Exhibit 10.1

                           RESTATED WARRANT AGREEMENT


     THIS AGREEMENT, made as of August 14, 2007 between NeoStem, Inc., a
Delaware corporation, with offices at 420 Lexington Avenue, Suite 450, New York,
New York 10170 ("Company"), and Continental Stock Transfer & Trust Company, a
New York corporation, with offices at 17 Battery Place, New York, New York 10004
("Warrant Agent").

     WHEREAS, the Company is engaged in a public offering ("Public Offering") of
Units ("Units"), and in connection therewith, has determined to issue and
deliver up to 1,270,000 Units at a price of $5.00 per unit, through Mercer
Capital Ltd. (the "Underwriter") and other broker/dealers (arranged by the
Underwriter) who are members of the National Association of Securities Dealers
(NASD). Each Unit consists of one share of the Company's common stock and
one-half a Class A warrant to purchase one-half share of the Company's common
stock, par value $0.001 per share.

     WHEREAS, in connection with the Public Offering, the Company has determined
to issue and deliver up to 635.000 Class A Warrants ("Warrants"); and

     WHEREAS, the Warrants will trade only as a part of a Unit for 60 days
following the final closing of the offering unless separate trading is
authorized earlier by the Underwriter. Each Warrant will entitle its owner to
purchase one share of the Company's common stock for $6.00; and

     WHEREAS, the Company has filed on July 16, 2007 with the Securities and
Exchange Commission a Registration Statement on Form SB-2/A, No. 333-142923 as
Pre-Effective Amendment No.3 ("Registration Statement"), for the registration,
under the Securities Act of 1933, as amended ("Act") of, among other securities,
the Warrants and the common stock issuable upon exercise of the Warrants; and

     WHEREAS, the final closing occurred on August 14, 2007 and all 1,270,000
Units have been sold; and

     WHEREAS, the Company desires the Warrant Agent to act on behalf of the
Company, and the Warrant Agent is willing to so act, in connection with the
issuance, registration, transfer, exchange, redemption and exercise of the
Warrants; and

     WHEREAS, the Company desires to provide for the form and provisions of the
Warrants, the terms upon which they shall be issued and exercised, and the
respective rights, limitation of rights, and immunities of the Company, the
Warrant Agent, and the holders of the Warrants; and

     WHEREAS, all acts and things have been done and performed which are
necessary to make the Warrants, when executed on behalf of the Company and
countersigned by or on behalf of the Warrant Agent, as provided herein, the
valid, binding and legal obligations of the Company, and to authorize the
execution and delivery of this Agreement.

     NOW, THEREFORE, in consideration of the mutual agreements herein contained,
the parties hereto agree as follows:

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<PAGE>

SECTION 1: APPOINTMENT OF WARRANT AGENT

1.1 Appointment of Warrant Agent. The Company hereby appoints the Warrant Agent
to act as agent for the Company for the Warrants, and the Warrant Agent hereby
accepts such appointment and agrees to perform the same in accordance with the
terms and conditions set forth in this Agreement.

SECTION 2: WARRANTS

2.1. Form of Warrant. Each Warrant shall be issued in registered form only,
shall be in substantially the form of the Warrant Certificate annexed as Exhibit
A hereto, the provisions of which are incorporated herein and shall be signed
by, or bear the facsimile signature of, the Chairman of the Board or President
and Treasurer or Secretary of the Company and shall bear a facsimile of the
Company's seal. In the event the person whose facsimile signature has been
placed upon any Warrant shall have ceased to serve in the capacity in which such
person signed the Warrant before such Warrant is issued, it may be issued with
the same effect as if he or she had not ceased to be such at the date of
issuance.

2.2. Effect of Countersignature. Unless and until countersigned by the Warrant
Agent pursuant to this Agreement, a Warrant shall be invalid and of no effect
and may not be exercised by the holder thereof.

2.3. Registration.

     2.3.1. Warrant Register. The Warrant Agent shall maintain books ("Warrant
Register"), for the registration of original issuance and the registration of
transfer of the Warrants. Upon the initial issuance of the Warrants, the Warrant
Agent shall issue and register the Warrants in the names of the respective
holders thereof in such denominations and otherwise in accordance with
instructions delivered to the Warrant Agent by the Company.

