ENGAGEMENT AGREEMENT

Exhibit 10.111

February 7, 2007

Mr. Matthew L. Schissler

Chairman of the Board

Cord Blood America Inc.
9000 West Sunset Boulevard
Suite 400
Los Angeles, CA 90069

Dear Matt:

This letter agreement (the “Agreement”) confirms that Cord Blood America, Inc. (“Client”) has engaged Ascendiant Securities, LLC ("Ascendiant") to act on a best efforts basis as financial advisor and co-placement agent for the Client in connection with the structuring, issuance, and sale (the “Transaction(s)”) of debt and/or equity securities (the “Securities”) for financing purposes.  Ascendiant Securities, LLC is an investment banking firm registered as a broker-dealer with the U.S. Securities and Exchange Commission (SEC), and member of the NASD and SIPC.

Accordingly, we mutually agree as follows:

1.

Transactions.  Ascendiant anticipates one or more Transactions, involving the sale of the Client’s Securities to institutional and/or accredited investors (“Investor” or “Investors”) led by Shelter Island Opportunity Fund, LLC.  The actual terms and structure of each Transaction will depend on market conditions and will be subject to negotiation between the Client and Ascendiant and prospective Investors.   

2.

Engagement.  In connection herewith, Ascendiant shall provide the following financial advisory and co-placement agent services on a best efforts basis to the Client:

a.

advise the Client with respect to the form and structure of each Transaction; and

b.

identify and make contact with prospective Investors.

Ascendiant shall devote such time and efforts to the affairs of the Client as is reasonably necessary to render the services contemplated by this Agreement.  

It is expressly understood and agreed that Ascendiant shall have no power to bind Client to any Transaction or contract obligation.  Client shall have the right to refuse any Transaction proposal presented to it without incurring any obligations to Ascendiant.  However, if and when an Ascendiant term sheet is signed by the Client, Client pledges to work in good faith toward a closed Transaction and pledges not to use the Ascendiant term sheet to “shop” offers from other financing sources.

It is understood and agreed that the execution of this Agreement shall not be deemed or construed as obligating Ascendiant to purchase any of the Securities and there is no obligation on the part of Ascendiant to place the Securities.  

3.

Success Fee.  Client agrees that should Client accept and complete any Transaction(s), which includes without limitation proceeds from any common stock offerings, convertible debt, debt with kickers or equity securities or additional investment rights (“Securities”) from any Investors introduced to Client by Ascendiant, or contacted on Client’s behalf by Ascendiant during the term of this Agreement, as defined in Section 6 below, or if Client should for a period of twelve (12) months following the termination of this Agreement (including extensions), accept financing from any Investors introduced to Client by Ascendiant, or contacted on Client’s behalf by Ascendiant, there shall become due and payable via wire transfer to Ascendiant immediately upon consummation of each Transaction, a cash fee equal to $75,000 from the sale of Securities, constituting the only cash fee payable by Client hereunder.

4.

Equity Kicker.   Client agrees to pay Ascendiant an Equity Kicker equal to Ten Percent (10%) of the Financing Warrants and corresponding Put rights due Shelter Island Opportunity Fund, pursuant to the Term Sheet executed between Client and Investor group (i.e., 4,000,000 warrants) with the same strike price, terms and conditions.

5.

Expenses.  The Company shall promptly reimburse Ascendiant, after the receipt of reasonable documentation, for all out-of-pocket expenses incurred by Ascendiant personnel in connection with the performance of their services under this Agreement, including, but not limited to: travel, lodging, meals, overnight deliveries, telephone expenses. No expenses are anticipated; as a result, the only cash amount payable by Client hereunder is the fee referred to in Section 3.

6.

Term.  The term of this Agreement shall be six (6) months from the date Ascendiant commenced identifying financing sources for Client (which date was January 5, 2007).  Additional extensions may be negotiated as necessary at the mutual written consent of the Client and Ascendiant.  Ascendiant shall be entitled to additional fees and warrants, based on the formulas articulated above, for any additional financing(s) arranged with Investors in this Transaction, within a 1