficially owned by the holder and its affiliates (including, without
limitation, any convertible notes or preferred stock) subject to a limitation on
conversion or exercise analogous to the limitation contained herein. Except as
set forth in the preceding sentence, for purposes of this paragraph, beneficial
ownership shall be calculated in accordance with Section 13(d) of the Securities
Exchange Act of 1934, as amended. For purposes of this Warrant, in determining
the number of outstanding shares of Common Stock a holder may rely on the number
of outstanding shares of Common Stock as reflected in (1) the Company's most
recent Form 10-QSB or Form 10-KSB, as the case may be, (2) a more recent public
announcement by the Company or (3) any other notice by the Company or its
transfer agent setting forth the number of shares of Common Stock outstanding.
Upon the written request of any holder, the Company shall promptly, but in no
event later than one (1) Business Day following the receipt of such notice,
confirm in writing to any such holder the number of shares of Common Stock then
outstanding. In any case, the number of outstanding shares of Common Stock shall
be determined after giving effect to the exercise of Warrants (as defined below)
by such holder and its affiliates since the date as of which such number of
outstanding shares of Common Stock was reported.

Section 1.

                  (a) This Warrant is the common stock purchase warrant (the
"Warrant") issued pursuant to the Promissory Notes dated the date hereof by and
between the Company and Cornell.

                  (b) Definitions. The following words and terms as used in this
Warrant shall have the following meanings:

                           (i) "Approved Stock Plan" means any employee benefit
plan which has been approved by the Board of Directors of the Company, pursuant
to which the Company's securities may be issued to any employee, officer or
director for services provided to the Company.

                           (ii) "Business Day" means any day other than
Saturday, Sunday or other day on which commercial banks in the City of New York
are authorized or required by law to remain closed.

                           (iii) "Closing Bid Price" means the closing bid price
of Common Stock as quoted on the Principal Market (as reported by Bloomberg
Financial Markets ("Bloomberg") through its "Volume at Price" function).

                           (iv) "Common Stock" means (i) the Company's common
stock, par value $0.0001 per share, and (ii) any capital stock into which such
Common Stock shall have been changed or any capital stock resulting from a
reclassification of such Common Stock.

                           (v) "Event of Default" means an event of default
under the Promissory Note, the Pledge Agreement (as defined in the Promissory
Note), or any other related agreements hereunder between the Company and Cornell
of even date herewith which is not cured by the Company by any applicable cure
period threin.

                           (vi) "Excluded Securities" means, provided such
security is issued at a price which is greater than or equal to the arithmetic
average of the Closing Bid Prices of the Common Stock for the ten (10)


                                       2


consecutive trading days immediately preceding the date of issuance, any of the
following: (a) any issuance by the Company of securities in connection with a
strategic partnership or a joint venture (the primary purpose of which is not to
raise equity capital), (b) any issuance by the Company of securities as
consideration for a merger or consolidation or the acquisition of a business,
product, license, or other assets of another person or entity and (c) options to
purchase shares of Common Stock, provided (I) such options are issued after the
date of this Warrant to employees of the Company within thirty (30) days of such
employee's starting his employment with the Company, and (II) the exercise price
of such options is not less than the Closing Bid Price of the Common Stock on
the date of issuance of such option.

                           (vii) "Expiration Date" means the date five (5) years
from the Issuance Date of this Warrant or, if such date falls on a Saturday,
Sunday or other day on which banks are required or authorized to be closed in
the City of New York or the State of New York or on which trading does not take
place on the Principal Exchange or automated quotation system on which the
Common Stock is traded (a "Holiday"), the next date that is not a Holiday.

                           (viii) "Issuance Date" means the date hereof.

                           (ix) "Options" means any rights, warrants or options
to subscribe for or purchase Common Stock or Convertible Securities.

                           (x) "Other Securities" means (i) those options and
warrants of the Company issued prior to, and outstanding on, the Issuance Date
of this Warrant, (ii) the shares of Common Stock issuable on exercise of such
options and warrants, provided such options and warrants are not amended after
the Issuance Date of this Warrant and (iii) the shares of Common Stock issuable
upon exercise of this Warrant.

                           (xi) "Person" means an individual, a limited
liability company, a partnership, a joint venture, a corporation, a trust, an
unincorporated organization and a government or any department or agency
thereof.

                           (xii) "Principal Market" means the New York Stock
Exchange, the American Stock Exchange, the Nasdaq National Market, the Nasdaq
SmallCap Market, whichever is at the time the principal trading exchange or
market for such security, or the over-the-counter market on the electronic
bulletin board for such security as reported by Bloomberg or, if no bid or sale
information is reported for such security by Bloomberg, then the average of the
bid prices of each of the market makers for such security as reported in the
"pink sheets" by the National Quotation Bureau, Inc.

                           (xiii) "Securities Act" means the Securities Act of
1933, as amended.

                           (xiv) "Warrant" means this Warrant and all Warrants
issued in exchange, transfer or replacement thereof.

                           (xv) "Warrant Exercise Price" shall be $0.20 or as
subsequently adjusted as provided in Section 8 hereof.

                                       3


                           (xvi) "Warrant Shares" means the shares of Common
Stock issuable at any time upon exercise of this Warrant.

                  (c) Other Definitional Provisions.

                           (i) Except as otherwise specified herein, all
references herein (A) to the Company shall be deemed to include the Company's
successors and (B) to any applicable law defined or referred to herein shall be
deemed references to such applicable law as the same may have been or may be
amended or supplemented from time to time.

                           (ii) When used in this Warrant, the words "herein",
"hereof", and "hereunder" and words of similar import, shall refer to this
Warrant as a whole and not to any provision of this Warrant, and the words
"Section", "Schedule", and "Exhibit" shall refer to Sections of, and Schedules
and Exhibits to, this Warrant unless otherwise specified.

                           (iii) Whenever the context so requires, the neuter
gender includes the masculine or feminine, and the singular number includes the
plural, and vice versa.

         Section 2. Exercise of Warrant. Subject to the terms and conditions
hereof, this Warrant may be exercised by the holder hereof then registered on
the books of the Company, pro rata as hereinafter provided, at any time on any
Business Day on or after the opening of business on such Business Day,
commencing with the first day after the date hereof, and prior to 11:59 P.M.
Eastern Time on the Expiration Date, by (i) delivery of a written notice, in the
form of the subscription notice attached as Exhibit A hereto (the "Exercise
Notice"), of such holder's election to exercise this Warrant, which notice shall
specify the number of Warrant Shares to be purchased, payment to the Company of
an amount equal to the Warrant Exercise Price(s) applicable to the Warrant
Shares being purchased, multiplied by the number of Warrant Shares (at the
applicable Warrant Exercise Price) as to which this Warrant is being exercised
(plus any applicable issue or transfer taxes) (the "Aggregate Exercise Price")
in cash or wire transfer of immediately available funds and the surrender of
this Warrant (or an indemnification undertaking with respect to this Warrant in
the case of its loss, theft or destruction) to a common carrier for overnight
delivery to the Company as soon as practicable following such date ("Cash
Basis") or (ii) in the occurrence of an Event of Default, holder hereof then
registered on the books of the Company may in lieu of making payment of the
Aggregate Exercise Price in cash or wire transfer, elect instead to receive upon
such exercise the "Net Number" of shares of Common Stock determined according to
the following formula (the "Cashless Exercise"):

         Net Number = (A x B) - (A x C)
                      -----------------
                              B

                  For purposes of the foregoing formula:

                  A = the total number of Warrant Shares with respect to which
                  this Warrant is then being exercised.

                                       4


                  B = the Closing Bid Price of the Common Stock on the date of
                  exercise of the Warrant.

                  C = the Warrant Exercise Price then in effect for the
                  applicable Warrant Shares at the time of such exercise.

          In the event of any exercise of the rights represented by this Warrant
in compliance with this Section 2, the Company shall on the fifth (5th) Business
Day following the date of receipt of the Exercise Notice, the Aggregate Exercise
Price and this Warrant (or an indemnification undertaking with respect to this
Warrant in the case of its loss, theft or destruction) and the receipt of the
representations of the holder specified in Section 6 hereof, if requested by the
Company (the "Exercise Delivery Documents"), and if the Common Stock is DTC
eligible, credit such aggregate number of shares of Common Stock to which the
holder shall be entitled to the holder's or its designee's balance account with
The Depository Trust Company; provided, however, if the holder who submitted the
Exercise Notice requested physical delivery of any or all of the Warrant Shares,
or, if the Common Stock is not DTC eligible then the Company shall, on or before
the fifth (5th) Business Day following receipt of the Exercise Delivery
Documents, issue and surrender to a common carrier for overnight delivery to the
address specified in the Exercise Notice, a certificate, registered in the name
of the holder, for the number of shares of Common Stock to which the holder
shall be entitled pursuant to such request. Upon delivery of the Exercise Notice
and Aggregate Exercise Price referred to in clause (ii) above the holder of this
Warrant shall be deemed for all corporate purposes to have become the holder of
record of the Warrant Shares with respect to which this Warrant has been
exercised. In the case of a dispute as to the determination of the Warrant
Exercise Price, the Closing Bid Price or the arithmetic calculation of the
Warrant Shares, the Company shall promptly issue to the holder the number of
Warrant Shares that is not disputed and shall submit the disputed determinations
or arithmetic calculations to the holder via facsimile within one (1) Business
Day of receipt of the holder's Exercise Notice. If the holder and the Company
are unable to agree upon the determination of the Warrant Exercise Price or
arithmetic calculation of the Warrant Shares within one (1) day of such disputed
determination or arithmetic calculation being submitted to the holder, then the
Company shall immediately submit via facsimile (i) the disputed determination of
the Warrant Exercise Price or the Closing Bid Price to an independent, reputable
investment banking firm or (ii) the disputed arithmetic calculation of the
Warrant Shares to its independent, outside accountant. The Company shall cause
the investment banking firm or the accountant, as the case may be, to perform
the determinations or calculations and notify the Company and the holder of the
results no later than forty-eight (48) hours from the time it receives the
disputed determinations or calculations. Such investment banking firm's or
accountant's determination or calculation, as the case may be, shall be deemed
conclusive absent manifest error.

                  (a) Unless the rights represented by this Warrant shall have
expired or shall have been fully exercised, the Company shall, as soon as
practicable and in no event later than five (5) Business Days after any exercise
and at its own expense, issue a new Warrant identical in all respects to this
Warrant exercised except it shall represent rights to purchase the number of
Warrant Shares purchasable immediately prior to such exercise under this Warrant
exercised, less the number of Warrant Shares with respect to which such Warrant
is exercised.

                                       5


                  (b) No fractional Warrant Shares are to be issued upon any pro
rata exercise of this Warrant, but rather the number of Warrant Shares issued
upon such exercise of this Warrant shall be rounded up or down to the nearest
whole number.

                  (c) If the Company or its Transfer Agent shall fail for any
reason or for no reason to issue to the holder within ten (10) days of receipt
of the Exercise Delivery Documents, a certificate for the number of Warrant
Shares to which the holder is entitled or to credit the holder's balance account
with The Depository Trust Company for such number of Warrant Shares to which the
holder is entitled upon the holder's exercise of this Warrant, the Company
shall, in addition to any other remedies under this Warrant or the Placement
Agent Agreement or otherwise available to such holder, pay as additional damages
in cash to such holder on each day the issuance of such certificate for Warrant
Shares is not timely effected an amount equal to 0.025% of the product of (A)
the sum of the number of Warrant Shares not issued to the holder on a timely
basis and to which the holder is entitled, and (B) the Closing Bid Price of the
Common Stock for the trading day immediately preceding the last possible date
which the Company could have issued such Common Stock to the holder without
violating this Section 2.