     2.3.2. Registered Holder. Prior to due presentment for registration of
transfer of any Warrant, the Company and the Warrant Agent may deem and treat
the person in whose name such Warrant shall be registered upon the Warrant
Register ("registered holder"), as the absolute owner of such Warrant and of
each Warrant represented thereby (notwithstanding any notation of ownership or
other writing on the Warrant Certificate made by anyone other than the Company
or the Warrant Agent), for the purpose of any exercise thereof, and for all
other purposes, and neither the Company nor the Warrant Agent shall be affected
by any notice to the contrary.

2.4. Detachability of Warrants. The securities comprising the Units will not be
separately transferable until October 13, 2007 (60 days after the final closing)
unless the Underwriter informs the Company of its decision to allow earlier
separate trading.

SECTION 3: TERMS AND EXERCISE OF WARRANTS

3.1. Warrant Price. Each Warrant shall, when countersigned by the Warrant Agent,
entitle the registered holder thereof, subject to the provisions of such Warrant
and of this Warrant Agreement, to purchase from the Company the number of shares
of Common Stock stated therein, at the price of $6.00 (the "Warrant Price"),
subject to (i) the adjustments provided in Section 4 hereof, and (ii) subject to
redemption as provided in Section 6 hereof. The term "Warrant Price" refers to
the price per share at which common stock may be purchased at the time a Warrant
is exercised.

3.2 Duration of Warrants. A Warrant may be exercised only during the period
("Exercise Period") commencing on the date the Warrants become separately
tradable pursuant to Section 2.4 of this Warrant Agreement and thereafter until
5:00 PM New York time on July 16, 2012, unless earlier redeemed ("Expiration
Date"). Except with respect to the right to receive the Redemption Price (as set
forth in Section 6 hereunder), each Warrant not exercised on or before the
Expiration Date shall become void, and all rights thereunder and all rights in
respect thereof under this Agreement shall cease at the close of business on the
Expiration Date. The Company in its sole discretion may extend the duration of
the Warrants by delaying the Expiration Date.

3.3. Exercise of Warrants.

     3.3.1. Payment. Subject to the provisions of the Warrant and this Warrant
Agreement, a Warrant, when countersigned by the Warrant Agent, may be exercised
by the registered holder thereof by surrendering it, at the office of the
Warrant Agent, or at the office of its successor as Warrant Agent, in the
Borough of Manhattan, City and State of New York, with the subscription form, as
set forth in the Warrant, duly executed, and by paying in full, in lawful money
of the United States, in cash, good certified check or good bank draft payable
to the order of the Company, the Warrant Price for each full share of Common
Stock as to which the Warrant is exercised and any and all applicable taxes due
in connection with the exercise of the Warrant, the exchange of the Warrant for
the Common Stock, and the issuance of the Common Stock.

<PAGE>

     3.3.2. Issuance of Certificates. As soon as practicable after the exercise
of any Warrant and the clearance of the funds in payment of the Warrant Price,
the Company shall issue to the registered holder of such Warrant a certificate
or certificates for the number of full shares of Common Stock to which he is
entitled, registered in such name or names as may be directed by him, and if
such Warrant shall not have been exercised in full, a new countersigned Warrant
for the number of shares as to which such Warrant shall not have been exercised.
Notwithstanding the foregoing, the Company shall not be obligated to deliver any
securities pursuant to the exercise of a Warrant unless a registration statement
under the Act with respect to the Common Stock is effective. Warrants may not be
exercised by, or securities issued to, any registered holder in any state in
which such exercise would be unlawful.

     3.3.3. Valid Issuance. All shares of Common Stock issued upon the proper
exercise of a Warrant in conformity with this Agreement shall be validly issued,
fully paid and nonassessable.

     3.3.4. Date of Issuance. Each person in whose name any such certificate for
shares of Common Stock is issued shall for all purposes be deemed to have become
the holder of record of such shares on the date on which the Warrant was
surrendered and payment of the Warrant Price was made, irrespective of the date
of delivery of such certificate, except that, if the date of such surrender and
payment is a date when the stock transfer books of the Company are closed, such
person shall be deemed to have become the holder of such shares at the close of
business on the next succeeding date on which the stock transfer books are open.

SECTION 4: ADJUSTMENTS

4.1. Stock Dividends--Split-Ups. If after the date hereof, and subject to the
provisions of Section 4.6 below, the number of outstanding shares of Common
Stock is increased by a stock dividend payable in shares of Common Stock, or by
a split-up of shares of Common Stock, or other similar event, then, on the
effective date of such stock dividend, split-up or similar event, the number of
shares issuable on exercise of each Warrant shall be increased in proportion to
such increase in outstanding shares.

