Re: Purchase of a $2,300,000 Secured Original Issue Discount Debenture (the " Debenture "), Common Stock Put Option, and a Warrant to purchase shares of the Common Stock of Cord Blood America, INC., a Nevada corporation (the " Company "), by SHELTER ISLAND OPPORTUNITY FUND, LLC (the " Purchaser ")

February 14, 2007

Cord Blood America, Inc.

Re:  

Purchase of a $2,300,000 Secured Original Issue Discount Debenture (the “ Debenture ”), Common Stock Put Option, and a Warrant to purchase shares of the Common Stock of Cord Blood America, INC., a Nevada corporation (the “ Company ”), by SHELTER ISLAND OPPORTUNITY FUND, LLC (the “ Purchaser ”)

Ladies and Gentlemen:

The Company shall pay Midway Management Partners, LLC, a Delaware limited liability company (the “ Management Company ”), a collateral monitoring fee, on a quarterly basis, payable on each of March 31, June 30, September 30 and December 31, in an amount equal to 0.25% of the amount of principal outstanding under the Debenture.  Whenever any a