AMENDED ATTORNEY-CLIENT FEE AGREEMENT

AMENDED ATTORNEY-CLIENT FEE AGREEMENT

This is the written fee agreement ("Agreement") that California law or firm policy requires an attorney to have with a client. Shaub & Williams (“Attorney") has continued to provide legal services relating to the undersigned client(s) Cord Blood America, Inc. and its subsidiaries (“Client"). The firm is a limited liability partnership (LLP), registered with the California Secretary of State and the State Bar of California. The partners and other professionals of an LLP are responsible for their own tortious conduct but not for the misconduct of others. The assets of an LLP, including amounts payable to clients under any policies of insurance covering errors and omissions of professionals of the firm, are available to satisfy claims against the LLP.

1 .

  CONDITIONS . This Agreement will not take effect, and Attorney will have no obligation to continue provide legal services under its terms until Client returns this Agreement signed by Client and Client pays the initial retainer called for under Article 7 below.

2.

SCOPE OF SERVICES . Client hires Attorney to provide legal services: for corporate and litigation matters requested and all matters incidental thereto. If Client requests Attorney to provide legal services in other matters, the provision of those services also will be governed by this Agreement.

3.

 AUTHORIZATION BY CLIENT . Attorney is authorized by Client to perform any service for and on Client's behalf to do all things which Attorney considers necessary, appropriate or advisable to resolve or complete the matters for which Client has requested Attorney's services.

4.

FEES . Client hereby agrees to pay Attorney's fees which are based upon the time expended and required to represent Client in the above-described matters; without limiting the foregoing, Attorney will charge Client for the time Attorney spends on telephone calls relating to Client's matter, including but not limited to calls with Client, witnesses, experts, consultants, investigators and other persons hired for the matter as well as any co-counsel, opposing counsel and court and administrative agency personnel; the legal personnel assigned to Client's matters will confer among themselves about the matters as required; when they do confer, each person will charge for the time expended; likewise, if more than one of Attorney's legal personnel attends a meeting, hearing or other proceeding, each will charge for the time spent; Attorney will charge for waiting time in court and elsewhere and for travel time both local and out of town. Attorney agrees that prior to expending time equivalent to more than $5,000 in fees on a particular project, Attorney will provide Client a good faith estimate of the time to be expended for such project.

Time is charged in minimum units of l/l0th (0.1) of an hour.

5.

BILLING RATES . Attorney's current billing rates are as follows:

6.

 INCREASES IN FEES . Attorney may from time to time find it necessary to increase its hourly billing rates. Attorney will notify Client at least one month in advance of any such increases. Client should feel free to discuss with Attorney any questions Client may have prior to the effective date of the change or increase. All changes or increases to which Client has no objection, or are paid by Client, will be deemed to be accepted and become part of this Agreement. If Client objects or declines to pay any increased rates, Attorney will have the right to withdraw as Attorney for the Client and terminate this Agreement.

7.

RETAINER FEE AND REPLENISHING DEPOSIT . Client agrees to issue to Attorney an initial retainer to cover services rendered prior to or after the execution of this fee agreement totaling 1 million shares of registered, free trading Cord Blood America, Inc. stock. Attorney may sell such shares