4.2 Aggregation of Shares. If after the date hereof, and subject to the
provisions of Section 4.6, the number of outstanding shares of Common Stock is
decreased by a consolidation, combination, reverse stock split or
reclassification of shares of Common Stock or other similar event, then, on the
effective date of such consolidation, combination, reverse stock split,
reclassification or similar event, the number of shares issuable on exercise of
each Warrant shall be decreased in proportion to such decrease in outstanding
shares.

4.3 Adjustments in Exercise Price. Whenever the number of shares of Common Stock
purchasable upon the exercise of the Warrants is adjusted, as provided in
Section 4.1 and 4.2 above, the Warrant Price shall be adjusted (to the nearest
cent) by multiplying such Warrant Price immediately prior to such adjustment by
a fraction (x) the numerator of which shall be the number of shares of Common
Stock purchasable upon the exercise of the Warrants immediately prior to such
adjustment, and (y) the denominator of which shall be the number of shares of
Common Stock so purchasable immediately thereafter.

4.4 Replacement of Securities upon Reorganization, etc. In case of any
reclassification or reorganization of the outstanding shares of Common Stock
(other than a change covered by Section 4.1 or 4.2 hereof or that solely affects
the par value of such shares of Common Stock), or in the case of any merger or
consolidation of the Company with or into another corporation (other than a
consolidation or merger in which the Company is the continuing corporation and
that does not result in any reclassification or reorganization of the
outstanding shares of Common Stock), or in the case of any sale or conveyance to
another corporation or entity of the property of the Company as an entirety or
substantially as an entirety in connection with which the Company is dissolved,
the Warrant holders shall thereafter have the right to purchase and receive,
upon the basis and upon the terms and conditions specified in the Warrants and
in lieu of the shares of Common Stock of the Company immediately theretofore
purchasable and receivable upon the exercise of the rights represented thereby,
the kind and amount of shares of stock or other securities or property
(including cash) receivable upon such reclassification, reorganization, merger
or consolidation, or upon a dissolution following any such sale or transfer, by
a Warrant holder of the number of shares of Common Stock of the Company
obtainable upon exercise of the Warrants immediately prior to such event; and if
any reclassification also results in a change in shares of Common Stock covered
by Section 4.1 or 4.2, then such adjustment shall be made pursuant to Sections
4.1, 4.2, 4.3 and this Section 4.4. The provisions of this Section 4.4 shall
similarly apply to successive reclassifications, reorganizations, mergers or
consolidations, sales or other transfers.

<PAGE>

4.5. Notices of Changes in Warrant. Upon every adjustment of the Warrant Price
or the number of shares issuable on exercise of a Warrant, the Company shall
give written notice thereof to the Warrant Agent, which notice shall state the
Warrant Price resulting from such adjustment and the increase or decrease, if
any, in the number of shares purchasable at such price upon the exercise of a
Warrant, setting forth in reasonable detail the method of calculation and the
facts upon which such calculation is based. Upon the occurrence of any event
specified in Sections 4.1, 4.2, or 4.4, then, in any such event, the Company
shall give written notice to the Warrant holder, at the last address set forth
for such holder in the warrant register, of the record date or the effective
date of the event. Failure to give such notice, or any defect therein, shall not
affect the legality or validity of such event.

4.6. Fractional Shares. Notwithstanding any provision contained in this Warrant
Agreement to the contrary, the Company shall retain the option not to issue
fractional shares upon exercise of Warrants. If, by reason of any adjustment
made pursuant to this Section 4, the holder of any Warrant would be entitled,
upon the exercise of such Warrant, to receive a fractional interest in a share,
the Company may, upon such exercise, either deliver fractional shares of Common
Stock to be issued to the Warrant holder, or round to the nearest whole share,
or pay the fractional share in cash at the market price at the close of business
on the date the Warrant is exercised.

4.7. Form of Warrant. The form of Warrant need not be changed because of any
adjustment pursuant to this Section 4, and Warrants issued after such adjustment
may state the same Warrant Price and the same number of shares as is stated in
the Warrants initially issued pursuant to this Agreement. However, the Company
may at any time in its sole discretion make any change in the form of Warrant
that the Company may deem appropriate and that does not affect the substance
thereof, and any Warrant thereafter issued or countersigned, whether in exchange
or substitution for an outstanding Warrant or otherwise, may be in the form as
so changed.

