AGREEMENT
This Agreement is made among Cord Blood America, Inc. (CBAI), and
its subsidiary, Cord Partners, Inc. (Cord Partners), both Florida
corporations with their principal place of place of business at
9000 Sunset Boulevard Suite 400, Los Angeles, California 90069
(hereafter jointly referred to as Cord) and Gecko Media, Inc.
(Gecko), a Florida Corporation with its principal place of business
at 16017 North Florida Avenue, Suite 113, Lutz, Florida
33549.
RECITALS
Whereas, Cord and Gecko
entered into a Development and Maintenance Agreement dated May 1,
2006, pursuant to which Gecko agreed to continue to provide website
hosting and maintenance services to Cord’s website
(“Maintenance Agreement”) in consideration of $10,000
per month beginning April 1, 2006 for a term of two years, plus a
certain amount of stock in Cord Blood America, Inc. the parent
company of Cord Partners, Inc.
Whereas, the Maintenance
Agreement was preceded by a two-year agreement between the parties
pursuant to which Gecko developed Cord’s website according to
Cord’s specifications and incorporating Cord’s content,
but retained all copyright title and interest to said website
(www.cordpartners.com. or “Website”).
Whereas, the directors
of Cord desire to terminate the Maintenance Agreement, to obtain
all copyright title and interest in Cord’s Website, and to
engage Gecko’s website-related services on an ad hoc basis at
Gecko’s standard rates.
Whereas, Gecko agrees to
terminate the Maintenance Agreement in consideration of
Cord’s payment of certain compensation in cash and securities
and to assign all rights, title and interest in Cord’s
Website to Cord pursuant to the terms hereof.
In consideration of the
agreements, representations and warranties contained in this
Agreement, the parties agree as follows:
Section 1.
Consideration and Assignment
1.1
At the Closing (Section
1.3) Gecko hereby agrees to assign, transfer and sell to Cord its
worldwide right, title and interest in Cord’s Website,
including source code and any existing documentation, written
instructions or graphic or design elements in any media, including
Work Product and Custom Programming as defined in the Maintenance
Agreement which are necessary or desirable to continue to operate,
maintain, improve or make revisions to Cord’s Website from
its original version to its current version and to execute
the Copyright Assignment set forth in Exhibit 1.1
hereto.
1.2
At the Closing, Cord
will pay to Gecko a total amount of US $ 20,000 (Twenty Thousand
Dollars) and receive from Gecko an acknowledgment of receipt of the
same.
1.3
The Closing Date shall
occur, within 15 days of the date of receipt by Cord of equity,
convertible equity, preferred equity, or warrant funding from any
sources where the aggregate funding amount in any 90 day period is
in excess of $100,000 or upon the sale of Cord or other assets in
excess of $100,000. Cord shall give Gecko Five (5) business
days’ prior notice of the Closing Date, which shall take
place at Gecko’s office, or at such other place as the
parties may agree.
1.4
Delivery and payment. At
the Closing, Cord will deliver to Gecko a check for the total value
of $20,000. Gecko will provide Cord with its duly executed
assignment of all right, title and interest in Cord’s Website
(Exhibit 1.1).
Section 2. Issuance
of Cord Shares
2.1
Before February 13,
2007, Cord will issue and transfer to Gecko the total number of
300,000 free trading shares common of CBAI.
2.2
On or before February
13, 2007, Cord will issue and transfer to Gecko an additional
number of CBAI free trading common shares corresponding to a total
value at the then current trading price of $10,000, plus release
the previously approved 100,000 free trading common shares of
CBAI currently held at the transfer agent.
2.3
Approval of
Agreement. On or before February 13, 2007
, Cord and Gecko will
deliver corporate resolutions approving the execution and
performance of this Agreement.
Section 3
Deleted
Section 4.
Termination of the Maintenance Agreement/Releases
As of the Closing Date,
the Maintenance Agreement will terminate and shall have no further
effect. Each party hereto waives any rights it may have under the
Maintenance Agreement as of such date and releases each party from
any claims it may have under said Agreement.
Each party generally
releases, acquits and discharges the other parties hereto on behalf
of its predecessors-in-interest, successors-in-interest, assigns,
heirs, executors, past and present owners, officers, directors,
agents, employees, attorneys, related companies, administrators,
principals, shareholders, representatives, beneficiaries and any
others who may take any interest in the matter herein from all
claims, counterclaims, causes of actions, demands, losses or
damages of any kind, rights of offset, obligations, debts, damages,
sums of money, actions, rights, losses and expenses, obligations
and liabilities of any character, nature or kind, whether based in
law or in equity, whether based on contract, tort, statutory or
other legal or equitable theory of recovery, arising out of or in
connection with any errors, omissions, facts, events or matters
occurring or existing at any time up to the effective date of this
Agreement, including all claims which were asserted and/or could
have been asserted by any of the parties.
Section 5.
Continuance of Website Maintenance
5.1
Until the Closing and
transfer of title of the Website to Cord, Gecko shall grant to Cord
a worldwide exclusive license to use, modify, operate and maintain
the Website.
5.2
Gecko shall refrain from
making any use of the Website for its own benefit or on its own
behalf and shall, to the extent requested by Cord provide any
services in respect of the Website to Cord and at Gecko’s
standard rates as set forth in Exhibit