                  (d) If within ten (10) days after the Company's receipt of the
Exercise Delivery Documents, the Company fails to deliver a new Warrant to the
holder for the number of Warrant Shares to which such holder is entitled
pursuant to Section 2 hereof, then, in addition to any other available remedies
under this Warrant or the Placement Agent Agreement, or otherwise available to
such holder, the Company shall pay as additional damages in cash to such holder
on each day after such tenth (10th) day that such delivery of such new Warrant
is not timely effected in an amount equal to 0.25% of the product of (A) the
number of Warrant Shares represented by the portion of this Warrant which is not
being exercised and (B) the Closing Bid Price of the Common Stock for the
trading day immediately preceding the last possible date which the Company could
have issued such Warrant to the holder without violating this Section 2.

         Section 3. Covenants as to Common Stock. The Company hereby covenants
and agrees as follows:

                  (a) This Warrant is, and any Warrants issued in substitution
for or replacement of this Warrant will upon issuance be, duly authorized and
validly issued.

                  (b) All Warrant Shares which may be issued upon the exercise
of the rights represented by this Warrant will, upon issuance, be validly
issued, fully paid and nonassessable and free from all taxes, liens and charges
with respect to the issue thereof.

                  (c) During the period within which the rights represented by
this Warrant may be exercised, the Company will at all times have authorized and
reserved at least one hundred percent (100%) of the number of shares of Common
Stock needed to provide for the exercise of the rights then represented by this
Warrant and the par value of said shares will at all times be less than or equal
to the applicable Warrant Exercise Price. If at any time the Company does not
have a sufficient number of shares of Common Stock authorized and available,
then the Company shall call and hold a special meeting of its stockholders
within sixty (60) days of that time for the sole purpose of increasing the
number of authorized shares of Common Stock.

                                       6


                  (d) If at any time after the date hereof the Company shall
file a registration statement, the Company shall include the Warrant Shares
issuable to the holder, pursuant to the terms of this Warrant and shall
maintain, so long as any other shares of Common Stock shall be so listed, such
listing of all Warrant Shares from time to time issuable upon the exercise of
this Warrant; and the Company shall so list on each national securities exchange
or automated quotation system, as the case may be, and shall maintain such
listing of, any other shares of capital stock of the Company issuable upon the
exercise of this Warrant if and so long as any shares of the same class shall be
listed on such national securities exchange or automated quotation system.

                  (e) The Company will not, by amendment of its Articles of
Incorporation or through any reorganization, transfer of assets, consolidation,
merger, dissolution, issue or sale of securities, or any other voluntary action,
avoid or seek to avoid the observance or performance of any of the terms to be
observed or performed by it hereunder, but will at all times in good faith
assist in the carrying out of all the provisions of this Warrant and in the
taking of all such action as may reasonably be requested by the holder of this
Warrant in order to protect the exercise privilege of the holder of this Warrant
against dilution or other impairment, consistent with the tenor and purpose of
this Warrant. The Company will not increase the par value of any shares of
Common Stock receivable upon the exercise of this Warrant above the Warrant
Exercise Price then in effect, and (ii) will take all such actions as may be
necessary or appropriate in order that the Company may validly and legally issue
fully paid and nonassessable shares of Common Stock upon the exercise of this
Warrant.

                  (f) This Warrant will be binding upon any entity succeeding to
the Company by merger, consolidation or acquisition of all or substantially all
of the Company's assets.

         Section 4. Taxes. The Company shall pay any and all taxes, except any
applicable withholding, which may be payable with respect to the issuance and
delivery of Warrant Shares upon exercise of this Warrant.

         Section 5. Warrant Holder Not Deemed a Stockholder. Except as otherwise
specifically provided herein, no holder, as such, of this Warrant shall be
entitled to vote or receive dividends or be deemed the holder of shares of
capital stock of the Company for any purpose, nor shall anything contained in
this Warrant be construed to confer upon the holder hereof, as such, any of the
rights of a stockholder of the Company or any right to vote, give or withhold
consent to any corporate action (whether any reorganization, issue of stock,
reclassification of stock, consolidation, merger, conveyance or otherwise),
receive notice of meetings, receive dividends or subscription rights, or
otherwise, prior to the issuance to the holder of this Warrant of the Warrant
Shares which he or she is then entitled to receive upon the due exercise of this
Warrant. In addition, nothing contained in this Warrant shall be construed as
imposing any liabilities on such holder to purchase any securities (upon
exercise of this Warrant or otherwise) or as a stockholder of the Company,
whether such liabilities are asserted by the Company or by creditors of the
Company. Notwithstanding this Section 5, the Company will provide the holder of
this Warrant with copies of the same notices and other information given to the
stockholders of the Company generally, contemporaneously with the giving thereof
to the stockholders.

                                       7


         Section 6. Representations of Holder. The holder of this Warrant, by
the acceptance hereof, represents that it is acquiring this Warrant and the
Warrant Shares for its own account for investment only and not with a view
towards, or for resale in connection with, the public sale or distribution of
this Warrant or the Warrant Shares, except pursuant to sales registered or
exempted under the Securities Act; provided, however, that by making the
representations herein, the holder does not agree to hold this Warrant or any of
the Warrant Shares for any minimum or other specific term and reserves the right
to dispose of this Warrant and the Warrant Shares at any time in accordance with
or pursuant to a registration statement or an exemption under the Securities
Act. The holder of this Warrant further represents, by acceptance hereof, that,
as of this date, such holder is an "accredited investor" as such term is defined
in Rule 501(a)(1) of Regulation D promulgated by the Securities and Exchange
Commission under the Securities Act (an "Accredited Investor"). Upon exercise of
this Warrant the holder shall, if requested by the Company, confirm in writing,
in a form satisfactory to the Company, that the Warrant Shares so purchased are
being acquired solely for the holder's own account and not as a nominee for any
other party, for investment, and not with a view toward distribution or resale
and that such holder is an Accredited Investor. If such holder cannot make such
representations because they would be factually incorrect, it shall be a
condition to such holder's exercise of this Warrant that the Company receive
such other representations as the Company considers reasonably necessary to
assure the Company that the issuance of its securities upon exercise of this
Warrant shall not violate any United States or state securities laws.

         Section 7. Ownership and Transfer.

                  (a) The Company shall maintain at its principal executive
offices (or such other office or agency of the Company as it may designate by
notice to the holder hereof), a register for this Warrant, in which the Company
shall record the name and address of the person in whose name this Warrant has
been issued, as well as the name and address of each transferee. The Company may
treat the person in whose name any Warrant is registered on the register as the
owner and holder thereof for all purposes, notwithstanding any notice to the
contrary, but in all events recognizing any transfers made in accordance with
the terms of this Warrant.

         Section 8. Adjustment of Warrant Exercise Price and Number of Shares.
The Warrant Exercise Price and the number of shares of Common Stock issuable
upon exercise of this Warrant shall be adjusted from time to time as follows:

                  (a) Adjustment of Warrant Exercise Price and Number of Shares
upon Issuance of Common Stock. If and whenever on or after the Issuance Date of
this Warrant, the Company issues or sells, or is deemed to have issued or sold,
any shares of Common Stock (other than (i) Excluded Securities and (ii) shares
of Common Stock which are issued or deemed to have been issued by the Company in
connection with an Approved Stock Plan or upon exercise or conversion of the
Other Securities) for a consideration per share less than a price (the
"Applicable Price") equal to the Warrant Exercise Price in effect immediately
prior to such issuance or sale, then immediately after such issue or sale the
Warrant Exercise Price then in effect shall be reduced to an amount equal to
such consideration per share. Upon each such adjustment of the Warrant Exercise
Price hereunder, the number of Warrant Shares issuable upon exercise of this
Warrant shall be adjusted to the number of shares determined by multiplying the
Warrant Exercise Price in effect immediately prior to such adjustment by the
number of Warrant Shares issuable upon exercise of this Warrant immediately


                                       8


prior to such adjustment and dividing the product thereof by the Warrant
Exercise Price resulting from such adjustment.

                  (b) Effect on Warrant Exercise Price of Certain Events. For
purposes of determining the adjusted Warrant Exercise Price under Section 8(a)
above, the following shall be applicable:

                           (i) Issuance of Options. If after the date hereof,
the Company in any manner grants any Options and the lowest price per share for
which one share of Common Stock is issuable upon the exercise of any such Option
or upon conversion or exchange of any convertible securities issuable upon
exercise of any such Option is less than the Applicable Price, then such share
of Common Stock shall be deemed to be outstanding and to have been issued and
sold by the Company at the time of the granting or sale of such Option for such
price per share. For purposes of this Section 8(b)(i), the lowest price per
share for which one share of Common Stock is issuable upon exercise of such
Options or upon conversion or exchange of such Convertible Securities shall be
equal to the sum of the lowest amounts of consideration (if any) received or
receivable by the Company with respect to any one share of Common Stock upon the
granting or sale of the Option, upon exercise of the Option or upon conversion
or exchange of any convertible security issuable upon exercise of such Option.
No further adjustment of the Warrant Exercise Price shall be made upon the
actual issuance of such Common Stock or of such convertible securities upon the
exercise of such Options or upon the actual issuance of such Common Stock upon
conversion or exchange of such convertible securities.

                           (ii) Issuance of Convertible Securities. If the
Company in any manner issues or sells any convertible securities and the lowest
price per share for which one share of Common Stock is issuable upon the
conversion or exchange thereof is less than the Applicable Price, then such
share of Common Stock shall be deemed to be outstanding and to have been issued
and sold by the Company at the time of the issuance or sale of such convertible
securities for such price per share. For the purposes of this Section 8(b)(ii),
the lowest price per share for which one share of Common Stock is issuable upon
such conversion or exchange shall be equal to the sum of the lowest amounts of
consideration (if any) received or receivable by the Company with respect to one
share of Common Stock upon the issuance or sale of the convertible security and
upon conversion or exchange of such convertible security. No further adjustment
of the Warrant Exercise Price shall be made upon the actual issuance of such
Common Stock upon conversion or exchange of such convertible securities, and if
any such issue or sale of such convertible securities is made upon exercise of
any Options for which adjustment of the Warrant Exercise Price had been or are
to be made pursuant to other provisions of this Section 8(b), no further
adjustment of the Warrant Exercise Price shall be made by reason of such issue
or sale.

                           (iii) Change in Option Price or Rate of Conversion.
If the purchase price provided for in any Options, the additional consideration,
if any, payable upon the issue, conversion or exchange of any convertible
securities, or the rate at which any convertible securities are convertible into
or exchangeable for Common Stock changes at any time, the Warrant Exercise Price
in effect at the time of such change shall be adjusted to the Warrant Exercise


                                       9


Price which would have been in effect at such time had such Options or
convertible securities provided for such changed purchase price, additional
consideration or changed conversion rate, as the case may be, at the time
initially granted, issued or sold and the number of Warrant Shares issuable upon
exercise of this Warrant shall be correspondingly readjusted. For purposes of
this Section 8(b)(iii), if the terms of any Option or convertible security that
was outstanding as of the Issuance Date of this Warrant are changed in the
manner described in the immediately preceding sentence, then such Option or
convertible security and the Common Stock deemed issuable upon exercise,
conversion or exchange thereof shall be deemed to have been issued as of the
date of such change. No adjustment pursuant to this Section 8(b) shall be made
if such adjustment would result in an increase of the Warrant Exercise Price
then in effect.