SECTION 5: TRANSFER AND EXCHANGE OF WARRANTS

5.1 Registration of Transfer. The Warrant Agent shall register the transfer,
from time to time, of any outstanding Warrant upon the Warrant Register, upon
surrender of such Warrant for transfer, properly endorsed with signatures
properly guaranteed and accompanied by appropriate instructions for transfer.
Upon any such transfer, a new Warrant representing an equal aggregate number of
Warrants shall be issued and the old Warrant shall be cancelled by the Warrant
Agent. The Warrants so cancelled shall be delivered by the Warrant Agent to the
Company from time to time upon request.

5.2. Procedure for Surrender of Warrants. Warrants may be surrendered to the
Warrant Agent, together with a written request for exchange or transfer, and
thereupon the Warrant Agent shall issue in exchange therefor one or more new
Warrants as requested by the registered holder of the Warrants so surrendered,
representing an equal aggregate number of Warrants; provided, however, that in
the event that a Warrant surrendered for transfer bears a restrictive legend,
the Warrant Agent shall not cancel such Warrant and issue new Warrants in
exchange therefor until the Warrant Agent has received an opinion of counsel for
the Company stating that such transfer may be made and indicating whether the
new Warrants must also bear a restrictive legend.

5.3. Fractional Warrants. The Warrant Agent shall not be required to effect any
registration of transfer or exchange which will result in the issuance of a
warrant certificate for a fraction of a warrant.

5.4. Service Charges. No service charge shall be made for any exchange or
registration of transfer of Warrants.

5.5. Warrant Execution and Countersignature. The Warrant Agent is hereby
authorized to countersign and to deliver, in accordance with the terms of this
Agreement, the Warrants required to be issued pursuant to the provisions of this
Section 5, and the Company, whenever required by the Warrant Agent, will supply
the Warrant Agent with Warrants duly executed on behalf of the Company for such
purpose.

SECTION 6: REDEMPTION

6.1. Redemption. All or any part of the outstanding Warrants may be redeemed ,
at the option of the Company, at any time after they become exercisable and
prior to their expiration, at the office of the Warrant Agent, upon the notice
referred to in Section 6.2, at the price of $.001 per Warrant ("Redemption
Price"), provided that the Company's stock closes at a price equal to or
exceeding $8.00 (subject to the adjustments proportional to the adjustments to
the Warrant Price provided in Section 4 hereof) for 20 consecutive trading days
on its principal trading market.

<PAGE>

6.2. Date Fixed for, and Notice of, Redemption. In the event the Company shall
elect to redeem all of the Warrants, the Company shall fix a date for the
redemption. Notice of redemption shall be mailed by first class mail, postage
prepaid, by the Company not less than 30 days prior to the date fixed for
redemption to the registered holders of the Warrants to be redeemed at their
last addresses as they shall appear on the registration books. Any notice mailed
in the manner herein provided shall be conclusively presumed to have been duly
given whether or not the registered holder received such notice.

6.3. Exercise After Notice of Redemption. The Warrants may be exercised in
accordance with Section 3 of this Agreement at any time after notice of
redemption shall have been given by the Company pursuant to Section 6.2. hereof
and prior to the time and date fixed for redemption, which time shall be 5:00 PM
New York time. On and after the redemption date, the record holder of the
Warrants shall have no further rights except to receive, upon surrender of the
Warrants, the Redemption Price.

SECTION 7. OTHER PROVISIONS RELATING TO RIGHTS OF WARRANT HOLDERS

7.1. No Rights as Stockholder. A Warrant does not entitle the registered holder
thereof to any of the rights of a stockholder of the Company, including, without
limitation, the right to receive dividends, or other distributions, exercise any
preemptive rights to vote or to consent or to receive notice as stockholders in
respect of the meetings of stockholders or the election of directors of the
Company or any other matter.

7.2. Lost, Stolen, Mutilated, or Destroyed Warrants. If any Warrant is lost,
stolen, mutilated, or destroyed, the Company and the Warrant Agent may on such
terms as to indemnity or otherwise as they may in their discretion impose (which
may include a surety bond and shall, in the case of a mutilated Warrant, include
the surrender thereof), issue a new Warrant of like denomination, tenor, and
date as the Warrant so lost, stolen, mutilated, or destroyed. Any such new
Warrant shall constitute a substitute contractual obligation of the Company,
whether or not the allegedly lost, stolen, mutilated, or destroyed Warrant shall
be at any time enforceable by anyone.

