Exhibit 10.1


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                   ACQUISITION OF STEM CELL TECHNOLOGIES, INC.
                                       by
                                  NEOSTEM, INC.
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                        AGREEMENT AND PLAN OF ACQUISITION

     This Agreement and Plan of Acquisition ("Agreement") is entered into by and
between Stem Cell  Technologies,  Inc., a Florida  corporation,  ("SCTI"),  UTEK
CORPORATION,  a Delaware corporation,  ("UTEK"),  and NeoStem,  Inc., a Delaware
corporation, ("NBS").

     WHEREAS,  UTEK owns 100% of the  issued  and  outstanding  shares of common
stock of SCTI ("SCTI Shares"); and

     WHEREAS,  prior to the Closing Date,  SCTI will acquire the license for the
fields of use as described in the License  Agreement as described  and which are
attached hereto as part of Exhibit A and made a part of this Agreement ("License
Agreement")  and the rights to develop and market a proprietary  technology  for
the fields of uses specified in the License Agreement ("Technology").

     WHEREAS,  the parties desire to provide for the terms and  conditions  upon
which SCTI will be acquired by NBS in a stock-for-stock exchange ("Acquisition")
in  accordance  with  the  respective  corporation  laws of  their  state,  upon
consummation  of which all SCTI Shares will be owned by NBS,  and all issued and
outstanding SCTI Shares will be exchanged for common stock of NBS with terms and
conditions as set forth in this Agreement; and

     WHEREAS,  for  federal  income  tax  purposes,  it  is  intended  that  the
Acquisition  qualifies  within  the  meaning  of Section  368  (a)(1)(B)  of the
Internal Revenue Code of 1986, as amended.

     NOW,  THEREFORE,  in  consideration  of the premises and for other good and
valuable  consideration,  the receipt,  adequacy and sufficiency of which are by
this Agreement acknowledged, the parties agree as follows:

                                    ARTICLE 1
                         THE STOCK-FOR-STOCK ACQUISITION

     1.01 The Exchange. At the closing of the transactions  contemplated by this
Agreement  ("Closing"),  UTEK shall receive  400,000 common shares of the issued
and  outstanding  stock of NBS (the "NBS  Shares")  and in  exchange,  NBS shall
receive all of the SCTI Shares.

     1.02 Closing Date. The Closing of the  Acquisition  shall take place at the
latest on  November  15,  2007 or on such  other  date the  parties  hereto  may
mutually  agree;  provided that the parties have  complied with the  obligations
required in Article 3 hereof and all conditions set forth in Article 4 have been
fulfilled or waived in writing. The Closing shall be held at the offices of NBS,
420 Lexington  Avenue,  Suite 450, New York, NY 10170 or such other place as the
parties may mutually  agree.  The date upon which such Closing shall occur shall
be referred to as the "Closing Date."

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                                    ARTICLE 2
                         REPRESENTATIONS AND WARRANTIES

     2.01  Representations  and  Warranties  of UTEK  and  SCTI.  UTEK  and SCTI
represent  and  warrant  to NBS that the  facts  set  forth  below  are true and
correct:

            (a)  Organization.  SCTI and UTEK are  corporations  duly organized,
validly existing and in good standing under the laws of their respective  states
of  incorporation,  and they have the  requisite  power and authority to conduct
their business and consummate the  transactions  contemplated by this Agreement.
True,  correct and complete copies of the articles of incorporation,  bylaws and
all corporate  minutes of SCTI have been provided to NBS and such  documents are
presently  in  effect  and  have  not  been  amended  or  modified.  SCTI has no
subsidiaries  and no  interest  in any  other  corporation,  partnership,  joint
venture or other entity.

            (b)   Authorization.   The  execution  of  this  Agreement  and  the
consummation  of the  Acquisition  and  the  transactions  contemplated  by this
Agreement have been duly  authorized by the board of directors and  shareholders
of SCTI and the board of directors  of UTEK;  no other  corporate  action by the
respective  parties is necessary in order to execute,  deliver,  consummate  and
perform  their  respective  obligations  hereunder;  and SCTI and UTEK  have all
requisite  corporate and other  authority to execute and deliver this  Agreement
and consummate the transactions contemplated by this Agreement.

            (c)  Capitalization.  The  authorized  capital of SCTI  consists  of
1,000,000  shares of common stock with a par value $0.01 per share.  At the date
of this Agreement and at the Closing Date, all issued and outstanding  shares of
SCTI have been duly and  validly  issued and are fully  paid and  non-assessable
shares and have not been issued in violation of any  preemptive  or other rights
of any other person or any applicable  laws. SCTI is not authorized to issue any
preferred  stock. All dividends on SCTI Shares which have been declared prior to
the date of this Agreement have been paid in full.  There are no outstanding (i)
rights to purchase or subscribe for any shares, or other ownership  interests of
SCTI, (ii)  obligations of SCTI,  whether  absolute or contingent,  to issue any
equity securities or other ownership interests,  (iii) debt or equity securities
directly or indirectly  convertible  into any equity  securities of SCTI or (iv)
any  agreements,  options,  rights of first refusal or other similar rights with
respect  to the  shares of SCTI.  None of the SCTI  Shares  are  subject  to any
change, claim, condition,  interest,  lien, pledge, option, security interest or
other  encumbrance or  restriction,  including any  restriction on use,  voting,
transfer,  receipt of income or exercise of any other attribute of ownership. At
the date of this  Agreement,  1,000 SCTI  Shares are issued and  outstanding  as
follows:

