Exhibit
      4.2

    


    CONSULTING
      AGREEMENT

    


    This
      Consulting Agreement (the "Agreement") is made and entered into to be effective
      as of January 1, 2008 (the "Effective Date") by and NeoStem located at 420
      Lexington Avenue, New York, NY (the "Company") and JFS Investments Inc. and
      Assigns (''the Consultant").

    


    WHEREAS:

    


    A.
      The
      Consultant has the business and financial expertise and experience to assist
      the
      Company, and

    B.
      The
      Consultant is offering its services as a consultant to the Company;
      and

    C.
      The
      Company desires to retain the Consultant as an independent consultant and to
      memorialize the Consultant's work for the Company by entering into this written
      Agreement.

    D.
      The
      parties agree that this Agreement reflects the entire understanding and
      agreements

    between
      the parties hereto.

    


    


    NOW,
      THEREFORE, in
      consideration of the premises and promises, warranties and representations
      herein contained, it is agreed as follows:

    


    


    1.
      DUTIES.
      The
      Company hereby engages the consultant and the Consultant hereby accepts
      engagement as a consultant. It is understood and agreed, and it is the express
      intention of the parties to this Agreement, that the Consultant is an
      independent contractor, and not an employee or agent of the Company for any
      purpose whatsoever. Consultant shall perform all duties and obligations as
      described on Exhibit
      A
      hereto
      and agrees to be available at such times as may be scheduled by the Company
      and
      as otherwise reasonably requested by the Company. It is understood, however,
      that the Consultant will maintain Consultant's own business in addition to
      providing services to the Company. The Consultant agrees to promptly perform
      all
      services required of the Consultant hereunder in an efficient, professional,
      trustworthy and businesslike manner. A description of the Consultant's services
      are attached hereto as Exhibit
      A
      and
      incorporated by reference herein. In such capacity, Consultant will utilize
      only
      materials, reports, financial information or other documentation that is
      approved in writing in advance by the Company.

    


    
      
         

      

      
        -
          1 -

        
          

        

      

      
         

      

    

    


    2.
      CONSULTING
      SERVICES COMPENSATION; REGISTRATION RIGHTS.
      

    


    (a)
      Compensation. Subject
      to paragraph 6, the Consultant will be retained as a consultant and independent
      contractor for the Company. For services rendered hereunder, the Consultant
      shall receive (i) 50,000 shares (the “Shares”) of restricted Company common
      stock (the “Common Stock”); and (ii) two warrants (the “Warrants”) to purchase
      an aggregate of 120,000 shares of restricted Common Stock (the "Warrant Shares")
      on the terms set forth in the Warrants attached hereto as Exhibit
      B
      which
      are incorporated herein. The first Warrant grants the Consultant the right
      to
      purchase up to 20,000 shares of Common Stock at a per share purchase price
      equal
      to $2.00; and the second Warrant grants the Consultant the right to purchase
      up
      to 100,000 shares of Common Stock at a per share purchase price equal to $5.00,
      all as set forth in the Warrants. The Warrants shall vest as to one-twelfth
      of
      the Warrant Shares on the last day of each monthly anniversary during the Term
      of this Agreement and in the event this Agreement is terminated before the
      expiration of the Term (as set forth in Section 6 hereof) then the Warrants
      shall remain vested and exercisable with respect to Warrant Shares for which
      they were vested and exercisable as of the date of termination and the Warrants
      shall terminate immediately with respect to any remaining Warrant Shares.
      Subject to the foregoing, the Warrants shall have a term of five years from
      the
      Effective Date. The two Warrants shall be identical except for the number of
      Warrant Shares to which they relate and their per share purchase price. The
      Shares and the Warrant Shares shall have piggyback registration rights as set
      forth below. All applicable federal, state and local taxes with respect to
      the
      Warrants, the Shares and the Warrant Shares shall be the sole responsibility
      of
      the Consultant. This Consulting Agreement may be terminated prior to expiration
      of its Term as described in Section 6 below. Any expenses incurred by Consultant
      hereunder shall be borne by Consultant unless otherwise agreed to by the parties
      in advance. The issuance of the Shares, the Warrants and the Warrant Shares
      shall be subject to the prior approval of the American Stock Exchange.


