Exhibit
10(ccc)





May 22, 2007


DC Associates


420 Lexington Avenue


Suite 450


New York, NY  10107


Attention:  Mr. Michael Crow, CEO


Dear Michael:


Reference is made
to that certain October 2006 letter agreement (the “Letter Agreement”) between
DC Associates (“DC”) and NeoStem, Inc. (“NeoStem”) describing the basic terms
of NeoStem’s use of space located at 420 Lexington Avenue, Suite 450, New York,
NY which had a commencement date of November 1, 2006.


The Letter
Agreement is hereby amended to provide that commencing as of May 1, 2007:


1.                 The utilized
space shall be expanded to immediately include two additional inner  furnished offices, work station and reception
area.  Another furnished office will
become available for use during the summer.


2.                 The monthly fee
shall be (i) a cash payment of $10,000; and (ii) $5,000 of the Company’s common
stock, $.001 par value (the “Common Stock Payment”).  The number of shares issued for the Common
Stock Payment shall be based on the fair market value of the common stock on
the first day of the month to which the payment relates.  The shares issued for the Common Stock
Payment shall have standard piggy-back registration rights.


In connection with
the foregoing, DC makes the following representations:


(a)             DC hereby represents and warrants to the
Company that DC is an “accredited investor” as that term is defined in Rule
501(a) of Regulation D promulgated under the Securities Act of 1933, as amended
(the “Securities Act”).  Specifically, DC
certifies that DC is one of the following:


	
  

  	
   

  	
    A bank as defined in Section 3(a)(2) of
  the Act, or a savings and loan association or other institution as defined in
  Section 

  



 













 


	
  

  	
   

  	
  3(a)(5)(A) of the Act, whether acting in its
  individual or fiduciary capacity; a broker or dealer registered pursuant to
  Section 15 of the Securities Exchange Act of 1934; an insurance company as
  defined in Section 2(13) of the Act; an investment company registered under
  the Investment Company Act of 1940 (the “Investment Company Act”) or a
  business development company as defined in Section 2(a)(48) of the Investment
  Company Act; a Small Business Investment Company licensed by the U.S. Small
  Business Administration under Section 301(c) or (d) of the Small Business Investment
  Act of 1958; a plan established and maintained by a state, its political
  subdivisions or any agency or instrumentality of a state or its political
  subdivisions for the benefit of its employees, if such plan has total assets
  in excess of $5,000,000; an employee benefit plan within the meaning of the
  Employee Retirement Income Security Act of 1974 (“ERISA”), if the investment
  decision is made by a plan fiduciary, as defined in Section 3(21) of ERISA,
  which is either a bank, savings and loan association, insurance company, or
  registered investment advisor, or if the employee benefit plan has total
  assets in excess of $5,000,000 or, if a self-directed plan, with investment
  decisions made solely by persons that are accredited investors.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  A private business development company as defined in
  Section 202(a)(22) of the Investment Advisers Act of 1940.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  An organization described in Section 501(c)(3) of
  the Internal Revenue Code, corporation, Massachusetts or similar business
  trust, or partnership, not formed for the specific purpose of acquiring the
  securities offered, with total assets in excess of $5,000,000.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  A director or executive officer of the Company.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  A natural person whose individual net worth, or
  joint net worth with that person’s spouse, at the time of his or her purchase
  exceeds $1,000,000.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  A natural person who had an individual income in
  excess of $200,000 in each of the two most recent years or joint income with
  that person’s spouse in excess of $300,000 in each of those years and has a
  reasonable expectation of reaching the same income level in the current year.

  



 













 


	
  

  	
   

  	
  A trust, with total assets in excess of $5,000,000,
  not formed for the specific purpose of acquiring the securities offered, whose
  purchase is directed by a sophisticated person as described in Rule
  506(b)(2)(ii) (i.e., a person who has such knowledge and experience in
  financial and business matters that he is capable of evaluating the merits
  and risks of the prospective investment).

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  An entity in which all of the equity owners are
  accredited investors.

