BLOCKED ACCOUNT AGREEMENT

Exhibit 10.108

BLOCKED ACCOUNT AGREEMENT

THIS BLOCKED ACCOUNT AGREEMENT (“Agreement”) is made and entered into as of this 14th day of February, 2007, by and among Citibank, N.A. (“Bank”), Corcell, Ltd., a Nevada corporation (“Company”), and Shelter Island Opportunity Fund, LLC, and its successors and assigns (“Purchaser”).

A.

Pursuant to that certain Securities Purchase Agreement, dated as of the date hereof, (as amended, supplemented or otherwise modified from time to time, the “Securities Purchase Agreement”), among Company, Cord Blood America, Inc., a Florida corporation (“Parent”), and the Purchaser, Purchaser has agreed to purchase the $2,300,000 Secured Original Issue Discount Debenture of Company (“Debenture”).

B.

Company has established Account No. _____ with Bank (together with any successor accounts and any renewals or rollovers thereto, the “Blocked Account”).

C.

From the proceeds of the sale of the Debenture, the aggregate amount of $250,000 is being deposited and credited to the Blocked Account under the terms and conditions hereof.

D.

The parties hereto desire to enter into this Agreement in order to set forth their relative rights and duties with respect to the Blocked Account and all funds on deposit therein from time to time.

NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements hereinafter set forth, the parties hereto agree as follows:

1.

Effectiveness.  This agreement shall take effect immediately upon its execution by all parties hereto and shall supersede any blocked account or similar agreement in effect with respect to the Blocked Account.

2.

Security Interest; Agency.  As collateral security for Company’s obligations to Purchaser under the Debenture and Securities Purchase Agreement and the other documents delivered by Company and Parent and described therein (collectively, “Transaction Documents”), Company hereby grants to Purchaser a security interest in (a) the Blocked Account, (b) all contract rights, claims and privileges in respect of the Blocked Account and (c) all cash, checks, money orders and other items of value of Company now or hereafter paid, deposited, credited, held (whether for collection, provisionally or otherwise) or otherwise in the possession or under the control of, or in transit to, Bank or any agent, bailee or custodian thereof (collectively, “Receipts”).  Bank hereby acknowledges notice of Purchaser’s security interest in such collateral and does hereby consent thereto.  Purchaser hereby appoints Bank as Purchaser’s bailee and pledgee-in-possession for the Blocked Account and all Receipts, and Bank hereby accepts such appointment and agrees o be bound by the terms of this Agreement and all instructions delivered by Purchaser to Bank pursuant hereto.  Company hereby agrees to such appointment and further agrees that Purchaser shall be entitled to exercise, upon the written instructions of Purchaser to Bank hereunder, any and all rights which Company may have with respect to the Blocked Account or under applicable law with respect to the Blocked Account, all Receipts and all other collateral described in this paragraph 2.  

3.

Control of Blocked Account.  

(a)

The Blocked Account shall be maintained by Bank in the name of “Shelter Island Opportunity Fund Blocked Account for Corcell, Ltd.”  

(b)

On receipt by Bank of a joint notice from Purchaser and Company stating that the conditions specified in the Securities Purchase Agreement for the release of funds from the Blocked Account have been satisfied, the funds that are then on deposit in the Blocked Account shall be debited by the Bank from the Blocked Account and released to the Company, or as designated by the Company, by wire transfer of such funds on the date specified, which date shall be no more than ten and not less than one business day after the date of such notice (a “Payment Date”).  

(c)

Until release of the funds on deposit in the Blocked Account in accordance with Section 3(b), the Blocked Account shall be under the sole dominion and control of Purchaser and neither Company nor any other person or entity, through or under Company, shall have any control over the use of, or any right to withdraw any amount from, the Blocked Account.

4.

Procedures for Blocked Account.  Bank shall follow the following procedures with respect to the Blocked Account:

(a)

Apply and credit for deposit to the Blocked Account all Receipts from time to time tendered for deposit therein, including without limitation all wire transfers and other payments directed to the Blocked Account.

(b)

From and after the date, if any, that notice has been delivered to Bank and Company by Purchaser (the “Activation Date”) that a default has occurred under the Securities Purchase Agreement or any Transaction Document, and until such time, if any, that Purchaser shall have withdrawn such notice in writing,, Bank shall determine, on each business day, the balance of all available funds on deposit in the Blocked Account and automatically initiate a federal funds wire transfer of all such funds not later than 12:00 p.m. (New York Time) on such business day to such account as may be designated in writing from time to time by Purchaser (the “Purchaser Account”).

5.

Statements and Other Information.  Bank shall send to Purchaser copies of all returned and dishonored Receipts promptly upon Bank’s receipt thereof, and shall provide Purchaser and Company with regular monthly bank statements and such other information relating to the Blocked Account as shall reasonably be requested by either party.  Bank shall also deliver a copy of all notices and statements required to be sent to Company pursuant to any agreement governing or related to the Blocked Account to Purchaser at such times as provided therein.  Upon Purchaser’s request, Company shall deliver to Purchaser any certificate or passbook evidencing the Blocked Account, duly endorsed to Purchaser.

6.

Fees.  Company agrees to pay on demand all usual and customary service charges, transfer fees and account maintenance fees (collectively, “Fees”) of Bank in connection with the Blocked Account.  In the event Company fails to timely make a payment to Bank of any Fees, Bank may thereafter exercise its right of setoff against the Blocked Account for such amounts.  Purchaser shall not have any responsibility or liability for the payment of any Fees.

7.