7.3. Reservation of Common Stock. The Company shall at all times reserve and
keep available a number of its authorized but unissued shares of Common Stock
that will be sufficient to permit the exercise in full of all outstanding
Warrants issued pursuant to this Agreement.

SECTION 8. CONCERNING THE WARRANT AGENT AND OTHER MATTERS

8.1. Payment of Taxes. The Company will from time to time promptly pay all taxes
and charges that may be imposed upon the Company or the Warrant Agent in respect
of the issuance or delivery of shares of Common Stock upon the exercise of
Warrants, but the Company shall not be obligated to pay any transfer taxes in
respect of the Warrants or such shares.

8.2. Resignation, Consolidation, or Merger of Warrant Agent.

     8.2.1. Appointment of Successor Warrant Agent. The Warrant Agent, or any
successor to it hereafter appointed, may resign its duties and be discharged
from all further duties and liabilities hereunder after giving sixty (60) days'
notice in writing to the Company. If the office of the Warrant Agent becomes
vacant by resignation or incapacity to act or otherwise, the Company shall
appoint in writing a successor Warrant Agent in place of the Warrant Agent. If
the Company shall fail to make such appointment within a period of 30 days after
it has been notified in writing of such resignation or incapacity by the Warrant
Agent or by the holder of the Warrant (who shall, with such notice, submit his
Warrant for inspection by the Company), then the holder of any Warrant may apply
to the Supreme Court of the State of New York for the County of New York for the
appointment of a successor Warrant Agent. Any successor Warrant Agent, whether
appointed by the Company or by such court, shall be a corporation organized and
existing under the laws of the State of New York, in good standing and having
its principal office in the Borough of Manhattan, City and State of New York,
and authorized under such laws to exercise corporate trust powers and subject to
supervision or examination by federal or state authority. After appointment, any
successor Warrant Agent shall be vested with all the authority, powers, rights,
immunities, duties, and obligations of its predecessor Warrant Agent with like
effect as if originally named as Warrant Agent hereunder, without any further
act or deed; but if for any reason it becomes necessary or appropriate, the
predecessor Warrant Agent shall execute and deliver, at the expense of the
Company, an instrument transferring to such successor Warrant Agent all the
authority, powers, and rights of such predecessor Warrant Agent hereunder; and
upon request of any successor Warrant Agent the Company shall make, execute,
acknowledge, and deliver any and all instruments in writing for more fully and
effectually vesting in and confirming to such successor Warrant Agent all such
authority, powers, rights, immunities, duties, and obligations.

<PAGE>

     8.2.2. Notice of Successor Warrant Agent. In the event a successor Warrant
Agent shall be appointed, the Company shall give notice thereof to the
predecessor Warrant Agent and the transfer agent for the Common Stock not later
than the effective date of any such appointment.

     8.2.3. Merger or Consolidation of Warrant Agent. Any corporation into which
the Warrant Agent may be merged or with which it may be consolidated or any
corporation resulting from any merger or consolidation to which the Warrant
Agent shall be a party shall be the successor Warrant Agent under this Agreement
without any further act.

8.3. Fees and Expenses of Warrant Agent.

     8.3.1. Remuneration. The Company agrees to pay the Warrant Agent reasonable
remuneration for its services as such Warrant Agent hereunder and will reimburse
the Warrant Agent upon demand for all expenditures that the Warrant Agent may
reasonably incur in the execution of its duties hereunder.

     8.3.2. Further Assurances. The Company agrees to perform, execute,
acknowledge, and deliver or cause to be performed, executed, acknowledged, and
delivered all such further and other acts, instruments, and assurances as may
reasonably be required by the Warrant Agent for the carrying out or performing
of the provisions of this Agreement.

8.4. Liability of Warrant Agent.

     8.4.1. Reliance on Company Statement. Whenever in the performance of its
duties under this Warrant Agreement, the Warrant Agent shall deem it necessary
or desirable that any fact or matter be proved or established by the Company
prior to taking or suffering any action hereunder, such fact or matter (unless
other evidence in respect thereof be herein specifically prescribed) may be
deemed to be conclusively proved and established by a statement signed by the
President or Chairman of the Board of the Company and delivered to the Warrant
Agent. The Warrant Agent may rely upon such statement for any action taken or
suffered in good faith by it pursuant to the provisions of this Agreement.