  



 


(b) DC hereby certifies that DC is not a
non-resident alien for purposes of income taxation (as such term is defined in
the Internal Revenue Code of 1986, as amended, and Income Tax Regulations). DC
hereby agrees that if any of the information in this section changes, DC will
notify the Company within 60 days thereof. DC understands that the information
contained in this Section 2.4(b) may be disclosed to the Internal Revenue
Service by the Company and that any false statement contained in this Section
2.4(b) could be punished by fine, imprisonment or both.


(c) DC will not sell or otherwise
transfer the Shares without registration under the Securities Act or an
exemption therefrom, and fully understands and agrees that DC must bear the
economic risk of the investment for an indefinite period of time because, among
other reasons, the Shares have not been registered under the Securities Act or
under the securities laws of certain states and, therefore, cannot be resold,
pledged, assigned or otherwise disposed of unless they are subsequently
registered under the Securities Act and under applicable securities laws of
such states or an exemption from such registration is available. DC understands
that the Company is under no obligation to register the Shares on DC’s behalf
or to assist DC in complying with any exemption from such registration under
the Securities Act, except that if any sale proposed by DC is exempt from
registration, the Company will cause its counsel, at the Company’s expense, to
provide an appropriate opinion to that effect to the Company’s transfer agent.
It also understands that sales or transfers of the Shares are further
restricted by state securities laws.


(d) DC acknowledges that in making a
decision to subscribe for the Shares, DC has relied solely upon independent
investigations made by DC and the representations contained herein. DC
understands the business objectives and policies of, and the strategies which
may be pursued by, the Company. DC’s investment in the Shares is consistent
with the investment purposes and objectives and cash flow requirements of DC
and will not adversely affect DC’s overall need for diversification and
liquidity. DC acknowledges that DC is not subscribing pursuant hereto for any
Shares as a result of or subsequent to (a) any advertisement, article, notice
or other communications published on-line, in any newspaper, magazine or
similar media 













or broadcast over television or radio, or (b)
any seminar or meeting whose attendees, including DC, had been invited as a
result of, subsequent to or pursuant to any of the foregoing.


(e) DC has not reproduced, duplicated or
delivered this Agreement to any other person, except professional advisors to
DC or as instructed by the Company.


(f) DC has such knowledge and experience
in financial and business matters that DC is capable of evaluating the merits
and risks of DC’s investment in the Shares and is able to bear such risks, and
has obtained, in DC’s judgment, sufficient information from the Company or its
authorized representatives to evaluate the merits and risks of such investment.
DC has evaluated the risks of investing in the Shares and has determined that
the Shares is a suitable investment for DC.


(g) DC can afford a complete loss of the
investment in the Shares.


(h) DC is acquiring the Shares subscribed
for herein for DC’s own account, for investment purposes only and not with a
view to distribute or resell such Shares in whole or in part.


(i) DC agrees and is aware that:


(1) the Company has a limited operating history
under its current business plan;


(2) no federal or state agency has passed upon
the Shares or made any findings or determination as to the fairness of this
investment; and


(3) there are substantial risks of loss of
investment incidental to the purchase  of
the Shares.


(j) DC and DC’s advisors, if any, have
been furnished with all materials relating to the business, finances and
operations of the Company and materials relating to the offer and sale of the
Shares, which have been requested by DC. DC and DC’s advisors, if any, have
been afforded the opportunity to ask questions of the Company and have received
satisfactory answers to any such inquiries. Except as set forth in this
Agreement, the Company has made no representation or warranty on which DC has
relied to enter into this Agreement and acquire the Shares.


(k) DC does not have a present intention
to sell the Shares nor a present arrangement or intention to effect any distribution
of any of the Shares to or through any person or entity for purposes of
selling, offering, distributing or otherwise disposing of any of the Shares.


Except
as set forth above, the Letter Agreement shall remain unchanged.













 


	
   

  	
  NeoStem, Inc.

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/Robin Smith

  	
   

  
	
   

  	
  Robin Smith, CEO

  
	
  DC Associates

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By: 

  	
  /s/Michael Crow

  	
   

  	
   

  	
   

  
	
  Michael Crow,
  CEO