                Shareholder             Number of SCTI Shares
                -----------             ---------------------
                  Utek                          1,000

                  Total                         1,000



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            (d)  Binding  Effect.  The  execution,   delivery,  performance  and
consummation   of  this  Agreement,   the   Acquisition  and  the   transactions
contemplated  by this Agreement will not violate any obligation to which SCTI or
UTEK is a party and will not create a default under any such obligation or under
any  agreement to which SCTI or UTEK is a party.  This  Agreement  constitutes a
legal, valid and binding obligation of SCTI,  enforceable in accordance with its
terms,  except as the  enforcement  may be  limited by  bankruptcy,  insolvency,
moratorium,  or similar laws affecting  creditor's  rights  generally and by the
availability  of injunctive  relief,  specific  performance  or other  equitable
remedies.

            (e)  Litigation  Relating  to this  Agreement.  There  are no suits,
actions or  proceedings  pending or to SCTI's  and UTEK's  knowledge  threatened
which seek to enjoin the  Acquisition or the  transactions  contemplated by this
Agreement or which, if adversely decided, would have a materially adverse effect
on its business, assets, prospects or the results of its operations of SCTI.

            (f) No Conflicting Agreements. Neither the execution and delivery of
this  Agreement  nor the  fulfillment  of or compliance by SCTI or UTEK with the
terms or  provisions  of this  Agreement  nor all other  documents or agreements
contemplated  by  this  Agreement  and  the  consummation  of  the  transactions
contemplated by this Agreement will result in a breach of the terms,  conditions
or provisions  of, or constitute a default  under,  or result in a violation of,
SCTI or UTEK's articles of incorporation or bylaws, the Technology,  the License
Agreement or any agreement,  contract,  instrument, order, judgment or decree to
which  SCTI  or  UTEK  is a party  or by  which  SCTI  or  UTEK or any of  their
respective assets is bound, or violate any provision of any applicable law, rule
or  regulation  or any  order,  decree,  writ  or  injunction  of any  court  or
government   entity  which  materially   affects  their  respective   assets  or
businesses.

            (g) Consents. No consent from or approval of any court, governmental
entity or any  other  person is  necessary  in  connection  with  execution  and
delivery of this Agreement by SCTI and UTEK or performance of the obligations of
SCTI and UTEK hereunder or under any other  agreement to which SCTI or UTEK is a
party; and the  consummation of the transactions  contemplated by this Agreement
will not  require  the  approval of any entity or person in order to prevent the
termination  of the  Technology,  the License  Agreement  or any other  material
right,  privilege,  license  or  agreement  relating  to SCTI or its  assets  or
business.

            (h) Title to  Assets/SCTI  Shares.  SCTI has or has  agreed to enter
into the agreements as listed on Exhibit A attached hereto. These agreements and
the assets shown on the balance sheet of attached  Exhibit B are the sole assets
of SCTI. SCTI has or will by the Closing Date have good and marketable  title to
its assets, free and clear of all liens, claims,  charges,  mortgages,  options,
security  agreements and other  encumbrances of every kind or nature whatsoever.
As of the date hereof and the Closing  Date,  UTEK is the record and  beneficial
owner of the SCTI  Shares  free and clear of all liens and  restrictions  of any
kind.

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            (i) Intellectual Property

               (1) The  University of Louisville  Research  Foundation  ("ULRF")
owns the  Technology  and has all right,  power,  authority  and  ownership  and
entitlement  to file,  prosecute  and maintain in effect the Patent  application
with respect to the Inventions listed in Exhibit A hereto.

               (2) The License  Agreement  between  ULRF and SCTI  covering  the
Inventions is legal,  valid,  binding and will be enforceable in accordance with
its terms as contained in Exhibit A.

               (3)  Except  as  otherwise  set  forth  in  this  Agreement,  NBS
acknowledges  and  understands  that SCTI and UTEK make no  representations  and
provide  no  assurances  that the  rights  to the  Technology  and  Intellectual
Property  contained in the License Agreement do not, and will not in the future,
infringe or otherwise violate the rights of third parties.

               (4) Except as otherwise  expressly  set forth in this  Agreement,
SCTI and UTEK make no  representations  and  extend no  warranties  of any kind,
either  express  or  implied,  including,  but  not  limited  to  warranties  of
merchantability, fitness for a particular purpose, non-infringement and validity
of the Intellectual Property.

            (j)  Liabilities of SCTI. SCTI has no assets (except as set forth in
Section  2.01(h)),  no  liabilities  or  obligations  of any kind,  character or
description except those listed on the attached exhibits.

            (k)  Financial  Statements.  The unaudited  financial  statements of
SCTI,  including a balance sheet,  attached as Exhibit B and made a part of this
Agreement, are, in all respects,  complete and correct and present fairly SCTI's
financial  position and the results of its  operations  on the dates and for the
periods  shown in this  Agreement;  provided,  however,  that interim  financial
statements are subject to customary year-end  adjustments and accruals that will
not have a material adverse effect on the overall financial condition or results
of its  operations.  SCTI has not engaged in any business  not  reflected in its
financial statements.  There have been no material adverse changes in the nature
of its business, prospects, the value of assets or the financial condition since
the date of its  financial  statements.  There are no, and on the  Closing  Date
there will be no,  outstanding  obligations  or  liabilities  of SCTI  except as
specifically  set  forth in the  financial  statements  and the  other  attached
schedules and exhibits. There is no information known to SCTI or UTEK that would
prevent the financial  statements of SCTI from being audited in accordance  with
generally accepted accounting principles.

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            (l)  Taxes.  All  returns,  reports,  statements  and other  similar
filings required to be filed by SCTI with respect to any federal,  state,  local
or foreign taxes,  assessments,  interests,  penalties,  deficiencies,  fees and
other  governmental  charges  or  impositions  have been  timely  filed with the
appropriate governmental agencies in all jurisdictions in which such tax returns
and  other  related  filings  are  required  to be filed;  all such tax  returns
properly reflect all liabilities of SCTI for taxes for the periods,  property or
events  covered by this  Agreement;  and all taxes,  whether or not reflected on
those tax  returns,  and all  taxes  claimed  to be due from SCTI by any  taxing
authority,  have been properly  paid,  except to the extent  reflected on SCTI's
financial  statements,  where SCTI has  contested  in good faith by  appropriate
proceedings  and reserves have been  established on its financial  statements to
the full extent if the  contest is  adversely  decided  against it. SCTI has not
received any notice of assessment or proposed  assessment in connection with any
tax returns, nor is SCTI a party to or to the best of its knowledge, expected to
become a party to any pending or threatened action or proceeding,  assessment or
collection  of taxes.  SCTI has not  extended or waived the  application  of any
statute  of  limitations  of  any  jurisdiction   regarding  the  assessment  or
collection  of any  taxes.  There are no tax liens  (other  than any lien  which
arises by operation of law for current  taxes not yet due and payable) on any of
its assets. There is no basis for any additional  assessment of taxes,  interest
or penalties. SCTI has made all deposits required by law to be made with respect
to  employees'   withholding  and  other  employment  taxes,  including  without
limitation  the portion of such  deposits  relating to taxes  imposed upon SCTI.
SCTI is not and has never been a party to any tax  sharing  agreements  with any
other person or entity.

            (m) Absence of Certain Changes or Events.  From the date of the full
execution  of the Term Sheet dated  February 20, 2007 between UTEK and NBS until
the Closing Date,  SCTI has not, and without the written consent of NBS, it will
not have:

               (1) Sold,  encumbered,  assigned let lapsed or transferred any of
its assets,  including without limitation the Intellectual Property, the License
Agreement or any other material asset;

               (2) Amended or terminated the License Agreement or other material
agreement  or done any act or omitted to do any act which would cause the breach
of the License Agreement or any other material agreement;

               (3)  Suffered any damage,  destruction  or loss whether or not in
control of SCTI;

               (4) Made any  commitments or agreements for capital  expenditures
or otherwise;

               (5)  Entered  into any  transaction  or made any  commitment  not
disclosed to NBS;

               (6) Incurred any material  obligation  or liability  for borrowed
money;

               (7)  Suffered  any  other  event  of  any  character,   which  is
reasonable to expect,  would adversely affect the future condition (financial or
otherwise) assets or liabilities or business or prospects of SCTI; or

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               (8) Taken any action, which could make any of the representations
or warranties made by SCTI or UTEK untrue as of the date of this Agreement or as
of the Closing Date.

            (n)  Material  Agreements.  Exhibit A  attached  contains a true and
complete list of all  contemplated  and executed  agreements  between SCTI and a
third party. A complete and accurate copy of all material agreements,  contracts
and commitments of the following types, whether written or oral to which it is a
party or is bound (Contracts),  has been provided to NBS and such agreements are
or will be at the Closing Date, in full force and effect  without  modifications
or amendment and constitute the legally valid and binding obligations of SCTI in
accordance  with  their  respective  terms  and will  continue  to be valid  and
enforceable  following  the  Acquisition.  SCTI is not in  default of any of the
Contracts. In addition:

               (1) There are no outstanding unpaid promissory notes,  mortgages,
indentures,  deed  of  trust,  security  agreements  and  other  agreements  and
instruments  relating to the borrowing of money by or any extension of credit to
SCTI;

               (2)  There  are  no  outstanding  operating   agreements,   lease
agreements or similar agreements by which SCTI is bound;

               (3) The complete  final draft of the License  Agreement  has been
provided to NBS;

               (4)  Except as set forth in (3) above,  there are no  outstanding
licenses to or from others of any intellectual property and trade names;


               (5) There are no  outstanding  agreements or commitments to sell,
lease or otherwise dispose of any of SCTI's property; and

               (6) There are no  breaches  of any  agreement  to which SCTI is a
party.

            (o) Compliance  with Laws. SCTI is in compliance with all applicable
laws, rules,  regulations and orders promulgated by any federal,  state or local
government body or agency relating to its business and operations.

