Stock Pledge, Escrow And Security Agreement Dated October 23, 2006 For The Benefit Bergen Regional C

EX-10.92







STOCK PLEDGE, ESCROW AND SECURITY AGREEMENT

THIS STOCK PLEDGE, ESCROW AND SECURITY AGREEMENT (this " Agreement ") is made as of the ___ day of October, 2006 by CORD BLOOD AMERICA, INC ., a California corporation having its principal office at 9000 W. Sunset Boulevard, Suite 400, Los Angeles, California 90069 (the " Pledgor "), to BERGEN COMMUNITY REGIONAL BLOOD CENTER , a New Jersey nonprofit corporation d/b/a Community Blood Services having its principal office at 800 Kinderkamack Road, Oradell, New Jersey 07649 (the " Secured Party ").

R E C I T A L S:

A.

Pursuant to and as evidenced by that certain Promissory Note dated as of the date hereof executed by Pledgor and Cord Blood Partners, Inc. (together with Pledgor, " Borrower ") in favor of Secured Party in the original principal amount of Two Hundred Fifty Thousand Dollars ($250,000) (the " Note " and, collectively with any and all documents executed in connection therewith, the " Loan Documents ") Secured Party has made or will make a loan (the " Loan ") to Borrower in the principal amount of the Note.

B.

As security for the Borrower92s obligations under the Note and the other Loan Documents, Pledgor has agreed to deliver this Agreement and to pledge, assign and hypothecate to Secured Party five million (5,000,000) shares of the capital stock of Pledgor (the " Pledged Shares ") pursuant to the terms and conditions hereof. The Pledged Shares are represented by stock certificates (the " Stock Certificates ").

NOW, THEREFORE , in consideration of the premises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Pledgor hereby agrees with Secured Party as follows:

1.



Defined Terms . As used in this Agreement, the following terms shall have the following meanings:



" Agreement " means this Stock Pledge, Escrow and Security Agreement, as the same, from time to time, may be amended, restated, replaced, extended, supplemented or otherwise modified.

" Escrow Agent " means Cole, Schotz, Meisel, Forman & Leonard, P.A., counsel to Secured Party.

" Event of Default " has the meaning set forth in Section 15 of this Agreement.

" Governmental Authority " means each of any foreign government, the United States of America, any State and any municipality, local government or other political subdivision thereof and any agency, department, bureau, board, commission, court or other instrumentality of any of them, now existing or subsequently created.

" Legal Requirements " means all present and future laws, statutes, codes, ordinances, orders, judgments, decrees, rules, regulations and similar requirements of every Governmental Authority, and all covenants, restrictions and conditions which now or later may be applicable to Pledgor or the Pledged Shares.

" Lien " means any mortgage, pledge, assignment, hypothecation, security interest, encumbrance, lien, charge or deposit arrangement or other arrangement having the practical effect of the foregoing.

" Person " shall mean any individual, partnership, limited liability company, firm, corporation, association, joint venture, trust or other entity, or any government or political subdivision or agency, department or instrumentality thereof.

" Pledgor " has the meaning set forth in the preamble hereto.

" Proceeds " means all "proceeds" as such term is defined in Section 9-306(1) of the UCC on the date hereof and, in any event, shall include, without limitation, all dividends or other income from the Pledged Shares, collections thereon or distributions with respect thereto.



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" Secured Party " has the meaning set forth in the preamble hereto.

" UCC " means the Uniform Commercial Code from time to time in effect in the State of New Jersey.

2.



Pledge and Grant of Security Interest . Pledgor hereby pledges, assigns, hypothecates, transfers and delivers to the Escrow Agent, and grants to Secured Party a lien on and security interest in the Pledged Shares and all Proceeds thereof, together with the Stock Certificates and appropriate undated stock powers (the " Stock Powers ") duly executed in blank by Pledgor, as collateral security for the due and punctual payment and performance of all amounts payable, obligations and liabilities, whether direct or indirect, absolute or contingent, due or to become due, or now existing or hereafter incurred, arising under, out of, or in connection with the Guaranty, the Note, the Loan Documents, this Agreement and any other agreements, contracts, writings, undertakings or obligations executed in connection therewith, as the same, from time to time, may be amended, restated, replaced, extended, supplemented or otherwise modified (each of the foregoing obligations being collectively referred to as the " Obligations ").



3.



Escrow .



(a)

The Stock Certificates and the undated Stock Power shall be delivered simultaneously herewith to Escrow Agent, and shall remain in escrow until all of Pledgor92s Obligations under the Guaranty and this Agreement, and all of the Borrower92s obligations under the Note and the other Loan Documents have been performed in full, at which time Pledgor shall notify Escrow Agent in writing that (i) the Pledgor has satisfied all of its obligations under the Guaranty, (ii) the Borrower has satisfied all of its obligations under the Note and the other Loan Documents, (iii) the pledge hereunder should be terminated, and (iv) the Stock Certificates and undated Stock Power should be returned to Pledgor. Upon receipt of such notice, Escrow Agent, without any obligation to determine whether all obligations due under the Guaranty or all payments due under the Note and the other Loan Documents were made, sh all notify Secured Party that it is prepared to deliver the Stock Certificates and related Stock Power to the Pledgor. If the Secured Party objects to such delivery, it shall give notice (the " Objection Notice ") to the Escrow Agent and Pledgor within thirty (30) days after receiving the aforesaid notice of the Escrow Agent.