 as costs are incurred and fees earned and apply the net proceeds of sale of such shares as payment for outstanding and current billings. Attorney acknowledges the provisions of the securities laws which preclude trading on inside information, including specifically Section 10b and Rule 10b(5) under the Securities and Exchange Act of 1934, and agrees to abide by all such laws. Attorney agrees to hold unsold shares in trust until such time as a bill is either outstanding or current costs are incurred or fees earned. Attorney reserves the right to require, and anticipate the need for, deposits or advances for fees, costs and expenses as they are or will be incurred or paid once all shares of Cord Blood America, Inc. issued to Attorney are sold or can no longer be sold on the open market. If additional retainers, deposits or advances are necessary, Attorney will contact Client and request payments in accordance with this Agreement. Client agrees to make all such payments in accordance with Attorney's requests. The initial payment, and future payments made under this Article [which could be more or less than the initial amount(s)], will each be a deposit or advance on account of costs and expenses as and when they are incurred by Attorney or billed to Client, and on account of attorney's fees billed to Client. Client authorizes Attorney to draw against any retainer, deposit or advance accordingly, and, without limiting the foregoing, to pay any costs or expenses incurred and any fees due. Notwithstanding the payment of any retainer now or hereafter made by Client, client agrees to pay Attorney's billing statements in full in accordance with the terms of this Agreement so that all retainers, advances or deposits are replenished from time to time. Any balance of any retainer, advance or deposit after Attorney's final billing will be refunded or paid to Client. Client acknowledges that all retainers, advances or deposits are not estimates of fees or costs but merely advances, payments or deposits for security.

8.

EXPENSES . Attorney will incur various costs and expenses in performing legal services under this Agreement. Client agrees to pay for all such costs and expenses. Attorney agrees to seek payment of such costs from the retainer of 1 million Cord Blood America, Inc. shares as long as such shares have not already been sold to cover earlier fees and/or costs and as long as such shares can be sold on the open market. Costs and expenses commonly incurred include government charges, filing fees, lodgment fees and like expenses; attorney and corporate services fees and expenses; long distance telephone calls; cellular telephone calls; overnight delivery services; messenger and other delivery fees; extraordinary postage; parking and other local travel expenses; bank fees and charges relating to wire, telegraphic or similar transfers of funds, as well as dishonored checks; fees costs and expenses of experts, consultants, investigators, searchers, and other professionals which Attorney retains or associates in connection with the representation; mediators, arbitrators, referees, and special masters' fees and expenses and other similar items; out-of-town travel, mileage, meals and accommodations; on-line charges, including but not limited to Westlaw, Lexis and the Internet; photocopying and other reproduction costs; fax charges; clerical staff; secretarial overtime; charges for outside word processing and other similar items. In the case of litigation, Client also agrees to pay for all court costs, including filing fees; jury fees; court and deposition reporters' fees and expenses; notary fees; depositions; translations; certifications; process servers; attorney services; transcripts; video deposition, editing and play back costs; witness fees; demonstrative evidence and miscellaneous case costs. In litigation matters where the place of deposition, hearing, trial, production or inspection is more than 50 miles from Attorney's office, Attorney may retain local co-counsel to handle any emergency or routine matters in the interests of efficiency. Client agrees to pay all such costs, disbursements and expenses in addition to hourly fees. Attorney may request that Client make any payments of more than $100 directly to the providers of goods and/or services, and Client agrees to do so upon such request. Any damages, attorney's fees, costs, sanctions or other monies that Client is ordered to pay to other parties by a court or arbitrator(s) will be Client's entire responsibility.

9.

BILLING STATEMENTS. Attorney will send Client monthly statements which normally are rendered prior to the 15th day of each month. Billing statements are due and payable on receipt. Until all shares of Cord Blood America, Inc. stock issued to Attorney are sold to pay prior fees and/or costs or such shares cannot be sold on the open market, Attorney agrees to sell shares to pay such billing statements. Client agrees to contact Attorney no later than forty-five days from the date of the bill with any questions or objections to the bill. Any questions or objections not made by Client to Attorney in writing within that period will be deemed waived. Except as provided herein by sale of the retainer of 1million shares of Cord Blood America, Inc., unless otherwise stated on Attorney’s billing statements, all billings will be in United States currency and payable in United States currency drawn on a U.S. bank.

Attorney reserves the right to charge interest at the rate of 1-1/2% per month on the unpaid balance of any fees, costs, expenses and other amounts that remain outstanding and past due for a period in excess of 120 days whether or not this agreement has been terminated.

Where a requested retainer, deposit, advance