ex101


     

    Business Consulting Agreement

    


    This
      Business Consulting Agreement (the "Agreement")
      is entered into July 15, 2005 by and between:

     

    Henry
      Goddard

    (Consultant)

    


    And

     

    "Cord
      Blood America, Inc."

    (Company)

    


    WITNESSETH

    


    WHEREAS,
      Consultant provides consultation and advisory services relating to
      business
      management and marketing; and

    


    WHEREAS,
      The Company desires to be assured of the services of the
      Consultant
      in order to avail itself to the Consultant's experience, skills, knowledge
      and
      abilities: The Company
      is therefore willing to engage the Consultant and the Consultant agrees
      to be
      engages
      upon the terms and conditions set forth herein.

    


    NOW,
      THEREFORE, in consideration of the
      foregoing,
      of
      the
      mutual promises herein
      set
      forth and for other good and valuable consideration, the receipt and sufficiency
      of which are hereby acknowledged, the parties agree as follows:

    


    
      	1.  	
              Consulting
                Services:
                Effective as of
                July
                15,
                2005, The Company hereby engages and Consultant hereby accepts the
                engagement to become a consultant to the Company and to render such
                advice, consultation, information and services to the Company including
                assisting the company with (a) the preparation, implementation and
                monitoring of business plans, (b) preparation of acquisition agreements
                with potential parties, and (c) such other managerial assistance
                as the
                Company and Consultant shall deem necessary or
                appropriate for
                the Company business.

            


    

    


    
      	2.  	
              Payment:
                In consideration for entering into this agreement, the Company
                agrees
                to compensate
                Consultant in the amount of 103,292 un-restricted shares of the
                Company
                common stock upon the execution of this agreement and $0 for each
                full
                month that this Agreement is
                in effect.

            


    

    


    
      	3.  	
              Expenses:
                The Company shall reimburse Consultant for all pre-approved travel
                and
                other
                expenses incurred.
                Consultant shall
                provide receipts and vouchers to the Company for all expenses for
                which
                reimbursement is claimed.

            


    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    
      
        	
                 4.
                  

                 

              	
                Invoices:
                  All pre-approved invoices for services provided to the Company
                  and
                  expenses
                  incurred by Consultant in connection therewith shall be payable
                  in
                  full
                  within 
                  ten (10) days
                    of the date of such invoice.

                

                 

              


      

       

    

    
      
        	
                
                

                 
                  5.   

                 

              	
                Personnel:
                  Consultant shall be an independent contractor and no personnel
                  utilized by
                  Consultant in providing service hereunder shall be deemed an employee
                  of
                  the Company. Moreover, neither Consultant nor any other such person
                  shall
                  be empowered hereunder to act on behalf of the Company.
                  Consultant shall have the sole and exclusive responsibility and
                  liability
                  for making all reports and contributions, withholdings, payments
                  and taxes
                  to be collected, withheld, made and paid with respect to persons
                  providing
                  services to be performed hereunder on behalf on the Company, whether
                  pursuant to any social security, unemployment insurance, worker's
                  compensation law or other federal, state or local law now in force
                  and
                  effect hereafter
                  enacted.

              


      

    

     

    
      	6.
                	
              Term
                and Termination:
                The term of this Agreement shall be effective on July 15, 2005 and
                shall
                continue in effect for a period of one (1) month thereafter. This
                Agreement may be extended upon agreement by both parties, unless
                or until
                the Agreement is terminated. The Company may cancel this Agreement
                on
                thirty (30) days notice, at which time no further obligations will
                be due
                from either party.

            


    

     

    
      
        	7.  	
                Non-Assignability:
                  The rights, obligations, and benefits established by this Agreement
                  shall
                  not be assignable by either party hereto. This Agreement shall,
                  however,
                  be binding upon and shall insure to the benefit of the parties
                  and their
                  successors.

                 

              


      

    

    
      	8.  	
              Confidentiality:
                Consultant acknowledges and agrees that confidential and valuable
                information proprietary to The Company and obtained during its engagement
                by the Company, shall
                not
                be, directly or indirectly, disclosed without the prior express written
                consent of the Company, unless and until such information is otherwise
                known to the public generally. All such confidential information
                provided
                to Consultant by the Company
                shall clearly and
                conspicuously be marked with the word
                "Confidential."

            


    

    


    
      	9.  	
              Limited
                Liability:
                Neither Consultant nor any of his employees, officers or directors
                shall
                be liable for consequential or incidental damages of any kind to
                the
                Company that may arise out of or in connection with any services
                performed
                by Consultant hereunder.

            


    

    


    
      	10.  	
              Governing Law:
                This Agreement shall be governed by and construed in accordance with
                the
                laws of the State of Florida without giving effect to the conflicts
                of law
                principles thereof or actual domicile
                parties.

            


    

     

    
      	11.  	
              Notice:
                Notice hereunder shall be in writing and shall be deemed to have
                been
                given at
                the time when
                deposited for
                mailing with
                the
                United States Postal Service enclosed
                in
                a registered or certified postpaid envelope addressed to the respective
                party at the

            


    

    


     

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    address
      of such party first above written or at such other address as such
      party may fix
      by
      notice given pursuant to this paragraph.

     

    
      
        	
                 
                  12. 

              	
                Miscellaneous:
                  No
                  waiver of any of the provisions of this Agreement shall be deemed
                  or shall
                  constitute a waiver of any other provision and no waiver shall
                  constitute
                  a continuing waiver. No waiver shall be binding unless executed
                  in writing
                  by the party making the waiver. No supplement, modification, or
                  amendment
                  of the Agreement shall be binding unless executed in writing and
                  agreed
                  upon by all parties. The Agreement supersedes all
                  prior understandings, written or oral, and constitutes the entire
                  Agreement between the parties hereto with respect to the
                  subject matter
                  hereof.

              


      

    

     
      
      
        	
                13.  
                    

              	
                 Counterparts:
                  This Agreement may be executed in counterparts and by facsimile,
                  each of
                  such counterparts so executed will be deemed to be an original
                  and
                  such counterparts together
                  will constitute one and the same instrument and
                  notwithstanding
                  the date of execution will be deemed to bear the first date written
                  above.

              


      

    

     

    IN
      WITNESS WHEREOF, The Company and Consultant have duly executed this
      Agreement as of the day and year first above
      written.

     

    Cord
      Blood America, Inc.                         Consultant,
      Henry
      Goddard

     

     

    /s/
      Matthew L. Schissler                        /s/
      Henry Goddard                  

    By:
      Matthew L. Schissler                         By:
      Henry Goddard

    Chief
      Executive Officer