            (p)  Litigation.  There  is no  suit,  action  or  any  arbitration,
administrative,  legal or other  proceeding  of any  kind or  character,  or any
governmental  investigation  pending or to the best  knowledge  of SCTI or UTEK,
threatened against SCTI, the Technology,  or the License Agreement affecting its
assets or business  (financial or otherwise) or prospects,  and neither SCTI nor
UTEK is in  violation  of or in default  with  respect to any  judgment,  order,
decree or other  finding of any court or  government  authority  relating to the
assets, business or properties of SCTI or the transactions  contemplated hereby.
There are no pending or  threatened  actions  or  proceedings  before any court,
arbitrator  or  administrative  agency,  which would,  if adversely  determined,
individually or in the aggregate,  materially and adversely affect the assets or
business of SCTI or the transactions contemplated.

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            (q) Employees.  SCTI has no and never had any employees. SCTI is not
a party to or bound by any  employment  agreement or any  collective  bargaining
agreement  with respect to any  employees.  SCTI is not in violation of any law,
regulation relating to employment of employees.

            (r) Adverse  Effect.  Neither SCTI nor UTEK has any knowledge of any
or threatened  existing  occurrence,  action or  development  that could cause a
material adverse effect on SCTI or its business,  assets or condition (financial
or otherwise) or prospects.

            (s) Employee Benefit Plans.  SCTI has never had any employee benefit
plans, and there are no commitments to create any,  including without limitation
as such term is defined in the Employee  Retirement Income Security Act of 1974,
as amended, in effect, and there are no outstanding or un-funded liabilities nor
will the  execution  of this  Agreement  and the  actions  contemplated  in this
Agreement  result  in any  obligation  or  liability  to any  present  or former
employee.

            (t) Books and  Records.  The books and records of SCTI are  complete
and  accurate  in  all  material  respects,  fairly  present  its  business  and
operations, have been maintained in accordance with good business practices, and
applicable legal  requirements,  and accurately reflect in all material respects
its business, financial condition and liabilities.

            (u) No  Broker's  Fees.  Neither  UTEK  nor SCTI  has  incurred  any
investment banking,  advisory or other similar fees or obligations in connection
with this Agreement or the transactions contemplated by this Agreement.

            (v) Full Disclosure.  All  representations or warranties of UTEK and
SCTI are true, correct and complete in all material respects on the date of this
Agreement and shall be true, correct and complete in all material respects as of
the Closing Date as if they were made on such date. No statement made by UTEK or
SCTI in this  Agreement  or in the  exhibits to this  Agreement  or any document
delivered  by them or on their  behalf  pursuant to this  Agreement  contains an
untrue statement of material fact or omits to state all material facts necessary
to make the statements in this Agreement not misleading in any material  respect
in light of the circumstances in which they were made.

     2.02  Representations and Warranties of NBS. NBS represents and warrants to
UTEK and SCTI that the facts set forth below are true and correct.

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            (a)  Organization.  NBS is a  corporation  duly  organized,  validly
existing and in good  standing  under the laws of  Delaware,  is qualified to do
business as a foreign corporation in other jurisdictions in which the conduct of
its business or the ownership of its properties require such  qualification,  to
the  extent  that a failure  to do so will have a  Material  Adverse  Effect (as
defined  below),  and has all  requisite  power and  authority  to  conduct  its
business and operate  properties.  "Material  Adverse  Effect"  means any event,
change or effect  that,  when  taken  individually  or  together  with all other
adverse events,  changes and effects,  is likely to be materially adverse to the
condition (financial or otherwise),  properties, assets, liabilities,  business,
operations, results of operations or prospects of the business of NBS.

            (b)   Authorization.   The  execution  of  this  Agreement  and  the
consummation of the Acquisition and the other transactions  contemplated by this
Agreement  have been duly  authorized by the board of directors of NBS; no other
corporate  action on their  respective  parts is  necessary in order to execute,
deliver,  consummate and perform their obligations hereunder;  and they have all
requisite  corporate and other  authority to execute and deliver this  Agreement
and consummate the transactions contemplated by this Agreement.

            (c)  Capitalization.  The  authorized  capital  of NBS  consists  of
500,000,000  (Five  Hundred  Million)  shares of common  stock  with a par value
$0.001 per share (NBS Common Shares).  All issued and outstanding  shares of NBS
have been duly and validly issued and are fully paid and  non-assessable  shares
and have not been issued in violation of any  preemptive  or other rights of any
other person or any applicable laws.

            (d)  Binding  Effect.  The  execution,   delivery,  performance  and
consummation  of the  Acquisition  and  the  transactions  contemplated  by this
Agreement  will not violate any  obligation to which NBS is a party and will not
create a default  hereunder,  and this Agreement  constitutes a legal, valid and
binding obligation of NBS,  enforceable in accordance with its terms,  except as
the enforcement may be limited by bankruptcy, insolvency, moratorium, or similar
laws affecting creditor's rights generally and by the availability of injunctive
relief, specific performance or other equitable remedies.

