Exhibit
10.1


AGREEMENT


This
Agreement is entered into as of the __ day of September 2006 by and between the
undersigned Investor and NeoStem, Inc. (the “Company”) a Delaware corporation
with offices at 420 Lexington Avenue, Suite 450, New York, New York  10107.


WHEREAS,
pursuant to the terms of an agreement with an original purchaser or purchasers
(the “Original Purchaser”) who pursuant to a private placement under Regulation
D promulgated under Section 4(2) and Rule 506 of the Securities Act of 1933, as
amended (the “Act”) purchased from the Company a promissory note or Notes (the “Note”), convertible into shares (the “Conversion
Shares”) of the Company’s common stock, par value $.001 (“Common
Stock”) at the rate of $.60 per Conversion Share, subject to adjustment;


WHEREAS,
the Note is scheduled to mature nine months from the date of issuance;


WHEREAS,
pursuant to an Agreement with the Original Purchaser, Investor has purchased
all right, title  and interest in the
Note and agreed to its immediate conversion and the Company wishes to provide
additional inducement for such immediate conversion.


Capitalized
terms not otherwise defined herein shall have the meaning ascribed to them in
the Note.


NOW,
THEREFORE, the parties hereto hereby agree as follows:


1.  Amendment of Note; New Unit Warrant;
immediate conversion.


The
Company hereby reduces the per share conversion price for each Conversion Share
from $.60 to $.44 and hereby grants to the Investor a new unit warrant (the “New
Unit Warrrant”) to purchase up to 41,667 shares of Common Stock for each
$25,000 in principal amount of the Note at an exercise price of $.80 per share
to be represented by a separate warrant agreement issued by the Company.  By executing this Agreement, Investor hereby
converts the Note.


2.  Waiver of Penalties; rights to interest.


Investor
hereby waives any and all penalties, liquidated damages and rights to interest
accumulated as of the date of this Letter.


3.  Investment Representations.


(i)            Investor Representation.  Investor understands that the Note, the
Conversion Shares, the New Unit Warrant and the shares of Common Stock
underlying the New Unit Warrant (the “Warrant Shares” and collectively, the “Securities”)
are each “restricted securities” and have not been registered under the Securities
Act or qualified under any applicable state securities law by reason of their
issuance in a transaction that does not require registration or qualification
(based in part on the accuracy of the representations and warranties of the
Investor contained herein), and that such securities must be held indefinitely
unless a subsequent disposition is registered under the Securities Act or any
applicable state securities laws or is exempt from such registration.  The Investor hereby agrees that the Company may
insert the following or similar legend on the face of the Securities, if
required in compliance with federal and state securities laws:


“These securities have
not been registered under the Securities Act of 1933, as amended (the “Securities
Act”) or under the securities laws of any state.  They may not be sold, offered for sale, or
hypothecated in the absence of a registration statement in effect with respect
to the securities under such act or an opinion of counsel reasonably
satisfactory to the company that such registration is not required pursuant to
a valid exemption therefrom under the Securities Act.”


 (ii)          No
Distribution.  Investor is acquiring
the Securities as principal for its own account, in the ordinary course of its
business, and not with a view to or for distributing or reselling such
Securities or any part thereof.  Other
than as provided in this Agreement, Investor has no present intention of
distributing any of the Securities and has no agreement or understanding,
directly or indirectly, with any other individual, corporation, partnership,
trust, incorporated or unincorporated association, joint venture, limited
liability company, joint









 



stock company, government (or an agency or subdivision
thereof), or other entity of any kind (each, a “Person”)
regarding the distribution of such Securities.


(iii)          Investor Status.  Investor is, and on each date on which it
exercises any New Unit Warrants it will be an “Accredited Investor” as defined
in Rule 501(a)(1), (a)(2), (a)(3), (a)(7), or (a)(8) under the Securities
Act.  In general, an Accredited Investor
is deemed to be an institution with assets in excess of $5,000,000 or
individuals with net worth in excess of $1,000,000 or annual income exceeding
$200,000, or $300,000 jointly with their spouse.


(iv)          Experience of
Investor.  Investor, either alone or
together with its representatives, has such knowledge, sophistication, and
experience in business and financial matters so as to be capable of evaluating
the merits and risks of the prospective investment in the Securities, and has
so evaluated the merits and risks of such investment.  The Investor has not authorized any Person to
act as his Purchaser Representative (as that term is defined in Regulation D of
the General Rules and Regulations under the Act) in connection with this
transaction.  Investor is able to bear
the economic risk of an investment in the Securities and, at the present time,
is able to afford a complete loss of such investment.


(v)           General
Solicitation.  Investor is not
purchasing the Securities as a result of any advertisement, article, notice or
other communication regarding the Securities published in any newspaper,
magazine, or similar media or broadcast over television or radio or presented
at any seminar or any other general solicitation or general advertisement.


(vi)          Access to Information.  The Investor and Investor’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
Securities, which have been requested by the Investor. The Investor and
Investor’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 the Investor has relied to enter into this
Agreement and acquire the Securities.


5.  No Other Changes.  Except as provided in this Agreement the
terms of the Note shall remain unchanged.


IN
WITNESS WHEREOF, the parties have executed this Agreement.


	
  

  	
   

  	
  NEOSTEM, INC.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Name: Robin L.
  Smith, CEO

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  INVESTOR

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Title: