ASSIGNMENT AND ASSUMPTION AGREEMENT

ASSIGNMENT AND ASSUMPTION AGREEMENT

THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (the “Agreement”) is made and entered into to be effective as of the 12th day of October, 2006, by and between CorCell, Inc., a Delaware corporation (“Seller”), and Cord Blood America, Inc., a Florida corporation (“Buyer”).

BACKGROUND

This Agreement is made pursuant to the Asset Purchase Agreement (the “Asset Purchase Agreement”) of even date herewith by and between Seller and Buyer, in which Seller is concurrently herewith selling, transferring, conveying, assigning and delivering to Buyer the Acquired Assets, as defined in the Asset Purchase Agreement.  Capitalized terms used and not defined herein shall have the meanings given to them in the Asset Purchase Agreement.

Pursuant to the Asset Purchase Agreement, as part of the consideration for the Acquired Assets, Buyer is required to assume and agree to perform, pay or discharge, when due, certain Assumed Obligations, as defined in the Asset Purchase Agreement.

NOW, THEREFORE, in consideration of the premises, the mutual covenants and agreements contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the parties hereby covenant and agree as follows:

1.

Seller herby assigns, and Buyer hereby assumes and agrees to pay, perform and discharge, in accordance with their terms, the Assumed Obligations.

2.

The assumption by Buyer of the Assumed Obligations shall not be construed to defeat, impair or limit in any way the rights, claims or remedies of Buyer under the Asset Purchase Agreement.

3.

Nothing contained herein shall change, amend, extend or alter (nor shall it be deemed or construed as changing, amending, extending or altering) the terms or conditions of the Asset Purchase Agreemen