            (e)  Litigation  Relating  to this  Agreement.  There  are no suits,
actions or  proceedings  pending or to its  knowledge  threatened  which seek to
enjoin the  Acquisition or the  transactions  contemplated  by this Agreement or
which,  if  adversely  decided,  would have a materially  adverse  effect on its
business, assets, prospects or the results of its operations of NBS.

            (f) No Conflicting Agreements. Neither the execution and delivery of
this  Agreement  nor the  fulfillment  of or compliance by NBS with the terms or
provisions of this Agreement will result in a breach of the terms, conditions or
provisions of, or constitute  default under,  or result in a violation of, their
respective corporate charters or bylaws, or any agreement, contract, instrument,
order,  judgment  or  decree to which it is a party or by which it or any of its
assets are bound,  or violate  any  provision  of any  applicable  law,  rule or
regulation or any order, decree, writ or injunction of any court or governmental
entity which materially affects its assets or business.

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            (g)  Consents.   Assuming  the   correctness   of  UTEK  and  SCTI's
representations,  no consent from or approval of any court,  governmental entity
or any other person is necessary in  connection  with its execution and delivery
of this Agreement  except as has already been obtained;  and the consummation of
the transactions contemplated by this Agreement will not require the approval of
any entity or person in order to prevent the  termination of any material right,
privilege, license or agreement relating to NBS or its assets or business.

            (h) Financial  Statements.  The financial statements included in the
Form 8-K filed  pursuant to the  Securities  Exchange Act of 1934, as amended on
September 11, 2007, are true and complete copies of the financial  statements of
NBS.  These  financial  statements  (i) have  been  prepared  from the books and
records of NBS in accordance with generally  accepted  accounting  principles as
applicable in the United States,  consistently  applied with prior periods,  and
(ii) are complete and correct and fairly  reflect,  in each case in all material
respects,  the  financial  condition  and results of operations of NBS as of the
dates and for the periods indicated thereon.

            (i) Full Disclosure.  All  representations  or warranties of NBS are
true,  correct  and  complete  in all  material  respects  on the  date  of this
Agreement and shall be true, correct and complete in all material respects as of
the Closing Date as if they were made on such date. No statement made by them in
this Agreement or in the exhibits to this Agreement or any document delivered by
them or on their behalf pursuant to this Agreement  contains an untrue statement
of material  fact or omits to state all  material  facts  necessary  to make the
statements in this Agreement not misleading in any material  respect in light of
the circumstances in which they were made.

            (j) Compliance with Laws. NBS will comply with all applicable  laws,
rules,  regulations  and  orders  promulgated  by any  federal,  state  or local
government body or agency relating to its business and operations, to the extent
that a failure to do so will have a Material Adverse Effect.

            (k)  Litigation.  There  is no  suit,  action  or  any  arbitration,
administrative,  legal or other  proceeding  of any  kind or  character,  or any
governmental  investigation pending or, to the best knowledge of NBS, threatened
against  NBS  materially   affecting  its  assets  or  business   (financial  or
otherwise),  and NBS is not in  violation  of or in default  with respect to any
judgment,  order, decree or other finding of any court or government  authority.
There are no pending or  threatened  actions  or  proceedings  before any court,
arbitrator  or  administrative  agency,  which would,  if adversely  determined,
individually or in the aggregate,  materially and adversely affect its assets or
business.

            (l) Investment  Company  Status.  NBS is not an investment  company,
either registered or unregistered.

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     2.03  Investment  Representations  of UTEK. UTEK represents and warrants to
NBS that:

            (a) General.  It has such  knowledge and experience in financial and
business  matters  as to be  capable  of  evaluating  the risks and merits of an
investment  in NBS Shares  pursuant to the  Acquisition.  It is able to bear the
economic  risk of the  investment  in NBS Shares,  including the risk of a total
loss of the investment in NBS Shares.  The  acquisition of NBS Shares is for its
own account and is for investment and not with a view to the distribution of NBS
Shares.  Except as permitted  by law, it has a no present  intention of selling,
transferring  or  otherwise  disposing  in any way of all or any  portion of the
shares at the present time. All information  that it has supplied to NBS is true
and correct.  It has conducted all investigations  and due diligence  concerning
NBS to evaluate the risks  inherent in accepting and holding the shares which it
deems  appropriate,  and  it has  found  all  such  information  obtained  fully
acceptable.  It has had an  opportunity  to ask  questions  of the  officer  and
directors of NBS concerning NBS Shares and the business and financial  condition
of and prospects for NBS, and the officers and directors of NBS have  adequately
answered  all  questions  asked and made all relevant  information  available to
them.  UTEK is an accredited  investor,  as the term is defined in Regulation D,
promulgated  under the  Securities  Act of 1933,  as amended,  and the rules and
regulations                                                          thereunder.

            (b) Stock  Transfer  Restrictions.  UTEK  acknowledges  that the NBS
Shares  will  not be  registered  and  UTEK  will  not be  permitted  to sell or
otherwise  transfer the NBS Shares in any  transaction in  contravention  of the
following legend, which will be imprinted in substantially the following form on
the stock certificate representing NBS Shares:

THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED (THE ACT), OR UNDER THE SECURITIES LAWS
OF ANY STATE. THESE SECURITIES MAY NOT BE SOLD, OFFERED FOR SALE, ASSIGNED,
TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED PURSUANT TO THE
PROVISIONS OF THE ACT AND THE LAWS OF SUCH STATES UNDER WHOSE LAWS A TRANSFER OF
SECURITIES WOULD BE SUBJECT TO A REGISTRATION REQUIREMENT, UNLESS UTEK
CORPORATION HAS OBTAINED AN OPINION OF COUNSEL STATING THAT SUCH DISPOSITION IS
IN COMPLIANCE WITH AN AVAILABLE EXEMPTION FROM SUCH REGISTRATION.