                  (c) Effect on Warrant Exercise Price of Certain Events. For
purposes of determining the adjusted Warrant Exercise Price under Sections 8(a)
and 8(b), the following shall be applicable:

                           (i) Calculation of Consideration Received. If any
Common Stock, Options or convertible securities are issued or sold or deemed to
have been issued or sold for cash, the consideration received therefore will be
deemed to be the net amount received by the Company therefore. If any Common
Stock, Options or convertible securities are issued or sold for a consideration
other than cash, the amount of such consideration received by the Company will
be the fair value of such consideration, except where such consideration
consists of marketable securities, in which case the amount of consideration
received by the Company will be the market price of such securities on the date
of receipt of such securities. If any Common Stock, Options or convertible
securities are issued to the owners of the non-surviving entity in connection
with any merger in which the Company is the surviving entity, the amount of
consideration therefore will be deemed to be the fair value of such portion of
the net assets and business of the non-surviving entity as is attributable to
such Common Stock, Options or convertible securities, as the case may be. The
fair value of any consideration other than cash or securities will be determined
jointly by the Company and the holders of Warrants representing at least
two-thirds (b) of the Warrant Shares issuable upon exercise of the Warrants then
outstanding. If such parties are unable to reach agreement within ten (10) days
after the occurrence of an event requiring valuation (the "Valuation Event"),
the fair value of such consideration will be determined within five (5) Business
Days after the tenth (10th) day following the Valuation Event by an independent,
reputable appraiser jointly selected by the Company and the holders of Warrants
representing at least two-thirds (b) of the Warrant Shares issuable upon
exercise of the Warrants then outstanding. The determination of such appraiser
shall be final and binding upon all parties and the fees and expenses of such
appraiser shall be borne jointly by the Company and the holders of Warrants.

                           (ii) Integrated Transactions. In case any Option is
issued in connection with the issue or sale of other securities of the Company,
together comprising one integrated transaction in which no specific
consideration is allocated to such Options by the parties thereto, the Options
will be deemed to have been issued for a consideration of $.01.

                           (iii) Treasury Shares. The number of shares of Common
Stock outstanding at any given time does not include shares owned or held by or
for the account of the Company, and the disposition of any shares so owned or
held will be considered an issue or sale of Common Stock.

                                       10


                           (iv) Record Date. If the Company takes a record of
the holders of Common Stock for the purpose of entitling them (1) to receive a
dividend or other distribution payable in Common Stock, Options or in
convertible securities or (2) to subscribe for or purchase Common Stock, Options
or convertible securities, then such record date will be deemed to be the date
of the issue or sale of the shares of Common Stock deemed to have been issued or
sold upon the declaration of such dividend or the making of such other
distribution or the date of the granting of such right of subscription or
purchase, as the case may be.

                  (d) Adjustment of Warrant Exercise Price upon Subdivision or
Combination of Common Stock. If the Company at any time after the date of
issuance of this Warrant subdivides (by any stock split, stock dividend,
recapitalization or otherwise) one or more classes of its outstanding shares of
Common Stock into a greater number of shares, any Warrant Exercise Price in
effect immediately prior to such subdivision will be proportionately reduced and
the number of shares of Common Stock obtainable upon exercise of this Warrant
will be proportionately increased. If the Company at any time after the date of
issuance of this Warrant combines (by combination, reverse stock split or
otherwise) one or more classes of its outstanding shares of Common Stock into a
smaller number of shares, any Warrant Exercise Price in effect immediately prior
to such combination will be proportionately increased and the number of Warrant
Shares issuable upon exercise of this Warrant will be proportionately decreased.
Any adjustment under this Section 8(d) shall become effective at the close of
business on the date the subdivision or combination becomes effective.

                  (e) Distribution of Assets. If the Company shall declare or
make any dividend or other distribution of its assets (or rights to acquire its
assets) to holders of Common Stock, by way of return of capital or otherwise
(including, without limitation, any distribution of cash, stock or other
securities, property or options by way of a dividend, spin off,
reclassification, corporate rearrangement or other similar transaction) (a
"Distribution"), at any time after the issuance of this Warrant, then, in each
such case:

                           (i) any Warrant Exercise Price in effect immediately
prior to the close of business on the record date fixed for the determination of
holders of Common Stock entitled to receive the Distribution shall be reduced,
effective as of the close of business on such record date, to a price determined
by multiplying such Warrant Exercise Price by a fraction of which (A) the
numerator shall be the Closing Sale Price of the Common Stock on the trading day
immediately preceding such record date minus the value of the Distribution (as
determined in good faith by the Company's Board of Directors) applicable to one
share of Common Stock, and (B) the denominator shall be the Closing Sale Price
of the Common Stock on the trading day immediately preceding such record date;
and

                           (ii) either (A) the number of Warrant Shares
obtainable upon exercise of this Warrant shall be increased to a number of
shares equal to the number of shares of Common Stock obtainable immediately
prior to the close of business on the record date fixed for the determination of
holders of Common Stock entitled to receive the Distribution multiplied by the
reciprocal of the fraction set forth in the immediately preceding clause (i), or
(B) in the event that the Distribution is of common stock of a company whose
common stock is traded on a national securities exchange or a national automated


                                       11


quotation system, then the holder of this Warrant shall receive an additional
warrant to purchase Common Stock, the terms of which shall be identical to those
of this Warrant, except that such warrant shall be exercisable into the amount
of the assets that would have been payable to the holder of this Warrant
pursuant to the Distribution had the holder exercised this Warrant immediately
prior to such record date and with an exercise price equal to the amount by
which the exercise price of this Warrant was decreased with respect to the
Distribution pursuant to the terms of the immediately preceding clause (i).

                  (f) Certain Events. If any event occurs of the type
contemplated by the provisions of this Section 8 but not expressly provided for
by such provisions (including, without limitation, the granting of stock
appreciation rights, phantom stock rights or other rights with equity features),
then the Company's Board of Directors will make an appropriate adjustment in the
Warrant Exercise Price and the number of shares of Common Stock obtainable upon
exercise of this Warrant so as to protect the rights of the holders of the
Warrants; provided, except as set forth in section 8(d),that no such adjustment
pursuant to this Section 8(f) will increase the Warrant Exercise Price or
decrease the number of shares of Common Stock obtainable as otherwise determined
pursuant to this Section 8.

                  (g) Notices.

                           (i) Immediately upon any adjustment of the Warrant
Exercise Price, the Company will give written notice thereof to the holder of
this Warrant, setting forth in reasonable detail, and certifying, the
calculation of such adjustment.

                           (ii) The Company will give written notice to the
holder of this Warrant at least ten (10) days prior to the date on which the
Company closes its books or takes a record (A) with respect to any dividend or
distribution upon the Common Stock, (B) with respect to any pro rata
subscription offer to holders of Common Stock or (C) for determining rights to
vote with respect to any Organic Change (as defined below), dissolution or
liquidation, provided that such information shall be made known to the public
prior to or in conjunction with such notice being provided to such holder.

                           (iii) The Company will also give written notice to
the holder of this Warrant at least ten (10) days prior to the date on which any
Organic Change, dissolution or liquidation will take place, provided that such
information shall be made known to the public prior to or in conjunction with
such notice being provided to such holder.

         Section 9. Purchase Rights; Reorganization, Reclassification,
Consolidation, Merger or Sale.

                  (a) In addition to any adjustments pursuant to Section 8
above, if at any time the Company grants, issues or sells any Options,
Convertible Securities or rights to purchase stock, warrants, securities or
other property pro rata to the record holders of any class of Common Stock (the
"Purchase Rights"), then the holder of this Warrant will be entitled to acquire,
upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights
which such holder could have acquired if such holder had held the number of
shares of Common Stock acquirable upon complete exercise of this Warrant


                                       12


immediately before the date on which a record is taken for the grant, issuance
or sale of such Purchase Rights, or, if no such record is taken, the date as of
which the record holders of Common Stock are to be determined for the grant,
issue or sale of such Purchase Rights.

                  (b) Any recapitalization, reorganization, reclassification,
consolidation, merger, sale of all or substantially all of the Company's assets
to another Person or other transaction in each case which is effected in such a
way that holders of Common Stock are entitled to receive (either directly or
upon subsequent liquidation) stock, securities or assets with respect to or in
exchange for Common Stock is referred to herein as an "Organic Change." Prior to
the consummation of any (i) sale of all or substantially all of the Company's
assets to an acquiring Person or (ii) other Organic Change following which the
Company is not a surviving entity, the Company will secure from the Person
purchasing such assets or the successor resulting from such Organic Change (in
each case, the "Acquiring Entity") a written agreement (in form and substance
satisfactory to the holders of Warrants representing at least two-thirds (iii)
of the Warrant Shares issuable upon exercise of the Warrants then outstanding)
to deliver to each holder of Warrants in exchange for such Warrants, a security
of the Acquiring Entity evidenced by a written instrument substantially similar
in form and substance to this Warrant and satisfactory to the holders of the
Warrants (including an adjusted warrant exercise price equal to the value for
the Common Stock reflected by the terms of such consolidation, merger or sale,
and exercisable for a corresponding number of shares of Common Stock acquirable
and receivable upon exercise of the Warrants without regard to any limitations
on exercise, if the value so reflected is less than any Applicable Warrant
Exercise Price immediately prior to such consolidation, merger or sale). Prior
to the consummation of any other Organic Change, the Company shall make
appropriate provision (in form and substance satisfactory to the holders of
Warrants representing a majority of the Warrant Shares issuable upon exercise of
the Warrants then outstanding) to insure that each of the holders of the
Warrants will thereafter have the right to acquire and receive in lieu of or in
addition to (as the case may be) the Warrant Shares immediately theretofore
issuable and receivable upon the exercise of such holder's Warrants (without
regard to any limitations on exercise), such shares of stock, securities or
assets that would have been issued or payable in such Organic Change with
respect to or in exchange for the number of Warrant Shares which would have been
issuable and receivable upon the exercise of such holder's Warrant as of the
date of such Organic Change (without taking into account any limitations or
restrictions on the exercisability of this Warrant).

         Section 10. Lost, Stolen, Mutilated or Destroyed Warrant. If this
Warrant is lost, stolen, mutilated or destroyed, the Company shall promptly, on
receipt of an indemnification undertaking (or, in the case of a mutilated
Warrant, the Warrant), issue a new Warrant of like denomination and tenor as
this Warrant so lost, stolen, mutilated or destroyed.

