CBA Florida Inc. (fka CBAI)

[Starlost]

The C-MEX deal will probably not go through. At least it won't go through on time. Matt is scrambling to come up with the money. He needs more DILUTION to make this happen. What a shame.

The parties’ binding Letter of Intent provides among other things for:

-A maximum purchase price of $17.84 million, plus agreement to assume and pay up to $5.5 million in potential liabilities of the business acquired which are contingent on future events, and less a sum representing 90 days of net operating capital for the business acquired.

-$12.5 million (less the 90 days of net operating capital), is to be paid at the closing primarily in cash ($125,000 of this sum is payable in Cord Blood Common Stock).

-The balance of $5.34 million is to be paid at the minimum rate of at least $333,500 each quarter after the closing, with the exact quarterly payment amount fixed at $333,500, plus a sum equal to 80% of net profits from the acquired Mexican business for its previous fiscal quarter, but in no event more than a maximum payment of $667,000 per quarter. Such payments begin after 6 months from closing and continue until the sum of $5.34 million been paid in full.

-The obligations created by the Letter of Intent and the transaction are terminated if certain material conditions precedent to closing are not met within 90 days and/or the transaction is not closed (unless such periods are extended),