     8.4.2. Indemnity. The Warrant Agent shall be liable hereunder only for its
own negligence, willful misconduct or bad faith. The Company agrees to indemnify
the Warrant Agent and save it harmless against any and all liabilities,
including judgments, costs and reasonable counsel fees, for anything done or
omitted by the Warrant Agent in the execution of this Agreement except as a
result of the Warrant Agent's negligence, willful misconduct, or bad faith.

     8.4.3. Exclusions. The Warrant Agent shall have no responsibility with
respect to the validity of this Agreement or with respect to the validity or
execution of any Warrant (except its countersignature thereof); nor shall it be
responsible for any breach by the Company of any covenant or condition contained
in this Agreement or in any Warrant; nor shall it be responsible to make any
adjustments required under the provisions of Section 4 hereof or responsible for
the manner, method, or amount of any such adjustment or the ascertaining of the
existence of facts that would require any such adjustment; nor shall it by any
act hereunder be deemed to make any representation or warranty as to the
authorization or reservation of any shares of Common Stock to be issued pursuant
to this Agreement or any Warrant or as to whether any shares of Common Stock
will when issued be valid and fully paid and nonassessable.

8.5. Acceptance of Agency. The Warrant Agent hereby accepts the agency
established by this Agreement and agrees to perform the same upon the terms and
conditions herein set forth and among other things, shall account promptly to
the Company with respect to Warrants exercised and concurrently account for, and
pay to the Company, all moneys received by the Warrant Agent for the purchase of
shares of the Company's Common Stock through the exercise of Warrants.

SECTION 9. MISCELLANEOUS PROVISIONS

9.1. Successors. All the covenants and provisions of this Agreement by or for
the benefit of the Company or the Warrant Agent shall bind and inure to the
benefit of their respective successors and assigns.

9.2. Notices. Any notice, statement or demand authorized by this Warrant
Agreement to be given or made by the Warrant Agent or by the holder of any
Warrant to or on the Company shall be sufficiently given or made if sent by
certified mail, or private courier service, postage prepaid, addressed (until
another address is filed in writing by the Company with the Warrant Agent), as
follows:

NeoStem, Inc.
 420 Lexington Avenue
 Suite 450
 New York, New York  10170
 Attn: Catherine Vaczy, Vice President and General Counsel

<PAGE>

Any notice, statement or demand authorized by this Agreement to be given or made
by the holder of any Warrant or by the Company to or on the Warrant Agent shall
be sufficiently given or made if sent by certified mail or private courier
service, postage prepaid, addressed (until another address is filed in writing
by the Warrant Agent with the Company), as follows:

Continental Stock Transfer & Trust Company
 17 Battery Place
 New York, New York 10004
 Attn: Compliance Department

with a copy in each case to:

Lowenstein Sandler PC
 65 Livingston Avenue
 Roseland, New Jersey  07068
 Attn: Alan Wovsaniker, Esq.

9.3. Applicable law. The validity, interpretation, and performance of this
Agreement and of the Warrants shall be governed in all respects by the laws of
the State of New York, without giving effect to conflict of laws. The Company
hereby agrees that any action, proceeding or claim against it arising out of or
relating in any way to this Agreement shall be brought and enforced in the
courts of the State of New York or the United States District Court for the
Southern District of New York, and irrevocably submits to such jurisdiction,
which jurisdiction shall be exclusive. The Company hereby waives any objection
to such exclusive jurisdiction and that such courts represent an inconvenience
forum. Any such process or summons to be served upon the Company may be served
by transmitting a copy thereof by registered or certified mail, return receipt
requested, postage prepaid, addressed to it at the address set forth in Section
9.2 hereof. Such mailing shall be deemed personal service and shall be legal and
binding upon the Company in any action, proceeding or claim.

9.4. Persons Having Rights under this Agreement. Nothing in this Agreement
expressed and nothing that may be implied from any of the provisions hereof is
intended, or shall be construed, to confer upon, or give to, any person or
corporation other than the parties hereto and the registered holders of the
Warrants any right, remedy, or claim under or by reason of this Warrant
Agreement or of any covenant, condition, stipulation, promise, or agreement
hereof. All covenants, conditions, stipulations, promises, and agreements
contained in this Warrant Agreement shall be for the sole and exclusive benefit
of the parties hereto and their successors and assigns and of the registered
holders of the Warrants.