         Section 11. Notice. Any notices, consents, waivers or other
communications required or permitted to be given under the terms of this Warrant
must be in writing and will be deemed to have been delivered: (i) upon receipt,
when delivered personally; (ii) upon receipt, when sent by facsimile (provided
confirmation of receipt is received by the sending party transmission is
mechanically or electronically generated and kept on file by the sending party);
or (iii) one Business Day after deposit with a nationally recognized overnight
delivery service, in each case properly addressed to the party to receive the
same. The addresses and facsimile numbers for such communications shall be:

                                       13


If to Cornell:              Cornell Capital Partners, LP
                            101 Hudson Street - Suite 3700
                            Jersey City, NJ  07302
                            Attention:        Mark A. Angelo
                            Telephone:        (201) 985-8300
                            Facsimile:        (201) 985-8266

With Copy to:               Troy Rillo, Esq.
                            101 Hudson Street - Suite 3700
                            Jersey City, NJ 07302
                            Telephone:        (201) 985-8300
                            Facsimile:        (201) 985-8266


If to the Company, to:      Cord Blood America, Inc.
                            9000 W. Sunset Boulevard, Suite 4000
                            Los Angeles, CA 90069
                            Attention:        Matthew Schissler
                            Telephone:        (310) 432-4090
                            Facsimile:        (310) 432-4098

With a copy to:             Kirkpatrick & Lockhart Nicholson Graham, LLP
                            201 South Biscayne Boulevard, Suite 2000
                            Miami, Florida 33131
                            Attention:        Clayton E. Parker, Esquire
                            Telephone:        (305) 539-3306
                            Facsimile:        (305) 358-7095

If to a holder of this Warrant, to it at the address and facsimile number set
forth on Exhibit C hereto, with copies to such holder's representatives as set
forth on Exhibit C, or at such other address and facsimile as shall be delivered
to the Company upon the issuance or transfer of this Warrant. Each party shall
provide five days' prior written notice to the other party of any change in
address or facsimile number. Written confirmation of receipt (A) given by the
recipient of such notice, consent, facsimile, waiver or other communication, (or
(B) provided by a nationally recognized overnight delivery service shall be
rebuttable evidence of personal service, receipt by facsimile or receipt from a
nationally recognized overnight delivery service in accordance with clause (i),
(ii) or (iii) above, respectively.

         Section 12. Date. The date of this Warrant is set forth on page 1
hereof. This Warrant, in all events, shall be wholly void and of no effect after
the close of business on the Expiration Date, except that notwithstanding any
other provisions hereof, the provisions of Section 8(b) shall continue in full
force and effect after such date as to any Warrant Shares or other securities
issued upon the exercise of this Warrant.

                                       14


         Section 13. Amendment and Waiver. Except as otherwise provided herein,
the provisions of the Warrants may be amended and the Company may take any
action herein prohibited, or omit to perform any act herein required to be
performed by it, only if the Company has obtained the written consent of the
holders of Warrants representing at least two-thirds of the Warrant Shares
issuable upon exercise of the Warrants then outstanding; provided that, except
for Section 8(d), no such action may increase the Warrant Exercise Price or
decrease the number of shares or class of stock obtainable upon exercise of any
Warrant without the written consent of the holder of such Warrant.

         Section 14. Descriptive Headings; Governing Law. The descriptive
headings of the several sections and paragraphs of this Warrant are inserted for
convenience only and do not constitute a part of this Warrant. The corporate
laws of the State of Nevada shall govern all issues concerning the relative
rights of the Company and its stockholders. All other questions concerning the
construction, validity, enforcement and interpretation of this Agreement shall
be governed by the internal laws of the State of New Jersey, without giving
effect to any choice of law or conflict of law provision or rule (whether of the
State of New Jersey or any other jurisdictions) that would cause the application
of the laws of any jurisdictions other than the State of New Jersey. Each party
hereby irrevocably submits to the exclusive jurisdiction of the state and
federal courts sitting in Hudson County and the United States District Court for
the District of New Jersey, for the adjudication of any dispute hereunder or in
connection herewith or therewith, or with any transaction contemplated hereby or
discussed herein, and hereby irrevocably waives, and agrees not to assert in any
suit, action or proceeding, any claim that it is not personally subject to the
jurisdiction of any such court, that such suit, action or proceeding is brought
in an inconvenient forum or that the venue of such suit, action or proceeding is
improper. Each party hereby irrevocably waives personal service of process and
consents to process being served in any such suit, action or proceeding by
mailing a copy thereof to such party at the address for such notices to it under
this Agreement and agrees that such service shall constitute good and sufficient
service of process and notice thereof. Nothing contained herein shall be deemed
to limit in any way any right to serve process in any manner permitted by law.

         Section 15. Waiver of Jury Trial. AS A MATERIAL INDUCEMENT FOR EACH
PARTY HERETO TO ENTER INTO THIS WARRANT, THE PARTIES HERETO HEREBY WAIVE ANY
RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING RELATED IN ANY WAY TO THIS
WARRANT AND/OR ANY AND ALL OF THE OTHER DOCUMENTS ASSOCIATED WITH THIS
TRANSACTION.

         IN WITNESS WHEREOF, the Company has caused this Warrant to be signed as
of the date first set forth above.

                                  CORD BLOOD AMERICA, INC.

                                  By:___________________________________________
                                  Name:     Matthew Schissler
                                  Title:    Chairman and Chief Executive Officer

                                       15




                                       16


                              EXHIBIT A TO WARRANT
                              --------------------

                                 EXERCISE NOTICE
                                 ---------------

                                 TO BE EXECUTED
                BY THE REGISTERED HOLDER TO EXERCISE THIS WARRANT

                            CORD BLOOD AMERICA, INC.

         The undersigned holder hereby exercises the right to purchase
______________ of the shares of Common Stock ("Warrant Shares") of Cord Blood
America, Inc., a Florida corporation (the "Company"), evidenced by the attached
Warrant (the "Warrant"). Capitalized terms used herein and not otherwise defined
shall have the respective meanings set forth in the Warrant.

         1. Form of Warrant Exercise Price. The Holder intends that payment of
the Warrant Exercise Price shall be made on a Cash Basis with respect to
______________ Warrant Shares.

         2. Payment of Warrant Exercise Price. The holder shall pay the sum of
$______________ to the Company in accordance with the terms of the Warrant.

         3. Delivery of Warrant Shares. The Company shall deliver to the holder
_________ Warrant Shares in accordance with the terms of the Warrant.

Date: _______________ __, ______


Name of Registered Holder

By:
   -----------------------------------------
Name:
     ---------------------------------------
Title:
      --------------------------------------

                                      A-1


                              EXHIBIT B TO WARRANT
                              --------------------

                              FORM OF WARRANT POWER
                              ---------------------

         FOR VALUE RECEIVED, the undersigned does hereby assign and transfer to
________________, Federal Identification No. __________, a warrant to purchase
____________ shares of the capital stock of Cord Blood America, Inc., a Florida
corporation, represented by warrant certificate no. _____, standing in the name
of the undersigned on the books of said corporation. The undersigned does hereby
irrevocably constitute and appoint ______________, attorney to transfer the
warrants of said corporation, with full power of substitution in the premises.

Dated:
      --------------------------------------          --------------------------

                                                      By:
                                                         -----------------------
                                                      Name:
                                                           ---------------------
                                                      Title:
                                                            --------------------

                                      B-1

EX-10.23

                                                                   EXHIBIT 10.23

                           PLEDGE AND ESCROW AGREEMENT

         THIS PLEDGE AND ESCROW AGREEMENT (the "Agreement") is made and entered
into as of April 27, 2005 (the "Effective Date") by and among CORNELL CAPITAL
PARTNERS, LP (the "Pledgee"), CORD BLOOD AMERICA, INC., a Florioda corporation
(the "Company"), Matthew L. Schissler and Stephanie A. Schissler (collectively
the "Pledgor") and DAVID GONZALEZ, ESQ., as escrow agent ("Escrow Agent").

                                    RECITALS:

         WHEREAS, in order to secure the full and prompt payment when due
(whether at the stated maturity, by acceleration or otherwise) of all of the
Company's obligations (the "Obligations") to the Pledgee or any successor to the
Pledgee under this Agreement, the Promissory Notes (the "Promissory Notes")
issued or to be issued by the Company to the Pledgee, either now or in the
future, up to a total of Three Hundred Fifty Thousand ($350,000) of principal,
plus any interest, costs, fees, and other amounts owed to the Pledgee
thereunder, and all other contracts entered into between the parties hereto
(collectively, the "Transaction Documents"), the Pledgor has agreed to
irrevocably pledge to the Pledgee a total of Eighteen Million Nine Hundred Forty
Four Thousand Three Hundred Three (18,944,313) shares (the "Pledged Shares") of
common stock of the Company beneficially owned by the Pledgor in the amounts set
forth next to each Pledgor's name on the signature page hereto.

         NOW, THEREFORE, in consideration of the mutual covenants, agreements,
warranties, and representations herein contained, and for other good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties hereto agree as follows:

                              TERMS AND CONDITIONS

         1. PLEDGE AND TRANSFER OF PLEDGED SHARES. The Pledgor hereby grants to
Pledgee an irrevocable, first priority security interest in all Pledged Shares
as security for the Company's obligations under the Transaction Documents. On or
before the closing of the Transaction Documents, the Pledgor shall deliver to
the Escrow Agent stock certificates representing the Pledged Shares, together
with duly executed stock powers or other appropriate transfer documents with
medallion bank guarantees and executed in blank by the Pledgor (the "Transfer
Documents"), and such stock certificates and Transfer Documents shall be held by
the Escrow Agent until the full payment of all Obligations due to the Pledgee
under the Transaction Documents, including the repayment of all amounts owed by
the Company to the Pledgee under the Promissory Notes (whether outstanding
principal, interest, legal fees, or any other amounts owed to the Pledgee by the
Company).

         2. RIGHTS RELATING TO PLEDGED SHARES. Upon the occurrence of an Event
of Default (as defined herein), the Pledgee shall be entitled to vote the
Pledged Shares, receive dividends and other distributions thereon, and enjoy all
other rights and privileges incident to the ownership of the number of Pledged
Shares actually released from escrow in accordance with Section 5.1 hereof.



         3. RELEASE OF PLEDGED SHARES FROM PLEDGE. Upon the full payment of all
Obligations due to the Pledgee under the Transaction Documents, including the
repayment of all amounts owed by the Company to the Pledgee under the Promissory
Notes (whether outstanding principal, interest, legal fees, and any other
amounts owed to the Pledgee by the Company), the parties hereto shall notify the
Escrow Agent to such effect in writing. Promptly upon receipt of such written
notice, the Escrow Agent shall return to the Pledgor the Transfer Documents and
the certificates representing the Pledged Shares (collectively the "Pledged
Materials"), whereupon any and all rights of Pledgee in the Pledged Materials
shall be terminated.

         4. EVENT OF DEFAULT. An "Event of Default" shall be deemed to have
occurred under this Agreement upon an Event of Default as defined in Section 11
of the Promissory Note.

         5. REMEDIES. Upon and anytime after the occurrence of an Event of
Default, the Pledgee shall have the right to provide written notice of such
Event of Default (the "Default Notice") to the Escrow Agent, with a copy to the
Pledgor. As soon as practicable after receipt of the Default Notice, the Escrow
Agent shall deliver to Pledgee the Pledged Materials held by the Escrow Agent
hereunder. Upon receipt of the Pledged Materials, the Pledgee shall have the
right to (i) sell the Pledged Shares and to apply the proceeds of such sales,
net of any selling commissions, to the Obligations owed to the Pledgor by the
Company under the Transaction Documents, including, without limitation,
outstanding principal, interest, legal fees, and any other amounts owed to the
Pledgee, and exercise all other rights and (ii) any and all remedies of a
secured party with respect to such property as may be available under the
Uniform Commercial Code as in effect in the State of New Jersey. To the extent
that the net proceeds received by the Pledgee are insufficient to satisfy the
Obligations in full, the Pledgee shall be entitled to a deficiency judgment
against the Pledgor or the Company for such amount. The Pledgee shall have the
absolute right to sell or dispose of the Pledged Shares in any manner it sees
fit and shall have no liability to the Pledgor, the Company or any other party
for selling or disposing of such Pledged Shares even if other methods of sales
or dispositions would or allegedly would result in greater proceeds than the
method actually used. The Escrow Agent shall have the absolute right to disburse
the Pledged Shares to the Pledgee in batches not to exceed 9.9% of the
outstanding capital of the Company (which limit may be waived by the Pledgee
providing not less than 65 days' prior written notice to the Escrow Agent). The
Pledgee shall return any Pledged Shares released to it and remaining after the
Pledgee has applied the net proceeds to all amounts owed to the Pledgee.