                                    ARTICLE 3
                    TRANSACTIONS PRIOR TO CLOSING / COVENANTS

     3.01. Corporate  Approvals.  Prior to the Closing Date, each of the parties
shall submit this  Agreement to its board of directors and when  necessary,  its
respective  shareholders  and  obtain  approval  of this  Agreement.  Copies  of
corporate actions taken shall be provided to each party.

                                       10
<PAGE>

     3.02 Access to  Information.  Each party agrees to permit,  upon reasonable
notice,  the  attorneys,  accountants,  and other  representatives  of the other
party's reasonable access during normal business hours to its properties and its
books and records to make reasonable investigations with respect to its affairs,
and to make its officers and employees available to answer questions and provide
additional information as reasonably requested.

     3.03  Expenses.  Each party agrees to bear its own  expenses in  connection
with the  negotiation and  consummation of the Acquisition and the  transactions
contemplated by this Agreement.

     3.04 Covenants.  Except as permitted in writing,  each party agrees that it
will:

            (a) Use its good faith  efforts to obtain  all  requisite  licenses,
permits, consents, approvals and authorizations necessary in order to consummate
the Acquisition; and

            (b) Notify the other parties upon the  occurrence of any event which
would have a materially  adverse effect upon the Acquisition or the transactions
contemplated  by this  Agreement  or upon the  business,  assets or  results  of
operations; and

            (c) Not modify  its  corporate  structure,  except as  necessary  or
advisable  in  order  to  consummate  the  Acquisition   and  the   transactions
contemplated by this Agreement.

                                    ARTICLE 4
                              CONDITIONS PRECEDENT


     The  obligation  of the  parties  to  consummate  the  Acquisition  and the
transactions  contemplated  by  this  Agreement  are  subject  to the  following
conditions that may be waived, to the extent permitted by law:

     4.01.  Each party must obtain the  approval of its board of  directors  and
such approval shall not have been rescinded or restricted.

     4.02. Each party shall obtain all requisite  licenses,  permits,  consents,
authorizations  and  approvals  required to  complete  the  Acquisition  and the
transactions contemplated by this Agreement.

     4.03.  There shall be no claim or  litigation  instituted  or threatened in
writing by any person or  government  authority  seeking to restrain or prohibit
any  of  the  contemplated   transactions  contemplated  by  this  Agreement  or
challenges the right, title and interest of UTEK in the SCTI Shares or the right
of SCTI or UTEK to consummate the Acquisition contemplated hereunder.

                                       11
<PAGE>

     4.04. The  representations  and warranties of the parties shall be true and
correct in all material respects at the date hereof and at the Closing Date.

     4.05. The Technology and Intellectual  Property has been prosecuted in good
faith with reasonable diligence.

     4.06. NBS shall have received a certificate of the chief executive  officer
of SCTI that the License  Agreement:  (i) is in full force and effect,  (ii) has
not been amended in any way.

     4.07. SCTI shall provide to NBS the written opinion of its legal counsel in
substantially the form of opinion attached hereto as Exhibit C.

     4.08.  All documents that are necessary to be filed prior to the closing of
the transactions  contemplated  hereby shall have been filed with the applicable
governmental and regulatory  authorities,  including,  without  limitation,  the
United States Securities and Exchange Commission.

     4.09. NBS shall have received, within five (5) business days of the Closing
Date, each of the following:

            (a) the  stock  certificates  representing  the  SCTI  Shares,  duly
endorsed  (or   accompanied   by  duly  executed   stock  powers)  by  UTEK  for
cancellation;

            (b) all documentation relating to SCTI's business, all in a form and
substance satisfactory to NBS;

            (c) such agreements,  files and other data and documents  pertaining
to SCTI's business as NBS may reasonably request;

            (d) copies of the general  ledgers and books of account of SCTI, and
all federal, state and local income,  franchise,  property and other tax returns
filed by SCTI since the inception of SCTI;

            (e)  certificates  of the Secretary of State of the State of Florida
as to the legal existence and good standing,  as applicable,  (including tax) of
SCTI in Florida;

            (f) the  original  corporate  minute  books of SCTI,  including  the
articles of  incorporation  and bylaws of SCTI, and all other documents filed in
this Agreement;

            (g) all consents,  assignments or related documents of conveyance to
give NBS the benefit of the transactions contemplated hereunder;

            (h) such  documents as may be needed to accomplish the Closing under
the corporate laws of the states of incorporation of NBS and SCTI, and

                                       12
<PAGE>

            (i) such other  documents,  instruments or  certificates  as NBS, or
their counsel may reasonably request.

