|
Exhibit 10.146
JFR
Dr. Jean R. Fuselier, Sr.
1207 Hampshire Lane
Richardson, TX 75808
EXCLUSIVE CONSULTING
AGREEMENT
THIS
AGREEMENT ("Agreement") is made and entered into at Richardson,
Texas this 21st day of May, 2007 by and between Dr. Jean R.
Fuselier, Sr., whose primary business address is 1207 Hampshire
Lane, Suite 101, Richardson, Texas 75080 (hereinafter referred to
as the “Consultant”) and Cord Blood America Inc., a
Florida corporation whose primary business address is 9000 W.
Sunset Boulevard, Suite 400, Los Angeles, CA 90069
(hereinafter referred to as the "Company").
WITNESSETH:
WHEREAS,
the Consultant is in the business of providing consulting services
with regard to resolving creditor claims, including debt
restructuring and debt reduction; and
WHEREAS,
the Company desires to retain the services of the Consultant on the
terms and conditions provided in this Agreement; and
WHEREAS,
the Consultant, understanding and accepting the terms and
conditions set forth herein, desires to render such services on
such terms and conditions; and
WHEREAS,
this Agreement shall govern the relationship between the parties
from and after the date hereof;
NOW,
THEREFORE, in consideration of the foregoing and the mutual
covenants and agreements contained herein, the parties mutually
agree as follows:
1.
Engagement . The Company hereby retains
Consultant as the Company’s exclusive Consultant for the
services described in this Exclusive Consulting Agreement and
Consultant agrees to act as a consultant to the Company. The
Company shall advise the Consultant of certain claims of creditors
(the “Creditors Claims”) and the confirmed debt of each
Creditor Claim (“Confirmed Debt”) for which it requires
Consultant’s services. The Creditor Claims
assigned to Consultant shall be identified as set forth in Exhibit
“A” attached hereto and made a part hereof for all
purposes. The Consultant, personally, and through delegation
to such persons as he deems appropriate, will use its best efforts
to negotiate the Creditor Claims and to attempt to effect a
reasonable and fair settlement, discharge, or release of Creditor
Claims (the “Services”). Consultant has not been
engaged to perform, nor will Consultant agree to perform any
Services: (a) in connection with capital-raising transactions, or
(b) which directly or indirectly promote or maintain a market in
the Company’s securities. Consultant will consult with the
Company on a regular basis with respect to Creditor Claims assigned
to it and prior to presenting any final agreement to a creditor
will consult with the Company.
2.
Term .
The
initial term (“Initial Term”) of the Consultant’s
Services hereunder shall commence on May 21, 2007, and shall
continue in accordance with the terms of this Agreement for a
period of thirty-six (36) months from the date of commencement,
subject to termination as provided in this Agreement. After
the expiration of the Initial Term, this Agreement will be
automatically extended for additional and successive six month
periods, unless either party gives written notice to the other at
any time that such next automatic extension shall not occur, in
which event the Consultant’s services shall terminate upon
the expiration of the then current extended Term. The terms and
conditions then in effect at the end of the Initial Term, or any
renewal term, shall control during the succeeding renewal term
unless otherwise set forth herein or mutually agreed to in
writing.
3.
Representations and Warranties :
(a)
The
Company
(i) Organization
The Company is duly organized, validly existing and in
good standing under the law of the State of Florida and is
qualified to conduct its business as a foreign corporation in each
jurisdiction where the failure to be so qualified would have a
material adverse effect on the Company.
(ii)
Authorization of Agreement, Etc.
The execution, delivery and performance by the Company of
this Agreement has been justly authorized by all requisite
corporate action by the Company; and the Agreement has been duly
executed and delivered by the Company. The Agreement, when executed
and delivered by the Company, constitutes the valid and binding
obligation of the Company, enforceable against the Company in
accordance with its terms, subject to applicable bankruptcy,
insolvency, reorganization, fraudulent conveyance, moratorium or
other similar laws affecting creditors’ rights an remedies
generally, and subject as to enforceability to general principles
of equity (regardless of whether enforcement is sought in a
proceedings at law or in equity.)
(b)
Consultant
(i)
Organization
The Consultant is an individual, properly licensed to
conduct his business as currently conducted, both in the State of
Texas, and wherever else his license might be registered under the
terms of this agreement.
4.
Events of Default .
The occurrence of any of the following events shall
constitute an Event of Default hereunder:
(a)
If the Company fails to make a timely payment for
compensation earned by Consultant as it becomes due;
(b)
If the
Company shall:
(i)
apply for or consent to the appointment of a receiver,
trustee or liquidator of it or any of its property;
(ii)
admit in writing its inability to pay its debts as they
mature
(iii)
make a general assignment or trust mortgage for the
benefit of creditors;
(iv)
file a voluntary petition in
bankruptcy, or a petition or an answer seeking
reorganization or any arrangement with creditors
or to take advantage of any bankruptcy, reorganization,
insolvency, readjustment of debt, dissolution or liquidation
law or statute, or an answer admitting
the material allegations of a
petition filed against it in any proceeding
under any such law, take any action for the
purpose of effecting any of the foregoing;
(c) If an order,
judgment or decree shall be entered
against either party by any court of competent
jurisdiction, approving a petition seeking reorganization of
such party, or appointing a receiver, trustee or
liquidator of the party or of all or a substantial
portion of its assets, and the same shall not be
dismissed
or discharged within one hundred eighty (180) days
after notice thereof given by one party to the other; or
(d) If any judgment,
writ, warrant of attachment or execution or
similar process shall be
issued or levied against a
substantial part of the property
of a party, and such judgment,
writ, or similar process shall not be
released, vacated, or fully bonded within one
hundred eighty (180) days after its issue or levy; or
(e)
In the event of a change of control of the ownership of
the Company by public offering, merger, acquisition or other
corporate transaction.
5.
Remedies
of Default In the event of default as outlined in
Item #4 above, all consulting services with Company will cease and
all outstanding unpaid and unsettled debt and its associated
liabilities shall revert to the Company
6.
Compensation -- S-8 Stock Shares -- For the services
as outlined in this Agreement, Company shall pay to Consultant a
monthly fee of $15,000 per month. Said fee may be paid at
Company’s option in equivalent shares of registered S-8
Stock. Said monthly consulting fees shall be paid 7 months in
advance with the first 7 month payment due upon the signing of this
Agreement.
7.
Continual Involvement of the
| 