         Each right, power and remedy of the Pledgee provided for in this
Agreement or any other Transaction Document shall be cumulative and concurrent
and shall be in addition to every other such right, power or remedy. The
exercise or beginning of the exercise by the Pledgee of any one or more of the
rights, powers or remedies provided for in this Agreement or any other
Transaction Document or now or hereafter existing at law or in equity or by
statute or otherwise shall not preclude the simultaneous or later exercise by
the Pledgee of all such other rights, powers or remedies, and no failure or
delay on the part of the Pledgee to exercise any such right, power or remedy
shall operate as a waiver thereof. No notice to or demand on the Pledgor in any
case shall entitle it to any other or further notice or demand in similar or
other circumstances or constitute a waiver of any of the rights of the Pledgee
to any other further action in any circumstances without demand or notice. The
Pledgee shall have the full power to enforce or to assign or contract is rights
under this Agreement to a third party.

                                       2


         6.       REPRESENTATIONS, WARRANTIES AND COVENANTS.
                  ------------------------------------------

                  6.1 The Pledgor represents, warrants and covenants that:

                                    (i) the Pledgor is, and at the time when
pledged hereunder will be, the legal, beneficial and record owner of, and has
(and will have) good and valid title to, all Pledged Shares pledged by the
Pledgor hereunder, subject to no pledge, lien, mortgage, hypothecation, security
interest, charge, option or other encumbrance whatsoever;

                                    (ii) the Pledgor has full power, authority
and legal right to pledge all the Pledged Shares pledged by the Pledgor pursuant
to this Agreement; and

                                    (iii) all the Pledged Shares have been duly
and validly issued, are fully paid and non-assessable and are subject to no
options to purchase or similar rights.

                 6.2 The Pledgor covenants and agrees that it will take all
reasonable steps to defend the Pledgee's right, title and security interest in
and to the Pledged Shares and the proceeds thereof against the claims and
demands of all persons whomsoever (other than the Pledgee and the Escrow Agent);
and the Pledgor covenants and agrees that it will have like title to and right
to pledge any other property at any time hereafter pledged to the Pledgee as
Collateral hereunder and will likewise take all reasonable steps to defend the
right thereto and security interest therein of the Pledgee.

                  6.3 The Pledgor covenants and agrees that it will take no
action which would violate or be inconsistent with any of the terms of any
Transaction Document, or which would have the effect of impairing the position
or interests of the Pledgee under any Transaction Document.

                  6.4 The Pledgor represents, warrants and covenants that (i)
the Pledgor acquired 16,100,000 shares of Common Stock on March 31, 2004 in
exchange for the Pledgor's shares of Cord Partners, Inc. in connection with a
reverse merger in which the company acquired Cord Partners, Inc., of which
15,820,000 have been pledged to the Pledgee hereunder (ii) the Pledgor has owned
its shares of Cord Partners, Inc. since its inception in January 2003, (iii)
with respect to Matthew Schissler, the Pledgor acquired 3,124,313 of the Pledged
Shares in exchange for his shares of Career Channel, Inc. in connection with the
Company's acquisition of 100% of the outstanding shares of Career Channel, Inc.,
in February 2005, and (iv) this Agreement is made with recourse. Upon an Event
of Default, the Pledgee shall be deemed to have acquired the Pledged Shares on
the date they were acquired by the Pledgor. The Pledgor is an "affiliate" of the
Company, as such term is defined in Rule 144(a) promulgated under the Securities
Act of 1933, as amended.

         7.       CONCERNING THE ESCROW AGENT.
                  ----------------------------

                  7.1. The Escrow Agent undertakes to perform only such duties
as are expressly set forth herein and no implied duties or obligations shall be
read into this Agreement against the Escrow Agent.

                                       3


                  7.2. The Escrow Agent may act in reliance upon any writing or
instrument or signature which it, in good faith, believes to be genuine, may
assume the validity and accuracy of any statement or assertion contained in such
a writing or instrument, and may assume that any person purporting to give any
writing, notice, advice or instructions in connection with the provisions hereof
has been duly authorized to do so. The Escrow Agent shall not be liable in any
manner for the sufficiency or correctness as to form, manner, and execution, or
validity of any instrument deposited in this escrow, nor as to the identity,
authority, or right of any person executing the same; and its duties hereunder
shall be limited to the safekeeping of such certificates, monies, instruments,
or other document received by it as such escrow holder, and for the disposition
of the same in accordance with the written instruments accepted by it in the
escrow.

                  7.3. Pledgee and the Pledgor hereby agree, to defend and
indemnify the Escrow Agent and hold it harmless from any and all claims,
liabilities, losses, actions, suits, or proceedings at law or in equity, or any
other expenses, fees, or charges of any character or nature which it may incur
or with which it may be threatened by reason of its acting as Escrow Agent under
this Agreement; and in connection therewith, to indemnify the Escrow Agent
against any and all expenses, including attorneys' fees and costs of defending
any action, suit, or proceeding or resisting any claim (and any costs incurred
by the Escrow Agent pursuant to Sections 6.4 or 6.5 hereof). The Escrow Agent
shall be vested with a lien on all property deposited hereunder, for
indemnification of attorneys' fees and court costs regarding any suit,
proceeding or otherwise, or any other expenses, fees, or charges of any
character or nature, which may be incurred by the Escrow Agent by reason of
disputes arising between the makers of this escrow as to the correct
interpretation of this Agreement and instructions given to the Escrow Agent
hereunder, or otherwise, with the right of the Escrow Agent, regardless of the
instructions aforesaid, to hold said property until and unless said additional
expenses, fees, and charges shall be fully paid. Any fees and costs charged by
the Escrow Agent for serving hereunder shall be paid by the Pledgor.

                  7.4. If any of the parties shall be in disagreement about the
interpretation of this Agreement, or about the rights and obligations, or the
propriety of any action contemplated by the Escrow Agent hereunder, the Escrow
Agent may, at its sole discretion deposit the Pledged Materials with the Clerk
of the United States District Court of New Jersey, sitting in Newark, New
Jersey, and, upon notifying all parties concerned of such action, all liability
on the part of the Escrow Agent shall fully cease and terminate. The Escrow
Agent shall be indemnified by the Pledgor, the Company and Pledgee for all
costs, including reasonable attorneys' fees in connection with the aforesaid
proceeding, and shall be fully protected in suspending all or a part of its
activities under this Agreement until a final decision or other settlement in
the proceeding is received.

                  7.5. The Escrow Agent may consult with counsel of its own
choice (and the costs of such counsel shall be paid by the Pledgor and Pledgee)
and shall have full and complete authorization and protection for any action
taken or suffered by it hereunder in good faith and in accordance with the
opinion of such counsel. The Escrow Agent shall not be liable for any mistakes
of fact or error of judgment, or for any actions or omissions of any kind,
unless caused by its willful misconduct or gross negligence.

                                       4


                  7.6. The Escrow Agent may resign upon ten (10) days' written
notice to the parties in this Agreement. If a successor Escrow Agent is not
appointed within this ten (10) day period, the Escrow Agent may petition a court
of competent jurisdiction to name a successor.

                  7.7. Conflict Waiver. The Pledgor hereby acknowledges that the
Escrow Agent is general counsel to the Pledgee, a partner in the general partner
of the Pledgee, and counsel to the Pledgee in connection with the transactions
contemplated and referred herein. The Pledgor agrees that in the event of any
dispute arising in connection with this Agreement or otherwise in connection
with any transaction or agreement contemplated and referred herein, the Escrow
Agent shall be permitted to continue to represent the Pledgee and the Pledgor
will not seek to disqualify such counsel and waives any objection Pledgor might
have with respect to the Escrow Agent acting as the Escrow Agent pursuant to
this Agreement.

                  7.8. Notices. Unless otherwise provided herein, all demands,
notices, consents, service of process, requests and other communications
hereunder shall be in writing and shall be delivered in person or by overnight
courier service, or mailed by certified mail, return receipt requested,
addressed:

If to the Company, to:            Cord Blood America, Inc.
                                  9000 W. Sunset Boulevard, Suite 4000
                                  Los Angeles, CA 90069
                                  Attention:        Matthew Schissler
                                  Telephone:        (310) 432-4090
                                  Facsimile:        (310) 432-4098

With a copy to:                   Kirkpatrick & Lockhart Nicholson Graham, LLP
                                  201 South Biscayne Boulevard, Suite 2000
                                  Miami, Florida 33131
                                  Attention:        Clayton E. Parker, Esq.
                                  Telephone:        (305) 539-3306
                                  Facsimile:        (305) 328-7095

If to the Pledgee:                Cornell Capital Partners LP
                                  101 Hudson Street, Suite 3700
                                  Jersey City, NJ 07302
                                  Attention:        Mark A. Angelo
                                  Telephone:        (201) 985-8300
                                  Facsimile:        (201) 985-8744

With copy to:                     Cornell Capital Partners, LP
                                  101 Hudson Street, Suite 3700
                                  Jersey City, NJ 07302
                                  Attention:        Troy J. Rillo, Esquire
                                  Telephone:        (201) 985-8300
                                  Facsimile:        (201) 985-1964

                                       5


If to the Pledgor, to:            Cord Blood America, Inc.
                                  9000 W. Sunset Boulevard, Suite 4000
                                  Los Angeles, CA 90069
                                  Attention:        Matthew Schissler
                                  Telephone:        (310) 432-4090
                                  Facsimile:        (310) 432-4098

Any such notice shall be effective (a) when delivered, if delivered by hand
delivery or overnight courier service, or (b) five (5) days after deposit in the
United States mail, as applicable.

         8. BINDING EFFECT. All of the covenants and obligations contained
herein shall be binding upon and shall inure to the benefit of the respective
parties, their successors and assigns.

         9. GOVERNING LAW; VENUE; SERVICE OF PROCESS. The validity,
interpretation and performance of this Agreement shall be determined in
accordance with the laws of the State of New Jersey applicable to contracts made
and to be performed wholly within that state except to the extent that Federal
law applies. The parties hereto agree that any disputes, claims, disagreements,
lawsuits, actions or controversies of any type or nature whatsoever that,
directly or indirectly, arise from or relate to this Agreement, including,
without limitation, claims relating to the inducement, construction, performance
or termination of this Agreement, shall be brought in the state superior courts
located in Hudson County, New Jersey or Federal district courts located in
Newark, New Jersey, and the parties hereto agree not to challenge the selection
of that venue in any such proceeding for any reason, including, without
limitation, on the grounds that such venue is an inconvenient forum. The parties
hereto specifically agree that service of process may be made, and such service
of process shall be effective if made, pursuant to Section 8 hereto.

