COLLLATERAL ACCOUNT CONTROL AGREEMENT

Exhibit 10.107

COLLLATERAL ACCOUNT CONTROL AGREEMENT

THIS COLLATERAL ACCOUNT CONTROL 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, Purchaser and Cord Blood America, Inc., a Florida corporation (“Parent”), Purchaser has agreed to purchase the $2,3000,000 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 “ Collateral Account ”).

C.

Company has executed and delivered to Purchaser a Security Agreement, dated the date hereof, pursuant to which Company has granted to Purchaser a security interest in all of Company’s assets, including its accounts receivable as they now or hereafter exist.

D.

The Company is willing to deposit the proceeds of all of Company’s accounts receivable to the Collateral Account.

E.

The parties hereto desire to enter into this Agreement in order to set forth their relative rights and duties with respect to the Collateral 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 other agreement in effect with respect to the Collateral Account.

2.

Security Interest; Agency .  As collateral security for Company’s and Parent’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 Collateral Account, (b) all contract rights, claims and privileges in respect of the Collateral 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, Purchaser or any 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 Collateral 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 any and all rights with respect to the Collateral Account or under applicable law with respect to the Collateral Account, all Receipts and all other collateral described in this paragraph 2.  Company shall notify each account debtor of each account receivable of Company to remit all payments on account thereof solely to the Company and the Company shall collect and deposit all such payments solely to the Collateral Account within five business days of their receipt by the Company.

3.

Control of Collateral Account .  

(a)

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

(b)

The Purchaser shall debit the Collateral Account on each of the dates specified below in the amounts specified (each such payment being a “ Periodic Payment ”):

All Periodic Payments shall be applied by the Purchaser to the payment of amounts outstanding under the Debenture in accordance with the terms thereof.  

As long as Purchaser has not notified the Bank that an Event of Default has occurred and is then continuing under the Debenture, on the first day of each month after the Periodic Payment for the immediately preceding month has been paid to Purchaser, the Company may notify the Bank to remit to the Company any funds then on deposit in the Collateral Account. Company may retain for its own purposes any funds remitted to it on the first day of any month and not apply such funds to the payment of principal or interest on the Debenture.  

(c)

The Collateral 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 Collateral Account, except for the payment of funds to the Company in accordance with the terms of Section 3(b).

4.

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

(a)

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

(b)

Bank shall automatically initiate a federal funds wire transfer to such account as may be designated in writing from time to time by Purchaser (the “ Purchaser Account ”) not later than 12:00 p.m. (New York Time) on each business day on which a Periodic Payment is due in an amount equal to the amount of such payment.

(c)

Following receipt by Bank of a notice from Company on the first day of any month pursuant to paragraph