     4.10. NBS shall have completed due diligence investigation of SCTI to NBS's
satisfaction in their sole discretion.

     4.11. NBS shall receive the resignation  effective the Closing Date of each
director and officer of SCTI.


                                    ARTICLE 5
                  SURVIVAL OF REPRESENTATIONS AND WARRANTIES /

     5.01.  Survival of  Representations  and  Warranties of UTEK and SCTI.  The
representations  and warranties made by UTEK and SCTI shall survive for a period
of one year after the Closing Date, and thereafter all such  representation  and
warranties shall be extinguished, except with respect to claims then pending for
which specific notice has been given during such one-year period.

     5.02.   Survival   of   Representations   and   Warranties   of  NBS.   The
representations  and  warranties  made by NBS shall  survive for a period of one
year  after the  Closing  Date,  and  thereafter  all such  representations  and
warranties shall be extinguished, except with respect to claims then pending for
which specific notice has been given during such one-year period.

     5.03.  Limitations  on Liability.  NBS agrees that UTEK shall not be liable
under  this  agreement  to NBS  or  their  respective  successor's,  assigns  or
affiliates  except where damages  result  directly from the gross  negligence or
willful misconduct of UTEK or its employees.  In no event shall UTEK's liability
exceed the total amount of the fees paid to UTEK under this agreement, nor shall
UTEK be liable for  incidental or  consequential  damages of any kind. NBS shall
indemnify  UTEK,  and hold UTEK  harmless  against  any and all  claims by third
parties for losses, damages or liabilities,  including reasonable attorneys fees
and expenses ("Losses"),  arising in any manner out of or in connection with the
rendering  of  services  by UTEK  under  this  Agreement,  unless it is  finally
judicially  determined  that such Losses  resulted from the gross  negligence or
willful  misconduct  of UTEK.  The terms of this  paragraph  shall  survive  the
termination  of this  agreement  and  shall  apply  to any  controlling  person,
director, officer, employee or affiliate of UTEK.

     5.04.  Indemnification.  NBS agrees to indemnify and hold harmless UTEK and
its subsidiaries  and affiliates and each of its and their officers,  directors,
principals,   shareholders,   agents,   independent   contactors  and  employees
(collectively  "Indemnified  Persons")  from  and  against  any and all  claims,
liabilities,  damages,  obligations,  costs and expenses  (including  reasonable
attorneys'  fees and  expenses  and costs of  investigation)  arising  out of or
relating to matters or arising  from this  Agreement,  except to the extent that
any such claim, liability,  obligation,  damage, cost or expense shall have been
determined by final non-appealable order of a court of competent jurisdiction to
have resulted from the gross negligence or willful misconduct of the Indemnified
Person or Persons in respect of whom such liability is asserted.

                                       13
<PAGE>

     5.05.  Limitations  on Liability.  UTEK agrees that NBS shall not be liable
under  this  agreement  to UTEK or  their  respective  successor's,  assigns  or
affiliates  except where damages  result  directly from the gross  negligence or
willful  misconduct of NBS or its employees.  In no event shall NBS's  liability
exceed the total amount of the fees paid to NBS under this agreement,  nor shall
NBS be liable for incidental or  consequential  damages of any kind.  UTEK shall
indemnify NBS, and hold NBS harmless against any and all claims by third parties
for losses,  damages or  liabilities,  including  reasonable  attorneys fees and
expenses  ("Losses"),  arising in any manner  out of or in  connection  with the
rendering  of  services  by NBS  under  this  Agreement,  unless  it is  finally
judicially  determined  that such Losses  resulted from the gross  negligence or
willful  misconduct  of NBS.  The  terms of this  paragraph  shall  survive  the
termination  of this  agreement  and  shall  apply  to any  controlling  person,
director, officer, employee or affiliate of NBS.

     5.06.  Indemnification.  UTEK agrees to indemnify and hold harmless NBS and
its subsidiaries  and affiliates and each of its and their officers,  directors,
principals,   shareholders,   agents,   independent   contactors  and  employees
(collectively  "Indemnified  Persons")  from  and  against  any and all  claims,
liabilities,  damages,  obligations,  costs and expenses  (including  reasonable
attorneys'  fees and  expenses  and costs of  investigation)  arising  out of or
relating to matters or arising  from this  Agreement,  except to the extent that
any such claim, liability,  obligation,  damage, cost or expense shall have been
determined by final non-appealable order of a court of competent jurisdiction to
have resulted from the gross negligence or willful misconduct of the Indemnified
Person or Persons in respect of whom such liability is asserted.

            (a) Limitation of Liability.  UTEK agrees that no Indemnified Person
shall have any  liability  as a result of the  execution  and  delivery  of this
Agreement,  or other matters  relating to or arising from this Agreement,  other
than liabilities that shall have been determined by final  non-appealable  order
of a court of competent  jurisdiction to have resulted from the gross negligence
or willful  misconduct of the  Indemnified  Person or Persons in respect of whom
such liability is asserted. Without limiting the generality of the foregoing, in
no event shall any Indemnified Person be liable for  consequential,  indirect or
punitive  damages,  damages  for lost  profits  or  opportunities  or other like
damages or claims of any kind.