    


    (b)
      Registration
      Rights.
      If, at
      any time after the date hereof the Company shall determine to prepare and file
      with the Securities and Exchange Commission (the “SEC”) a registration statement
      relating to an offering for its own account or the account of others under
      the
      Securities Act of 1933, as amended (the “Securities Act”) or any of its equity
      securities (a "Registration
      Statement"),
      other
      than a pre-effective or post-effective amendment to a current registration
      statement or other than on Form S-4 or Form S-8 (each as promulgated under
      the
      Securities Act) or their then equivalents relating to equity securities to
      be
      issued solely in connection with any acquisition of any entity or business
      or
      equity securities issuable in connection with stock option or other employee
      benefit plans, then the Company shall provide to Consultant with respect to
      the
      Shares and the Warrant Shares (hereinafter, the “Registrable
      Securities”)
      the
      opportunity to have such Registrable Securities included in such Registration
      Statement; provided,
      that
      the Company shall only be required to provide such opportunity until the
      earliest of (i) the date all of such Registrable Securities have been sold
      pursuant to a Registration Statement, (ii) the date all of such Registrable
      Securities have otherwise been transferred to persons who may trade such shares
      without restriction under the Securities Act, and the Company has delivered
      a
      new certificate or other evidence of ownership for such securities not bearing
      a
      restrictive legend, and (iii) the date all of such Registrable Securities may
      be
      sold without volume or manner of sale limitations pursuant to Rule 144(k) or
      any
      similar provision then in effect under the Securities Act in the opinion of
      counsel to the Company (the "Effectiveness
      Period").
      In
      connection with any registration:

     

    
      
         

      

      
        -
          2 -

        
          

        

      

      
         

      

    

    (i)
      Consultant may not participate in any registration hereunder which is
      underwritten unless Consultant (A) agrees to sell its securities on the basis
      provided in any underwriting arrangements approved by the Company and (B) with
      respect to any registration, timely completes and executes all questionnaires
      and other customary documents.

     

    (ii)
      All
      fees, disbursements and out-of-pocket expenses and costs incurred by the Company
      in connection with the preparation and filing of the Registration Statement
      shall be borne by the Company. Consultant shall bear any reasonable cost of
      underwriting and/or brokerage discounts, fees, and commissions, if any,
      applicable to the Registrable Securities being registered and sold by an
      underwriter for the Consultant and the fees and expenses of the Consultant’s
      counsel. The Company shall use its reasonable best efforts to qualify any of
      the
      Registrable Securities for sale in such states as the Consultant reasonably
      designates provided that the Company shall not be required to qualify in any
      state which will require an escrow or other restriction relating to the Company
      and/or the sellers, or which will require the Companyto qualify to do business
      in such state or require the Company to file therein any general consent to
      service of process and the Company shall in no event be required to qualify
      in
      greater than five states.

     

    (iii)
      Notwithstanding any other provisions hereof, with respect to an
      underwritten
      public
      offering by the Corporation, if the managing underwriter advises the Company
      that marketing or other factors require a limitation of the number of shares
      to
      be underwritten, then there shall be excluded from such registration and
      underwriting to the extent necessary to satisfy such limitation, Registrable
      Securities held by the Consultant prior to any cutback of shares to be sold
      for
      the Company or any other holder of shares with registration rights. Further,
      the
      Consultant shall agree not to sell any Registrable Securities included in the
      underwritten public offering for such period as may be reasonably required
      by
      the managing underwriter. In connection with filing any Registration Statement;
      if the SEC limits the amount of securities to be registered, then the
      Companyshall be allowed to exclude the Registrable Securities from the
      Registration Statement prior to excluding any securities it desires to register
      on its own account and any securities entitled to registration rights under
      any
      other agreement to which the Company is a party.

    


    3.
      CONFIDENTIALITY.
      All
      knowledge and information of a proprietary and confidential nature relating
      to
      the Company which the Consultant obtains during the Consulting period, from
      the
      Company or the Company's employees, agents or consultants shall be for all
      purposes regarded and treated as strictly confidential. Such obligation of
      Consultant shall be governed by the terms of the confidentiality agreement
      attached hereto as Exhibit
      C
      and it
      shall be Consultant’s obligation to ensure that Consultant and consultants,
      employees or agents comply with its terms. 

    


    
      
         

      

      
        -
          3 -

        
          

        

      

      
         

      

    

    4.
      INDEPENDENT
      CONTRACTOR STATUS.
      Consultant
      understands that since the Consultant is not an employee of the Company, the
      Company will not withhold income taxes or pay any employment taxes on its behalf
      (which shall remain the sole obligation of the Consultant), nor will it receive
      any fringe benefits. The Consultant shall not have any authority to assume
      or
      create any obligations, express or implied, on behalf of the Company and shall
      have no authority to represent the Company as agent, employee or in any other
      capacity other than as herein provided.