         10. ENFORCEMENT COSTS. If any legal action or other proceeding is
brought for the enforcement of this Agreement, or because of an alleged dispute,
breach, default or misrepresentation in connection with any provisions of this
Agreement, the successful or prevailing party or parties shall be entitled to
recover reasonable attorneys' fees, court costs and all expenses even if not
taxable as court costs (including, without limitation, all such fees, costs and
expenses incident to appeals), incurred in that action or proceeding, in
addition to any other relief to which such party or parties may be entitled.

         11. REMEDIES CUMULATIVE. No remedy herein conferred upon any party is
intended to be exclusive of any other remedy, and each and every such remedy
shall be cumulative and shall be in addition to every other remedy given
hereunder or now or hereafter existing at law, in equity, by statute, or
otherwise. No single or partial exercise by any party of any right, power or
remedy hereunder shall preclude any other or further exercise thereof.

         12. COUNTERPARTS. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute the same instrument.

                                       6


         13. NO PENALTIES. No provision of this Agreement is to be interpreted
as a penalty upon any party to this Agreement.

         14. JURY TRIAL. EACH OF THE PLEDGEE AND THE PLEDGOR HEREBY KNOWINGLY,
VOLUNTARILY AND INTENTIONALLY WAIVES THE RIGHT WHICH IT MAY HAVE TO A TRIAL BY
JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION BASED HEREON, OR ARISING
OUT OF, UNDER OR IN ANY WAY CONNECTED WITH THE DEALINGS BETWEEN PLEDGEE AND
PLEDGOR, THIS PLEDGE AND ESCROW AGREEMENT OR ANY DOCUMENT EXECUTED IN CONNECTION
HEREWITH, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER ORAL
OR WRITTEN) OR ACTIONS OF ANY PARTY HERETO OR THERETO IN EACH CASE WHETHER NOW
EXISTING OR HEREAFTER ARISING, AND WHETHER IN CONTRACT, TORT, EQUITY OR
OTHERWISE.

                           [SIGNATURE PAGE TO FOLLOW]


                                       7


         IN WITNESS WHEREOF, the parties hereto have duly executed this Pledge
and Escrow Agreement as of the date first above written.


                           CORNELL CAPITAL PARTNERS, LP

                           By:      Yorkville Advisors, LLC
                           Its:     General Partner


                           By:
                              ----------------------------------------
                           Name:    Mark Angelo
                           Title:   Portfolio Manager

                           PLEDGOR

                           Matthew L. Schissler
                           10,894,313 Shares

                           -------------------------------------------

                           Stephanie A. Schissler
                           8,050,000 Shares

                           -------------------------------------------

                           CORD BLOOD AMERICA, INC.

                           By:
                           Name:     Matthew Schissler
                           Title: Chairman and Chief Executive Officer


                           ESCROW AGENT


                           By:
                              -----------------------------------------
                           Name:    David Gonzalez, Esq.



         FOR VALUE RECEIVED, the Pledgor hereby unconditionally and absolutely
guarantees the Company's Obligations (as defined above). This Agreement is made
with recourse.

Matthew L. Schissler                         Stephanie A. Schissler

- ---------------------------------           ---------------------------------

                                       8

EX-10.24

                                                                   EXHIBIT 10.24

                               EXCHANGE AGREEMENT

         THIS EXCHANGE AGREEMENT is entered into as of April 30, 2005 by and
among CORD BLOOD AMERICA, INC., a Florida corporation ("CBA"), FAMILY MARKETING
LLC, a Delaware limited liability company (the "Shareholder"), and FAMILY
MARKETING, INC., a Nevada corporation ("FMI").

                                    RECITALS:

         WHEREAS, the respective managements of each of CBA and FMI have
determined that it is in the best interests of the parties that CBA acquire 100%
of the issued and outstanding shares of common stock of FMI in exchange for the
issuance of a certain number of shares of common stock of CBA to the Shareholder
on the terms set forth in this Exchange Agreement (the "Exchange");

         WHEREAS, the Shareholder desires to exchange its shares of common stock
of FMI for shares of common stock of CBA pursuant to the Exchange; and

         WHEREAS, CBA, FMI and the Shareholder desire to set forth in this
Exchange Agreement (the "Agreement") the terms of exchange, which is intended to
constitute a tax-free reorganization pursuant to the provisions of Section
368(a)(1)(B) of the Internal Revenue Code of 1986;

         NOW THEREFORE, in consideration of the recitals and the respective
representations, warranties, covenants and agreements of the parties set forth
herein, each of the parties agrees as follows:

                                    ARTICLE 1
                                PLAN OF EXCHANGE

         1.01     THE EXCHANGE.
                  -------------

                  (a)      The Shareholder hereby assigns, transfers and conveys
                           to CBA, free and clear of all liens, pledges,
                           encumbrances, charges, restrictions or claims of any
                           kind, nature, or description, 100 shares of common
                           stock of FMI , constituting 100% of the issued and
                           outstanding shares of common stock of FMI, with the
                           objective of such Exchange being the acquisition by
                           CBA of 100% of the issued and outstanding shares of
                           common stock of FMI.

                  (b)      In exchange for the transfer of the shares of common
                           stock of FMI by the Shareholder, CBA is issuing and
                           transferring to the Shareholder 95,200 shares of
                           common stock of CBA (the "Shares").



                  (c)      Payment of $3,555.15 to Family Marketing, LLC. within
                           30 days of a fully executed agreement. This
                           constitutes remaining balance of out of pocket
                           expenses to be reimbursed.

                  (d)      Simultaneously with the execution and delivery of
                           this Agreement, the Shareholder is delivering to CBA
                           the certificate or certificates representing all of
                           its shares of common stock of FMI. As soon as
                           practical after the date of this Agreement, CBA shall
                           issue to the Shareholder a certificate evidencing its
                           interest in the Shares.

                  (e)      Upon execution of the Buy/Sell agreement between Cord
                           Blood America and Family, Marketing LLC., in addition
                           to the previously noted assets to which are being
                           acquired, Family Marketing, Inc. has been granted by
                           Gecko Media,Inc. a nonexclusive, worldwide, perpetual
                           license to use, adapt, edit, and display the Gecko
                           Media Lead System, and Gecko Media, Inc. acknowledges
                           that it has the authority to grant such rights to
                           Family Marketing, Inc. Family Marketing, Inc. agrees
                           not to sell, publish or distribute the Gecko Media
                           Lead System (in both object and source code formats)
                           without first obtaining written permission from Gecko
                           Media, Inc. Gecko Media, Inc. does not warrant that
                           the Gecko Media Lead System will operate error-free.
                           The Gecko Media Lead System is provided on an 'AS IS'
                           basis without any warranties of any kind. In no event
                           shall Gecko Media,Inc. be liable for any damages
                           whatsoever (Including, without limitation,incidental
                           and consequential damages, lost profits, or damages
                           resulting from lost data or business interruption)
                           resulting from the use or inability to use the lead
                           system or the code, whether based on warranty,
                           contract,tort, or any other legal theory, and whether
                           or not Gecko Media, Inc. is advised of the
                           possibility of such damages. Gecko Media, Inc.
                           recognizes that all consumer data (leads) collected,
                           either with or without the use of the Gecko Media
                           Lead System (in both object and source code formats)
                           is the sole property of Family Marketing, Inc. its
                           subsidiaries or parent companies if any. Gecko Media,
                           Inc. agrees that it will not copy, solicit, divert
                           and/or remarke to any consumer data (leads) or
                           information collected by Family Marketing, Inc for
                           its own .

                                       2


                                   ARTICLE II
             REPRESENTATIONS, WARRANTIES, COVENANTS, AND AGREEMENTS
             ------------------------------------------------------
                                 CONCERNING FMI
                                 --------------

         In order to induce CBA to execute and deliver this Agreement, and to
perform its obligations hereunder, each of the Shareholder and FMI, jointly and
severally, represents and warrants to CBA, and covenants and agrees with CBA, as
follows:

         2.01     ORGANIZATION. FMI is a corporation duly organized, validly
                  existing, and in good standing under the laws of the State of
                  Florida and has the corporate power and is duly authorized,
                  qualified, franchised, and licensed under all applicable laws,
                  regulations, ordinances, and orders of public authorities to
                  own all of its properties and assets and to carry on its
                  business in all material respects as it is now being
                  conducted, including qualifications to do business as a
                  foreign corporation in the states and countries in which the
                  charter and location of the assets owned by it or the nature
                  of the business transacted by it requires qualification,
                  except where failure to be so qualified would not have a
                  material adverse effect on its business. True, complete and
                  correct copies of the articles of incorporation and bylaws of
                  FMI as in effect on the date hereof have previously been
                  delivered to CBA. The execution and delivery of this Agreement
                  does not, and the consummation of the transactions
                  contemplated hereby will not, violate any provision of FMI's
                  articles of incorporation or bylaws. FMI has taken all actions
                  required by law, its articles of incorporation, or otherwise
                  to authorize the execution and delivery of this Agreement. FMI
                  has full power, authority, and legal right and has taken all
                  action required by law, its articles of incorporation, and
                  otherwise to consummate the transactions herein contemplated.

         2.02     CAPITALIZATION. The authorized capital of FMI consists of
                  10,000 shares of common stock, no par value, of which 100
                  shares are currently issued and outstanding. All issued and
                  outstanding shares of common stock of FMI are legally issued,
                  fully paid, and non-assessable and not issued in violation of
                  the preemptive and other rights of any person

         2.03     FINANCIAL AND TAX INFORMATION.

                  (a)      FMI has never filed a federal or state income tax
                           return.

                  (b)      FMI has no liabilities with respect to the payment of
                           any federal, state, county, or local or other taxes
                           (including any deficiencies, interest or penalties),
                           except for taxes accrued but not yet due and payable.

                  (c)      The books and records, financial and otherwise, of
                           FMI are in all material respects complete and correct
                           and have been maintained in accordance with good
                           business and accounting practices.

                  (d)      FMI has no material liabilities, direct or indirect,
                           matured or unmatured, contingent or otherwise.

                                       3


         2.04     INFORMATION. The information concerning FMI set forth in this
                  Agreement is complete and accurate in all material respects
                  and does not contain any untrue statement of a material fact
                  or omit to state a material fact required to make the
                  statement made, in light of the circumstances under which it
                  was made, not misleading. In addition, FMI has fully disclosed
                  in writing to CBA all information relating to matters
                  involving FMI or its assets or its present or past operations
                  or activities which (i) indicated or may indicate, in the
                  aggregate, the existence of a greater than $25,000 liabiltiy
                  or diminution in value, (ii) have led or may lead to a
                  competitive disadvantage on the part of FMI or (iii) either
                  alone or in aggregation with other information covered by this
                  Section, otherwise have led or may lead to a material adverse
                  effect on the transactions contemplated herein or on FMI, its
                  assets, or its operations or activities as presently conducted
                  or as contemplated to be conducted after the date hereof,
                  including, but not limited to, information relating to
                  governmental, employee, environmental, litigation and
                  securities matters and transactions with affiliates.

         2.05     OPTIONS OR WARRANTS. There are no options, warrants, calls, or
                  commitments of any character relating to the authorized and
                  unissued FMI common stock.