9.5. Examination of the Warrant Agreement. A copy of this Agreement shall be
available at all reasonable times at the office of the Warrant Agent in the
Borough of Manhattan, City and State of New York, for inspection by the
registered holder of any Warrant. The Warrant Agent may require any such holder
to submit his Warrant for inspection by it.

9.6 Counterparts. This Agreement may be executed in any number of counterparts
and each of such counterparts shall for all purposes be deemed to be an
original, and all such counterparts shall together constitute but one and the
same instrument.

9.7. Effect of Headings. The Section headings herein are for convenience only
and are not part of this Warrant Agreement and shall not affect the
interpretation thereof.

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<PAGE>

     IN WITNESS WHEREOF, this Agreement has been duly executed by the parties
hereto as of the day and year first above written.
Attest:                               NEOSTEM, INC.

                                      By:
------------------------------------      /s/ Robin L. Smith
                                          --------------------------------------



Attest:                               CONTINENTAL STOCK TRANSFER & TRUST COMPANY

                                      By:
------------------------------------      /s/ John Comer
                                          --------------------------------------
                                          John Comer
                                          Vice President

<PAGE>


                                                                       EXHIBIT A

                      [FORM OF FACE OF WARRANT CERTIFICATE]

_________ Warrants


                            VOID AFTER JULY 16, 2012

                                     CLASS A
                        WARRANT CERTIFICATE FOR PURCHASE
                                 OF COMMON STOCK

                                  NEOSTEM, INC.


     THIS CERTIFIES THAT, for value received.
__________________________________________ is the registered holder of a Class A
Warrant or Warrants expiring July 16, 2012 (the "Warrant") to purchase one fully
paid and non-assessable share of Common Stock, par value $.001 per share
("Common Stock"), of NeoStem, Inc., a Delaware corporation (the "Company") for
each Warrant evidenced by this Warrant Certificate (the "Shares"). The Warrant
entitles the holder thereof to purchase from the Company commencing on the date
(not later than October 13, 2007) the Warrants become separately tradable
pursuant to Section 2.4 of the Warrant Agreement (as defined below) and
thereafter until July 16, 2012, such number of Shares of the Company at the
price of $6.00 per share (the "Warrant Price"), upon surrender of this Warrant
Certificate and payment of the Warrant Price at the office or agency of the
Warrant Agent, Continental Stock Transfer & Trust Company, subject to the
conditions set forth herein and in the Warrant Agreement between the Company and
Continental Stock Transfer & Trust Company dated July 8, 2007 (the "Warrant
Agreement"). The Warrant Agreement provides that upon the occurrence of certain
events the Warrant Price and the number of Shares purchasable hereunder, set
forth on the face hereof, may, subject to certain conditions, be adjusted. The
term Warrant Price as used in this Warrant Certificate refers to the price per
Share at which Shares may be purchased at the time the Warrant is exercised.

     No fraction of a Share will be issued upon any exercise of a Warrant. If
the holder of a Warrant would be entitled to receive a fraction of a Share upon
any exercise of a Warrant, the Company shall, upon such exercise, round up to
the nearest whole number the number of Shares to be issued to such holder.

     Upon any exercise of the Warrant for less than the total number of full
Shares provided for herein, there shall be issued to the registered holder
hereof or his assignee a new Warrant Certificate covering the number of Shares
for which the Warrant has not been exercised.

     Warrant Certificates, when surrendered at the office or agency of the
Warrant Agent by the registered holder hereof in person or by attorney duly
authorized in writing, may be exchanged in the manner and subject to the
limitations provided in the Warrant Agreement, but without payment of any
service charge, for another Warrant Certificate or Warrant Certificates of like
tenor and evidencing in the aggregate a like number of Warrants.

     Upon due presentment for registration of transfer of the Warrant
Certificate at the office or agency of the Warrant Agent, a new Warrant
Certificate or Warrant Certificates of like tenor and evidencing in the
aggregate a like number of Warrants shall be issued to the transferee in
exchange for this Warrant Certificate, subject to the limitations provided in
the Warrant Agreement, without charge except for any applicable tax or other
governmental charge.