    


    The
      Consultant does hereby indemnify and hold harmless the Company from and against
      any and all claims, liabilities, demands, losses or expenses incurred by the
      Company if (1) the Consultant fails to pay any applicable income and or
      employment taxes (including interest or penalties of whatever nature), in any
      amount relating to the Consultant's rendering of consulting services to the
      Company, including any attorney's fees or costs to

    the
      prevailing party to enforce this indemnity or (2) Consultant takes any action
      or
      fails to and any action in accordance with the companies
      instructions.

    


    The
      Consultant shall be responsible for obtaining workers' compensation insurance
      coverage and agrees to indemnify, defend and hold the Company harmless of and
      from any and all claims arising out of any injury, disability or death of the
      Consultant.

    


    5.
      REPRESENATIONS
      AND WARRANTS.
      For
      purposes of this Agreement and in connection with Consultant’s receipt of the
      Warrants, the Shares and the Warrant Shares (sometimes referred to herein as
      the
“Securities”), the Consultant represents and warrants as follows:

    


    a.
      The
      Consultant (i) has adequate means of providing for the Consultant's current
      needs and possible personal contingencies, (ii) has no need for liquidity in
      the
      investment in the Securities, (iii) is able to bear the substantial economic
      risks of an investment in the Securities for an indefinite period, (iv) at
      the
      present time, can afford a complete loss of such investment, whether or not
      the
      Warrants are exercised and (v) is an "accredited investor" as defined in the
      Securities Act of 1933, as amended.

    


    b.
      The
      Consultant does not have a preexisting personal or business relationship with
      the Company or any of its directors or executive officers, or by reason of
      any
      business or financial experience or the business or financial experience of
      any
      professional advisors who are unaffiliated with and who are compensated by
      the
      Company or any affiliate or selling agent of the Company, directly or
      indirectly, could be reasonably assumed to have the capacity to protect the
      Consultant's interests in connection with the investment in the
      Securities.

    


    
      
         

      

      
        -
          4 -

        
          

        

      

      
         

      

    

    c.
      The
      Consultant is aware that:

    


    i.
      The
      Warrants are transferable under this Agreement only as provided in the warrants
      and applicable securities laws; and 

    


    ii.
      The
      Articles of Incorporation and Bylaws of the Company contain provisions that
      limit or eliminate the personal liability of the officers, directors and agents
      of the Company and indemnify such parties for certain damages relating to the
      Company, including damages in connection with the Securities and the good-faith
      management and operation of the Company.

    


    d.
      The
      Consultant acknowledges that the Securities are currently not registered under
      any registration statement with the Securities and Exchange Commission (SEC)
      and
      may only be registered in accordance with the terms of this Agreement, if at
      all.

    


    e.
      The
      Consultant has not been furnished any offering literature and has not been
      otherwise solicited by the Company.

    


    f.
      The
      Company and its officers, directors and agents have answered all inquiries
      that
      the Consultant has made of them concerning the Company or any other matters
      relating to the formation, operation and proposed operation of the Company
      and
      the offering and sale of the Securities.

    


    g.
      The
      Consultant, if a corporation, partnership, trust or other entity, is duly
      organized and in good standing in the state or country of its incorporation
      and
      is authorized and otherwise duly qualified to purchase and hold the Securities.
      Such entity has its principal place for business as set forth on the signature
      page hereof and has not been formed for the specific purpose of acquiring the
      Securities unless all of its equity owners qualify as accredited individual
      investors.

    


    h.
      All
      information that the Consultant has provided to the Company concerning the
      Consultant, the Consultant's financial position and the Consultant's knowledge
      of financial and business matters, or, in the case of a corporation,
      partnership, trust or other entity, the knowledge of financial and business
      matters of the person making the investment decision on behalf of such entity,
      including all information contained herein, is correct and complete as of the
      date set forth at the end hereof and may be relied upon, and if there should
      be
      any material adverse change in such information prior to this subscription
      being
      accepted, the Consultant will immediately provide the Company with such
      information.

    


    i.
      The
      Consultant certifies, under penalties of perjury (i) that the taxpayer
      identification number shown on the signature page of this Consulting Agreement
      is true, correct and complete, and (ii) that the Consultant is not subject
      to
      backup withholding as a result of a failure to report all interest or dividends,
      or because the Internal Revenue Service has notified the Consultant that the
      Consultant is no longer subject to backup withholding.

    


    
      
         

      

      
        -
          5 -

        
          

        

      

      
         

      

    

    j.
      In
      rendering the services hereunder and in connection with the Securities, the
      Consultant agrees to comply with all applicable federal and state securities
      laws, the rules and regulations thereunder, the rules and regulations of any
      exchange or quotation service on which the Company's securities are listed
      'and
      the rules and regulations of the National Association of Securities Dealers,
      Inc.