         2.06     ABSENCE OF CERTAIN CHANGES OR EVENTS. Except as set forth in
                  this Agreement or otherwise disclosed in writing to CBA, since
                  April 30, 2005:

                  (a)      There has not been (i) any material adverse change in
                           the business, operations, properties, assets, or
                           condition of FMI or (ii) any damage, destruction, or
                           loss to FMI (whether or not covered by insurance)
                           materially and adversely affecting the business,
                           operations, properties, assets, or condition of FMI;

                  (b)      FMI has not (i) amended its articles of incorporation
                           or bylaws; (ii) declared or made, or agreed to
                           declare or make, any payment of dividends or
                           distributions of any assets of any kind whatsoever to
                           stockholders or purchased or redeemed, or agreed to
                           purchase or redeem, any of its capital stock; (ii)
                           waived any rights of value which in the aggregate are
                           outside of the ordinary course of business or
                           material considering the business of FMI; (iv) made
                           any material change in its methods of management,
                           operation or accounting; (v) entered into any other
                           material transaction other than sales in the ordinary
                           course of its business; (vi) made any accrual or
                           arrangement for payment of bonuses or special
                           compensation of any kind or any severance or
                           termination pay to any present or former officer or
                           employee; (vii) increased the rate of compensation
                           payable or to become payable by it to any officers or
                           directors or any of its salaried employees whose
                           monthly compensation exceeds $1,000; or (viii) made
                           any increase in any profit sharing, bonus, deferred
                           compensation, insurance, pension, retirement, or
                           other employee benefit plan, payment, or arrangement


                                       4


                           made to, for, or with its officers, directors, or
                           employees.

                  (c)      FMI has not (i) borrowed or agreed to borrow any
                           funds or incurred, or become subject to, any material
                           obligation or liability (absolute or contingent)
                           except as disclosed herein and except liabilities
                           incurred in the ordinary course of business; (ii)
                           paid or agreed to pay any material obligations or
                           liability (absolute or contingent) other than current
                           liabilities reflected in or shown on the most recent
                           FMI balance sheet, and current liabilities incurred
                           since that date in the ordinary course of business
                           and professional and other fees and expenses in
                           connection with the preparation of this Agreement and
                           the consummation of the transactions contemplated
                           hereby; (iii) sold or transferred, or agreed to sell
                           or transfer, any of its assets, properties, or rights
                           (except assets, properties, or rights not used or
                           useful in its business which, in the aggregate have a
                           value of less than $1,000), or canceled, or agreed to
                           cancel, any debts or claims (except debts or claims
                           which the aggregate are of a value of less than
                           $1,000); (iv) made or permitted any amendment or
                           termination of any contract, agreement, or license to
                           which it is a party if such amendment or termination
                           is material, considering the business of FMI; or (v)
                           issued, delivered, or agreed to issue or deliver any
                           stock, bonds or other corporate securities including
                           debentures (whether authorized and unissued or held
                           as treasury stock); and

                  (d)      to the best knowledge of FMI, FMI has not become
                           subject to any law or regulation which materially and
                           adversely affects, or in the future may adversely
                           affect the business, operations, properties, assets,
                           or condition of FMI.

         2.07     TITLE AND RELATED MATTERS. FMI has good and marketable title
                  to all of its properties and assets, real and personal, which
                  are reflected in the most recent FMI balance sheet or acquired
                  after that date (except properties and assets sold or
                  otherwise disposed of since such date in the ordinary course
                  of business), free and clear of all liens, pledges, charges,
                  or encumbrances except (a) statutory liens or claims not yet
                  delinquent and (b) such imperfections of title and easements
                  as do not and will not materially detract from or interfere
                  with the present or proposed use of the properties subject
                  hereto or affected thereby or otherwise materially impair
                  present business operations on such properties. FMI owns, free
                  and clear of any liens, claims, encumbrances, royalty
                  interests, or other restrictions or limitations of any nature
                  whatsoever, any and all products and services it is currently
                  providing, including the underlying technology and data, and
                  all procedures, techniques, marketing plans, business plans,
                  methods of management, or other information utilized in
                  connection with FMI's business. No third party has any right
                  to, and FMI has not received any notice of infringement of or
                  conflict with asserted rights of others with respect to any


                                       5


                  product, technology, data, trade secrets, know-how, propriety
                  techniques, trademarks, service marks, trade names, or
                  copyrights which, individually or in the aggregate, if the
                  subject of an unfavorable decision, ruling or finding, would
                  have a materially adverse effect on the business, operations,
                  financial condition, income, or business prospects of FMI or
                  any material portion of its properties, assets, or rights.

         2.08     LITIGATIONS AND PROCEEDINGS. There are no actions, suits,
                  proceedings, or investigations pending or, to the knowledge of
                  FMI after reasonable investigation, threatened by or against
                  FMI or affecting FMI or its properties and assets, at law or
                  in equity, before any court or other governmental agency or
                  instrumentality , domestic or foreign, or before any
                  arbitrator of any kind. FMI does not have any knowledge of any
                  material default on its part with respect to any judgment,
                  order, injunction, decree, award, rule or regulation of any
                  court, arbitrator, or governmental agency or instrumentality.

         2.09     MATERIAL AGREEMENTS.
                  --------------------

                  (a)      Except for that certain Contribution and Royalty
                           Agreement dated April 22, 2005 by and between the
                           Shareholder and FMI, there are no "material"
                           contracts, agreements, franchises, licenses, license
                           agreements, debt instruments or other commitments to
                           which FMI is a party or by which it or any of its
                           assets, products, technology, or properties are bound
                           other than those incurred in the ordinary course of
                           business (as used in this Agreement, a "material"
                           contract, agreement, franchise, license agreement,
                           debt instrument or commitment is one which (i) will
                           remain in effect for more than six (6) months after
                           the date of this Agreement or (ii) involves aggregate
                           obligations of at least fifty thousand dollars
                           ($50,000));

                  (b)      All contracts, agreements, franchises, license
                           agreements, and other commitments to which FMI is a
                           party or by which its properties are bound and which
                           are material to the operations of FMI taken as a
                           whole are valid and enforceable by FMI in all
                           respects, except as limited by bankruptcy and
                           insolvency laws and by other laws affecting the
                           rights of creditors generally;

                  (c)      FMI is not a party to or bound by, and the properties
                           of FMI are not subject to any contract, agreement,
                           other commitment or instrument; any charter or other
                           corporate restriction; or any judgment, order, writ,
                           injunction, decree, or award which materially and
                           adversely affects, the business operations,
                           properties, assets, or condition of FMI; and

                  (d)      Except as previously disclosed in writing to CBA, FMI
                           is not a party to any oral or written (i) contract
                           for the employment of any officer or employee which


                                       6


                           is not terminable on 30 days or less notice; (ii)
                           profit sharing, bonus, deferred compensation, stock
                           option, severance pay, pension benefit or retirement
                           plan, (iii) agreement, contract or indenture relating
                           to the borrowing of money, (iv) guaranty of any
                           obligation, other than one on which FMI is a primary
                           obligor, for the borrowing of money or otherwise,
                           excluding endorsements made for collection and other
                           guaranties of obligations which, in the aggregate do
                           not exceed more than one year or providing for
                           payments in excess of $25,000 in the aggregate; (vi)
                           collective bargaining agreement; or (vii) agreement
                           with any present or former officer or director of
                           FMI.


         2.10               MATERIAL CONTRACT DEFAULTS. FMI is not in default in
                            any material respect under the terms of any
                            outstanding contract, agreement, lease, or other
                            commitment which is material to the business,
                            operations, properties, assets or condition of FMI.

         2.11               NO CONFLICT WITH OTHER INSTRUMENTS. The execution of
                            this Agreement and the consummation of the
                            transactions contemplated by this Agreement will not
                            result in the breach of any term or provision of,
                            constitute an event of default under, or terminate,
                            accelerator modify the terms of, any material
                            indenture, mortgage, deed of trust, or other
                            material contract, agreement, or instrument to which
                            FMI is a party or to which any of its properties or
                            operations are subject.

         2.12     GOVERNMENTAL AUTHORIZATIONS. FMI has all licenses, franchises,
                  permits, and other governmental authorizations that are
                  legally required to enable it to conduct its business in all
                  material respects as conducted on the date hereof. No
                  authorization, approval, consent, or order of, or
                  registration, declaration, or filing with, any court or other
                  governmental body is required in connection with the execution
                  and delivery by FMI of this Agreement and the consummation by
                  FMI of the transactions contemplated hereby.

         2.13     COMPLIANCE WITH LAWS AND REGULATIONS. FMI has complied with
                  all applicable laws, statutes, rules and regulations of all
                  federal, state and other governmental entities and agencies,
                  except to the extent that noncompliance would not materially
                  and adversely affect the business, operations, properties,
                  assets, or condition of FMI or except to the extent that
                  noncompliance would not result in the occurrence of any
                  material liability for FMI.

         2.14     INSURANCE. FMI has no insurance.

         2.15     APPROVAL OF AGREEMENT. The board of directors of FMI has
                  authorized the execution and delivery of this Agreement by FMI
                  and has approved this Agreement and the transactions
                  contemplated hereby.

                                       7


         2.16     VALID OBLIGATION. This Agreement constitutes the valid and
                  binding obligations of FMI and is enforceable in accordance
                  with its terms.

                                   ARTICLE III
               CERTAIN REPRESENTATIONS, WARRANTIES, COVENANTS AND
               --------------------------------------------------
                         AGREEMENTS OF THE SHAREHOLDER
                         -----------------------------

         In order to induce CBA to execute and deliver this Agreement, and to
perform its obligations hereunder, the Shareholder represents and warrants to,
and covenants and agrees with CBA as follows:

                  (a)      The Shareholder acknowledges that the offer, issuance
                           and sale to it of the Shares is intended to be exempt
                           from the registration requirements of the Securities
                           Act of 1933, as amended (the "Act"), in reliance on
                           one or more exemptions for private offerings.

                  (b)      The Shareholder acknowledges receipt of the CBA's
                           Amendment Number 2 to Registration Statement on Form
                           10-SB and CBA's Quarterly Report on Form 10-QSB for
                           the period ended September 30, 2004 filed with the
                           Securities and Exchange Commission and the exhibits
                           attached thereto (collectively, the "Disclosure
                           Documents"). The Shareholder acknowledges that
                           neither this offering nor the Disclosure Documents
                           have been passed upon or the merits thereof approved
                           by any governmental authority.

                  (c)      The Shareholder represents and warrants to CBA that
                           the Shareholder, by and through its managers,
                           directors, officers, employees and agents, (i) has
                           thoroughly reviewed and understood the Disclosure
                           Documents, and (ii) has had the opportunity to ask
                           questions of, and to receive answers from, officers
                           and employees of CBA concerning CBA and its business,
                           affairs and operations, and the transactions
                           contemplated by this Agreement, and to obtain any
                           additional information necessary to verify the
                           accuracy of the Disclosure Documents. The Shareholder
                           acknowledges that CBA's officers and employees have
                           answered all inquiries made on behalf of the
                           Shareholder to the satisfaction of the person or
                           persons making such inquiry.

                  (d)      The Shareholder represents and warrants to CBA that
                           the Shareholder, by virtue of his education, training
                           and experience, has such knowledge and experience in
                           financial and business matters that he is capable of
                           understanding the information provided to it by CBA
                           and of evaluating the merits and risks of his
                           investment in the Shares.

                                       8


                  (e)      The Shareholder represents and warrants to CBA that
                           he is an "accredited investor" as such term is
                           defined in Regulation D promulgated by the Securities
                           and Exchange Commission under the Act.