     The Company and the Warrant Agent may deem and treat the registered holder
as the absolute owner of this Warrant Certificate (notwithstanding any notation
of ownership or other writing hereon made by anyone), for the purpose of any
exercise hereof, of any distribution to the registered holder, and for all other
purposes, and neither the Company nor the Warrant Agent shall be affected by any
notice to the contrary.

     This Warrant does not entitle the registered holder to any of the rights of
a stockholder of the Company.

     The Company reserves the right to redeem the Warrant, at any time prior to
its exercise, with a notice of redemption in writing to the Warrantholders of
Record, giving 30 days' notice of such redemption at any time after the Warrant
becomes exercisable if the Company's Common Stock closes at a price equal to or
exceeding $8.00 per share (subject to adjustment as provided in the Warrant
Agreement) for each of the 20 consecutive trading days on its principal trading
market. The redemption price of the Warrants is to be $.001 per Warrant. Any
Warrant either not exercised, or tendered back to the Company by the end of the
date specified in the notice of redemption, shall be canceled on the books of
the Company and have no further value except for the $.001 redemption price.

<PAGE>

This Warrant Certificate shall be governed by and construed in accordance with
the laws of the State of New York.

This Warrant Certificate is not valid unless countersigned by the Warrant Agent.

The terms and provisions of the Warrant Agreement are hereby incorporated by
reference into this Warrant Certificate.

--------------------------------------------------------------------------------

<PAGE>

IN WITNESS WHEREOF, the Company has caused this Warrant Certificate to be duly
executed, manually or in facsimile, by officers of the Company thereunto duly
authorized and a facsimile of its corporate seal to be imprinted hereon.


Dated: _______-                                    NEOSTEM, INC.

                                                   By:______________________
                                                       Name:
                                                       Title:

[seal]


Countersigned:


CONTINENTAL STOCK TRANSFER AND TRUST COMPANY

By:_____________________________
        Authorized Officer

<PAGE>

                    [FORM OF REVERSE OF WARRANT CERTIFICATE]


                                SUBSCRIPTION FORM

      To Be Executed by the Registered Holder in Order to Exercise Warrants

     The undersigned Registered Holder irrevocably elects to exercise
_____________ Warrants represented by this Warrant Certificate, and to purchase
the shares of Common Stock issuable upon the exercise of such Warrants, and
requests that Certificates for such shares shall be issued in the name of

            PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER
                    ----------------------------------------
                    ----------------------------------------
                    ----------------------------------------
                     [please print or type name and address]

and be delivered to:

                    ----------------------------------------
                    ----------------------------------------
                    ----------------------------------------
                     [please print or type name and address]


and if such number of Warrants shall not be all the Warrants evidenced by this
Warrant Certificate, that a new Warrant Certificate for the balance of such
Warrants be registered in the name of, and delivered to, the Registered Holder
at the address stated below.


Dated: ______________

                                               X
                                               ------------------------------
                                               ------------------------------
                                               ------------------------------
                                               ------------------------------
                                               Address

                                               ------------------------------
                                               Taxpayer Identification Number

                                               ------------------------------
                                               Signature Guaranteed

<PAGE>

                                   ASSIGNMENT

       To Be Executed by the Registered Holder in Order to Assign Warrants

     For Value Received,_________________________________hereby sell, assign,
and transfer unto


        PLEASE INSERT SOCIAL SECURITY NUMBER OR OTHER IDENTIFYING NUMBER
                    ----------------------------------------
                    ----------------------------------------
                    ----------------------------------------
                     [please print or type name and address]

____________________ of the Warrants represented by this Warrant Certificate,
and hereby irrevocably constitute and appoint ______________________ Attorney to
transfer this Warrant Certificate on the books of the Company, with full power
of substitution in the premises.


Dated:___________________________                 X_____________________________
                                                     Signature Guaranteed


     THE SIGNATURE TO THE ASSIGNMENT OF THE SUBSCRIPTION FORM MUST CORRESPOND TO
THE NAME WRITTEN UPON THE FACE OF THIS WARRANT CERTIFICATE IN EVERY PARTICULAR,
WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATSOEVER, AND MUST BE
GUARANTEED BY A COMMERCIAL BANK OR TRUST COMPANY OR A MEMBER FIRM OF THE
AMERICAN STOCK EXCHANGE, NEW YORK STOCK EXCHANGE, PACIFIC STOCK EXCHANGE OR
CHICAGO STOCK EXCHANGE.