                                    ARTICLE 6
                                    REMEDIES

     6.01 Specific  Performance.  Each party's  obligations under this Agreement
are unique. If any party should default in its obligations under this agreement,
the parties each acknowledge that it would be extremely impracticable to measure
the resulting damages. Accordingly, the non-defaulting party, in addition to any
other available rights or remedies,  may sue in equity for specific performance,
and the parties each  expressly  waive the defense that a remedy in damages will
be adequate.

                                       14
<PAGE>

     6.02 Costs. If any legal action or any  arbitration or other  proceeding is
brought for the enforcement of this agreement or because of an alleged  dispute,
breach,  default, or  misrepresentation in connection with any of the provisions
of this  agreement,  the  successful  or  prevailing  party or parties  shall be
entitled to recover reasonable  attorneys' fees and other costs incurred in that
action or proceeding, in addition to any other relief to which it or they may be
entitled.


                                    ARTICLE 7
                                   ARBITRATION

     In the event a dispute arises with respect to the  interpretation or effect
of this Agreement or concerning the rights or obligations of the parties to this
Agreement,  the  parties  agree  to  negotiate  in good  faith  with  reasonable
diligence in an effort to resolve the dispute in a mutually  acceptable  manner.
Failing to reach a  resolution  of this  Agreement,  either party shall have the
right to submit the dispute to be settled by  arbitration  before one arbitrator
under  the  Commercial   Rules  of  Arbitration  of  the  American   Arbitration
Association.  The parties agree that,  unless the parties  mutually agree to the
contrary such arbitration  shall be conducted in the State of New York. The cost
of  arbitration  shall be borne by the party  against whom the award is rendered
or, if in the interest of fairness, as allocated in accordance with the judgment
of the arbitrators.


                                    ARTICLE 8
                                  MISCELLANEOUS

     8.01.  No party may assign this  Agreement or any right or obligation of it
hereunder  without  the  prior  written  consent  of the other  parties  to this
Agreement.  No permitted  assignment  shall  relieve a party of its  obligations
under this Agreement without the separate written consent of the other parties.

     8.02.  This Agreement shall be binding upon and inure to the benefit of the
parties and their respective permitted successors and assigns.

     8.03. Each party agrees that it will comply with all applicable laws, rules
and regulations in the execution and  performance of its obligations  under this
Agreement.

     8.04.  This Agreement shall be governed by and construct in accordance with
the laws of the State of Delaware  without  regard to principles of conflicts of
law.

     8.05. This document  constitutes a complete and entire  agreement among the
parties with reference to the subject  matters set forth in this  Agreement.  No
statement or  agreement,  oral or written,  made prior to or at the execution of
this  Agreement and no prior course of dealing or practice by either party shall
vary or modify the terms set forth in this  Agreement  without the prior consent
of the other parties to this Agreement.  This Agreement may be amended only by a
written document signed by the parties.

                                       15
<PAGE>

     8.06. All notices, requests,  demands, or other communications with respect
to this  Agreement  shall be in  writing  and  shall  be (a)  sent by  facsimile
transmission,  (b) or with respect of notices from the United States sent by the
United  States Postal  Service,  registered or certified  mail,  return  receipt
requested,  or (c)  personally  delivered  by a  nationally  recognized  express
overnight courier service,  charges prepaid, to the following addresses (or such
other  addresses as the parties may specify from time to time in accordance with
this Section):


         (i) If to UTEK:

         UTEK CORPORATION
         Clifford M. Gross, Ph.D.
         Chief Executive Officer
         2109 East Palm Avenue
         Tampa, Florida 33605


         (ii) If to NBS or SCTI:

         NEOSTEM, INC.
         Catherine Vaczy
         General Counsel
         420 Lexington Ave, Suite 450
         New York, New York 10170


     8.07. The invalidity or unenforceability of any provision of this Agreement
shall not affect the validity or  enforceability  of any other provision of this
Agreement.

     8.08.  This  Agreement  may be executed in multiple  counterparts,  each of
which shall constitute one and a single Agreement.

     8.09. Any facsimile signature of any part to this Agreement or to any other
agreement or document executed in connection of this Agreement should constitute
a legal, valid and binding execution by such parties.




                       (SIGNATURES ON THE FOLLOWING PAGE)

                                       16
<PAGE>

NEOSTEM, INC.                                   STEM CELL TECHNOLOGIES, INC.

By: /s/ Robin Smith                             By: /s/ Jennifer Willis
    --------------                                  -------------------
    Robin Smith, M.D.                               Jennifer Willis
    Chief Executive Officer                         President


    Address:                                        Address:
    420 Lexington Ave, Suite 450                    2109 East Palm Avenue
    New York, New York 10170                        Tampa, Florida 33605

    Date: November 12, 2007                         Date: November 12, 2007


UTEK CORPORATION


By: /s/ Clifford M. Gross
    ---------------------
    Clifford M. Gross, Ph.D.
    Chief Executive Officer

    Address:
    2109 East Palm Avenue
    Tampa, Florida 33605

    Date: November 12, 2007


UTEK CORPORATION

By: /s/ Doug Schaedler
    Doug Schaedler
    Chief Compliance Officer

    Address:
    2109 East Palm Avenue
    Tampa, Florida 33605

    Date: November 12, 2007



                                       17