    


    6.
      TERM
      AND TERMINATION.
      The
      term
      of this Agreement shall be one year commencing as of January 1, 2008 (the
“Term”). Either party may terminate this Agreement at anytime with or without
      cause by giving thirty (30) days written notice to the other party. Should
      the
      Consultant default in the performance of this Agreement or materially breach
      any
      of its provisions, the Company may, in its sole discretion, terminate this
      Agreement immediately upon written notice to the Consultant.

    


    7.
      NO
      THIRD PARTY RIGHTS.
      The
      parties warrant and represent that they are authorized to enter into this
      Agreement and that no third parties, other than the parties hereto, have any
      interest in any of the services or the Securities contemplated hereby. The
      services provided hereunder by the Consultant are personal to the Consultant
      and
      may not be assigned. 

    


    8.
      ABSENCE
      OF WARRANTIES AND REPRESENTATIONS.
      Each
      party hereto

    acknowledges
      that they have signed this Agreement without having relied upon or being induced
      by any agreement, warranty or representation of fact or opinion of any person
      not expressly set forth herein. All representations and warranties of either
      party contained herein shall survive its signing and delivery.

    


    9.
      GOVERNING
      LAW. This
      Agreement shall be governed by and construed in accordance with the law of
      the
      State of New York.

    


    10.
      ATTORNEY'S
      FEES.
      In the
      event
      of any controversy, claim or dispute between the parties hereto, arising out
      of
      or in any manner relating to this Agreement, including an attempt to rescind
      or
      set aside, the prevailing party in any action brought to settle such
      controversy, claim or dispute shall be entitled to recover reasonable attorney's
      fees and costs.

    


    11.
      ARBITRATION.
      Any
      controversy between the parties regarding the construction or application of
      this Agreement, any claim arising out of this Agreement or its breach, shall
      be
      submitted to arbitration in New York, New York before one arbitrator in
      accordance with the Commercial Arbitration Rules of the American Arbitration
      Association, upon the written request of one party after service of that request
      on the other party. The cost of arbitration shall be borne by the losing party.
      The arbitrator is also authorized to award attorney's fees to the prevailing
      party.

    


    12.
      VALIDITY.
      If any
      paragraph, sentence, term or provision hereof shall be held to be invalid or
      unenforceable for any reason, such invalidity or unenforceability shall not
      affect the validity or enforceability of any other paragraph, sentence, term
      and
      provision hereof. To the extent required, any paragraph, sentence, term or
      provision of this Agreement may be modified by the parties hereto by written
      amendment to preserve its validity.

    


    
      
         

      

      
        -
          6 -

        
          

        

      

      
         

      

    

    13.
      NON-DISCLOSURE
      OF TERMS.
      The
      terms
      of this Agreement shall be kept confidential, and no party, representative,
      attorney or family member shall reveal its contents to any third party except
      as
      required by law or regulation (including the regulations of the American Stock
      Exchange) or as necessary to comply with law or preexisting contractual
      commitments.

    


    14.
      ENTIRE
      AGREEMENT. This
      Agreement contains the entire understanding of the parties and cannot be altered
      or amended except by an amendment duly executed by all parties hereto. This
      Agreement shall be binding upon
      and
      inure to the benefit of the successors, assigns and personal representatives
      of
      the parties.

    


    IN
      WITNESS WHEREOF, the parties hereto have executed this Consulting Agreement
      effective as of the date first written above.

    


    


    /s/Robin
      Smith

    Robin
      Smith

    CEO

    NeoStem

    


    


    /s/Joseph
      Salvani

    Joseph
      Salvani

    President,
      CEO

    JFS
      Investments Corp.

    


    TAXPAYER
      ID NO. _______________________

    


    
      
         

      

      
        -
          7 -

        
          

        

      

      
         

      

    

    


    EXHIBIT
      A

    


    DESCRIPTION
      OF CONSULTING SERVICES

    


    


    The
      Consultant agrees, to the extent reasonably required in the conduct of its
      business with the Company, to place at the disposal of the Company its judgment
      and experience and to provide business development services to the Company
      including, but not limited, to, the following:

    


    (i)
      review the Company's financial requirements;

    (ii)
      analyze and assess alternatives for the Company's financial
      requirements;

    (iii)
      provide introductions to professional analysts and money managers;

    (iv)
      assist the Company in financing arrangements to be determined and governed
      by
      separate and distinct financing agreements;

    (v)
      provide analysis of the Company's industry and competitors in the form of
      general industry reports provided directly to Company.

    (vi)
      Assist the Company in developing corporate partnering relationships;
      and,

    


    
      
         

      

      
        -
          8 -