                  (f)      The Shares are being acquired solely for the account
                           of the Shareholder, for investment, and not with a
                           view to, or for resale in connection with, any
                           "distribution" within the meaning of the Act. By such
                           representation, the Shareholder means that no other
                           person has a beneficial interest in the Shares, and
                           that no other person has furnished or will furnish,
                           directly or indirectly, any part of or guarantee the
                           payment of any part of the consideration paid to CBA
                           in connection therewith. The Shareholder does not
                           intend to distribute all or any part of the Shares
                           and understands that the Shares are being offered
                           pursuant to a specific exemption or exemptions under
                           the provisions of the Act, which exemption(s)
                           depends, among other things, upon the investment
                           intent of the Shareholder. The Shareholder realizes
                           that, in the view of the Securities and Exchange
                           Commission, a purchase now with an intent to resell
                           by reason of any foreseeable specific contingency or
                           an anticipated change in market value or in the
                           condition of CBA or of its property, or in connection
                           with a contemplated liquidation or settlement of any
                           loan obtained by the Shareholder for the acquisition
                           of such security would represent a purchase with an
                           intent inconsistent with the foregoing representation
                           by the Shareholder, and that such a sale or
                           disposition might be regarded as a deferred sale as
                           to which the exemption is not available.

                  (g)      The Shareholder understands and acknowledges that CBA
                           has not registered, and has no obligation or present
                           intention to register, under the Act or any
                           applicable securities laws of any jurisdiction of the
                           Shares. The Shareholder further acknowledges that no
                           representations to the contrary have been made by any
                           person on behalf of CBA in connection with his
                           acquisition of the Shares.

                  (h)      The Shareholder acknowledges and agrees that the
                           Shares may not be sold, assigned, transferred,
                           conveyed, pledged or otherwise disposed of unless
                           they are registered under the Act or an exemption
                           from such registration is available. The Shareholder
                           acknowledges and agrees that the Shares constitute
                           "restricted securities," as such term is defined in
                           Rule 144 promulgated by the Securities and Exchange
                           Commission under the Act, and, unless sooner
                           registered for sale under the Act, may not be sold
                           for a period of one year from and after the date of
                           this Agreement. Stop transfer instructions will be
                           placed by CBA against the Shares and CBA shall not
                           permit the transfer or other disposition of the
                           Shares, unless and until such transfer or other


                                       9


                           disposition complies with all applicable laws, rules
                           and regulations.

                  (i)      The Shareholder acknowledges that any and all
                           certificates representing the Shares will bear a
                           restrictive legend in substantially the following
                           form:

                  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 ACTOF 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 AND ANY OTHER APPLICABLE SECURITIES LAWS.

                  (j)      The Shareholder represents and warrants to CBA that
                           (i) he has full power and authority to execute and
                           deliver this Agreement, (ii) this Agreement has been
                           duly and validly executed and delivered by the
                           Shareholder and constitutes the legal, valid and
                           binding obligation of the Shareholder and (iii) this
                           Agreement is enforceable against the Shareholder in
                           accordance with its terms.

                                   ARTICLE IV
          REPRESENTATIVES, WARRANTIES, COVENANTS AND AGREEMENTS OF CBA
          ------------------------------------------------------------

         In order to induce FMI and the Shareholder to execute and deliver this
Agreement, and to perform their respective obligations hereunder, CBA represents
and warrants to FMI and each of the Shareholder as follows:



         4.01     ORGANIZATION. CBA is a corporation duly organized, validly
                  existing, and in good standing under the laws of the State of
                  Florida and has the corporate power and is duly authorized,
                  qualified, franchised, and licensed under all applicable laws,
                  regulations, ordinances, and orders of public authorities to
                  own all of its properties and assets, to carry on its business
                  in all material respects as it is now being conducted, and
                  except where failure to be so qualified would not have a
                  material adverse effect on its business, there is no
                  jurisdiction in which it is not qualified in which the
                  character and location of the assets owned by it or the nature
                  of the business transacted by it requires qualification. The
                  execution and delivery of this Agreement does not, and the


                                       10


                  consummation of the transactions contemplated hereby will not,
                  violate any provision of CBA's certificate of incorporation or
                  bylaws.

         4.02     AUTHORITY AND VALIDITY. CBA has full power and authority to
                  execute and deliver this Agreement and to perform its
                  obligations hereunder, (ii) the execution and delivery by CBA
                  of this Agreement and the performance by it of its obligations
                  hereunder have been authorized by all necessary corporate
                  action of CBA, (iii) this Agreement has been duly and validly
                  executed and delivered by CBA and constitutes the legal, valid
                  and binding obligation of CBA and (iv) this Agreement is
                  enforceable against CBA in accordance with its terms.

                                    ARTICLE V
                            SURVIVAL AND INDEMNITIES
                            ------------------------

         5.01     SURVIVAL. All of the representations, warranties, covenants,
                  agreements and indemnities of the parties set forth in this
                  Agreement shall survive the consummation of the transactions
                  contemplated by this Agreement, notwithstanding any audit or
                  investigation made by or on behalf of any such party.

         5.02     INDEMNIFICATION OF CBA. Each of the Shareholder and FMI shall
                  jointly and severally indemnity and hold harmless CBA from,
                  against and in respect of the full amount of any and all
                  liabilities, damages, claims, taxes, deficiencies,
                  assessments, losses, penalties, interest, costs and expenses
                  (including without limitation fees and disbursements of trial
                  and appellate counsel)(collectively, the "Indemnified
                  Expenses") arising from, in connection with, or incident to
                  any breach or violation of any or all of the representations,
                  warranties, covenants and agreements made by it or him in this
                  Agreement.

         5.03     INDEMNIFICATION OF THE SHAREHOLDER AND FMI. CBA shall
                  indemnify and hold harmless the Shareholder and FMI from,
                  against and in respect of the full amount of any and all
                  Indemnified Expenses arising from, in connection with, or
                  incident to any breach or violation of any or all of the
                  representations, warranties, covenants and agreements made by
                  CBA in this Agreement.

                                       11


                                   ARTICLE VI
                                  RESIGNATIONS
                                  ------------

         Simultaneously with the execution and delivery of this Agreement, each
of Aaron Houck and Stephen Weir are resigning as directors and officers of FMI.

                                   ARTICLE VII
                            MISCELLANEOUS PROVISIONS
                            ------------------------

         7.01     EXPENSES. All of the legal, accounting and other costs and
                  expenses incurred in connection with this Agreement and the
                  transactions contemplated hereby shall be borne and paid by
                  the party to this Agreement incurring such costs and expenses,
                  and no party shall be obligated for any cost or expense
                  incurred by any other party to this Agreement, except that CBA
                  shall bear the entire expense of the audit of the financial
                  statements of FMI.

         7.02     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 conflicts of law thereof.

         7.03     ENTIRE AGREEMENT. This Agreement, together with the exhibit
                  attached hereto, constitutes the entire agreement among the
                  parties with respect to the subject matter hereof and
                  supersedes all prior agreements, understandings, negotiations
                  and arrangements, both oral and written among the parties with
                  respect to such subject matter. This Agreement may not be
                  amended or modified in any manner, except by a written
                  instrument executed by all of the parties hereto.

         7.04     BENEFITS: BINDING EFFECT. This Agreement shall be for the
                  benefit of, and shall be binding upon, the parties hereto and
                  their respective heirs, personal representatives, executors,
                  legal representatives, successors and assigns.

         7.05     JURISDICTION AND VENUE. Any claim or dispute arising out of,
                  connected with, or in any way related to this Agreement shall
                  be instituted by the complaining party and adjudicated in a
                  court of competent jurisdiction located in Orange County,
                  Florida, and the parties to this Agreement consent to the
                  personal jurisdiction of and venue of such courts. In no event
                  shall any party to this Agreement contest the personal
                  jurisdiction of such courts over or the venue of such courts.

                                       12


         7.06     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.

         7.07     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 as of the date first written above.


CORD BLOOD AMERICA, INC.                    FAMILY MARKETING, LLC



By_______________________________           By__________________________________
         Matthew L. Schissler,                       Aaron Houck, Manager
         Chief Executive Officer


                                            By__________________________________
                                                     Stephen Weir, Manager



                                            FAMILY MARKETING, INC.


                                            By__________________________________
                                                     Aaron Houck, President

                                       13

EX-99.6

                                                                    EXHIBIT 99.6

PRESS RELEASE                                   Source: Cord Blood America, Inc.

CORD BLOOD AMERICA ANNOUNCES ACQUISITION OF FAMILY
MARKETING, INC.
Monday May 2, 9:28 am ET

LOS ANGELES, CA--(MARKET WIRE)--May 2, 2005 -- Cord Blood America, Inc. (OTC
BB:CBAI.OB - News) the parent company of Cord Partners, a family cord blood
preservation company, announced today that it has acquired Family Marketing,
Inc. of Tampa, FL. Family Marketing specializes in marketing strategy
surrounding expectant and new parents. This acquisition adds the Family
Marketing property to the family of Cord Blood America companies, which provide
technology-based support and services for expectant parents.

The terms of the acquisition provide for Cord Blood America to pay the founders
of Family Marketing, Inc, $7,110.29, payable in 2 equal cash payments, and a 2%
cash royalty for three years on the operating revenue of this acquisition. Cord
Blood America will also issue a total of 95,200 shares of CBAI.ob restricted
stock to the Family Marketing, Inc. founders. Based on the historical financial
performance of Family Marketing, Inc., Cord Blood America expects the subsidiary
to contribute approximately $180,000 in annual revenue and $72,000 in operating
income each year to the Company.

"Family Marketing significantly expands Cord Partners' reach and range of
services," said Matthew L. Schissler, Chairman & CEO of Cord Blood America. "We
will be able to offer our cord blood storage customers a multitude of free and
discounted offers from our partners that are not usually made available to the
general public."

Aaron Houck, founder of Family Marketing, adds, "We have a proven ability to
develop custom campaigns targeting this valuable market. Aligning with Cord
Blood America made perfect sense to help our clients achieve optimal return on
their marketing investment."

About Cord Blood America

Cord Blood America (OTC BB:CBAI.OB - News) is the parent company of Cord
Partners, which facilitates umbilical cord blood banking for expectant parents
and their children. Its mission is to be the most respected stem cell
preservation company in the industry. Collected through a safe and non-invasive
process, cord blood stem cells offer a powerful and life-saving resource for
treating a growing number of ailments, including cancer, leukemia, or blood and
immune disorders. For more information on how this precious lifeline can benefit
your family, visit www.cordpartners.com. For investor information, visit
www.cordblood-america.com or call 1-888-882-CORD.

Forward-Looking Statements

This release contains forward-looking statements, which are made pursuant to the
safe harbor provisions of the Private Securities Litigation Reform Act of 1995.
We use words such as "anticipate," "believe," "expect," "future," "intend,"
"plan," and similar expressions to identify forward-looking statements.
Forward-looking statements include, without limitation, our ability to increase
income streams, to grow revenue and earnings, and to obtain additional cord
blood banking revenue streams. These statements are only predictions and are
subject to certain risks, uncertainties and assumptions, which are identified
and described in the Company's public filings with the Securities and Exchange
Commission.

Contact:
     Investor Relations Contact:

     Premier Funding & Financial Marketing Services LLC.
     Kelly Black
     President
     480-649-8224
     e-mail kblack@premierfundingservice.com
            --------------------------------

- ---------------------------------
Source: Cord Blood America, Inc.