(b)

If the Escrow Agent does not receive an Objection Notice from the Secured Party within the aforesaid thirty (30) day period, the Escrow Agent shall, without further instructions, deliver the Stock Certificates and related Stock Power to Pledgor.

(c)

If the Escrow Agent receives an Objection Notice from the Secured Party within such thirty (30) day period, then the Escrow Agent shall retain the Stock Certificates and related Stock Power in escrow until it shall have received either of the following:

(i)

written instructions signed by Pledgor and Secured Party setting forth to whom the Stock Certificates and related Stock Power shall be delivered; or

(ii)

a final order of a court of competent jurisdiction setting forth to whom the Stock Certificates and related Stock Power shall be delivered.

4.



Rights and Responsibilities of Escrow Agent . The acceptance by Escrow Agent of its duties under this Agreement is subject to the following terms and conditions, which the parties to this Agreement agree shall govern and control with respect to Escrow Agent92s rights, duties, liabilities and immunities:



(a)

Escrow Agent shall be under no duty or responsibility to make any inquiry or investigation as to the accuracy or adequacy, and shall be entitled to assume conclusively, the correctness and completeness of any and all information given in any document or notice received by Escrow Agent from the parties to this Agreement.



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(b)

Escrow Agent shall not be liable for any error of judgment, or for any act done or step taken or omitted by it in good faith, or for any mistake of fact or law, or for anything which it may do or refrain from doing in connection herewith, excepting only its gross negligence or intentional and deliberate misconduct.

(c)

The Escrow Agent may consult with, and obtain advice from, counsel in the event of any bona fide question as to any of the provisions hereof or its duties hereunder, and shall incur no liability and shall be fully protected in acting in good faith in accordance with the opinion and instructions of such counsel.

(d)

The Escrow Agent shall not in any way be bound or affected by any notice of modification or cancellation of this Agreement unless notice thereof is given to the Escrow Agent by the Pledgor and the Secured Party; nor shall the Escrow Agent be bound by any modification of its obligations hereunder unless the same shall be consented to by the Escrow Agent in writing. The Escrow Agent shall be entitled to rely upon any judgment, certification, demand, notice or other writing delivered to it hereunder without being required to determine the authenticity or the correctness of any fact stated therein, the propriety or validity of the service thereof, or the jurisdiction of a court issuing any judgment or order.

(e)

The Escrow Agent may act in reliance upon any instrument or signature reasonably believed by it to be genuine, and the Escrow Agent may assume that any person purporting to give any notice of receipt of advice or make any statement in connection with the provisions hereof has been duly authorized to do so.

(f)

This Agreement sets forth among other things, the duties of the Escrow Agent with respect to any and all matters pertinent hereto. Except as otherwise expressly provided herein, the Escrow Agent shall not refer to, and shall not be bound by, the provisions of any other agreement with respect to the subject matter hereof.

(g)

Except with respect to claims based upon the Escrow Agent92s intentional and deliberate misconduct or gross negligence, Pledgor and Secured Party shall indemnify and hold harmless the Escrow Agent from and against any claims arising out of or in connection with this Agreement, such indemnification to include all reasonable costs and expenses incurred by the Escrow Agent, including but not limited to reasonable attorney92s fees, and the payment thereof shall be borne one-half (bd) by Pledgor and one-half (bd) by Secured Party.

(h)

In the event of any disagreement between the parties to this Agreement, or between them or any one of them and any other person, resulting in adverse claims or demands being made in connection with the subject matter of the escrow hereunder, or in the event that the Escrow Agent in good faith is in doubt as to what action it should take hereunder, the Escrow Agent may, at its option, refuse to comply with any claims or demands on it, until (i) the rights of all parties shall have been fully and finally adjudicated by a court of competent jurisdiction, or (ii) all differences shall have been adjusted and all doubt resolved by written agreement executed by both of the parties hereto.

5.



Resignation and Termination of Escrow Agent . Escrow Agent may at any time be removed by the unanimous agreement of the Pledgor and Secured Party. Escrow Agent may at any time resign hereunder by giving at least ten (10) days92 prior written notice thereof to all of the other parties hereto, which resignation shall become effective at the end of such ten (10) day period; provided a new escrow agent has been appointed by Pledgor and the Secured Party. Upon the effective date of such resignation, the Stock Certificates and the Stock Power shall be delivered to the new escrow agent. Upon actual receipt thereof by the new Escrow Agent, all obligations of Escrow Agent hereunder shall cease and terminate.



6.



Escrow Agent as Counsel . Pledgor acknowledges that Escrow Agent has acted as legal counsel to the Secured Party in connection with the Note, the Guaranty, the Loan Documents, and the transactions contemplated in connection therewith, is merely acting as a stakeholder under this Agreement and is, therefore, hereby authorized to continue acting as such including, without limitation, with regard to any dispute or controversy arising out of this Agreement, the Note, the Guaranty, the other Loan Documents, any of the documents executed contemporaneously therewith, the transactions contemplated thereby, the Pledged Shares or any other matter.



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7.



Execution by Escrow Agent . The execution of this Agreement by Escrow Agent shall evidence its acceptance and agreement to the terms hereof.



8.

Intentionally omitted.

9.




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