TERMINATION AGREEMENT

EXHIBIT 10.54

TERMINATION AGREEMENT

THIS TERMINATION AGREEMENT (the “ Agreement ”) is made and entered into effective as of December 23, 2005, by and among CORD BLOOD AMERICA, INC. , a Florida corporation (the “ Company ”) and CORNELL CAPITAL PARTNERS, LP , a Delaware limited partnership (the “ Investor ”).

Recitals :

WHEREAS, the Company and the Investor entered into a Standby Equity Distribution Agreement (the “ Standby Equity Distribution ”), a Registration Rights Agreement (the “ Registration Rights Agreement ”), and an Escrow Agreement (the “ Escrow Agreement ”), all of which are dated April 27, 2005.

NOW, THEREFORE, in consideration of the mutual promises, conditions and covenants contained herein and i