EQUITY
      INVESTMENT AND

    SHARE
      PURCHASE AGREEMENT

    


    This
      Equity Investment and Share Purchase Agreement (the 'Agreement') originally
      effective June 22, 2005, (the "Closing Date"), is hereby amended and restated
      this 15th
      day of
      September, 2005 by and between REGAL ONE CORPORATION, a corporation organized
      under the laws of Florida ("RONE"), having its principal offices at 11300 West
      Olympic Blvd., Suite 800, Los Angeles, California 90064, and NEURALSTEM, INC.,
      a
      Delaware corporation ("NEURALSTEM"), having its principal offices at 9700 Great
      Seneca Highway, Rockville, Maryland 20850.

    


    RECITALS:

     

    NEURALSTEM
      is a development stage company engaged in stem cell research and the therapeutic
      application of stem cells; and

     

    To
      further its business plans and
      raise
      needed capital, NEURALSTEM is seeking to sell its common shares in a private
      placement and to accelerate the registration of its shares for public trading
      through an SB-2 Registration filing with the SEC, and

     

    It
      is the
      intention of the parties hereto that RONE shall either directly or through
      its
      assigns acquire equity interests in NEURALSTEM for a minimum of $500,000 in
      cash, payable according to a pre-agreed share purchase schedule and other good
      and valuable consideration, and

     

    The
      boards of directors of RONE and NEURALSTEM deem it to be in the best interest
      of
      RONE and NEURALSTEM to proceed with these actions.

     

    NOW,
      THEREFORE, in consideration of the mutual covenants,
      agreements,
      representations and warranties contained in this Agreement, the parties hereto
      agree as follows:

     

    SECTION
      1. PURCHASE
      OF SHARES AND OTHER CONSIDERATIONS

    


    1.
      Purchase of Shares

     

    
      	 	
              1.1
                

            	
              On
                or before September 20, 2005, RONE or other investors facilitated
                by RONE,
                shall purchase between $200,000 and $500,000 of NEURALSTEM common
                stock at
                a price of fifty cents per share, following a forward split of NEURALSTEM
                common stock to create 16,607,588 issued and outstanding
                shares

            


    

    


    
      	 	
              1.2
                

            	
              Upon
                the closing of this Agreement, NEURALSTEM will transfer to RONE 1,845,287
                shares (10% of the total of 18,452,875 shares which will then be
                shown as
                issued and outstanding at
                the closing), in exchange for facilitating and paying for the SB-2
                Registration and for arranging investments in NEURALSTEM
                by the investment community.

            


    

    


    
      	
            	1.3	
              In
                addition, RONE will be granted a warrant to purchase 1,000,000 shares
                of
                NEURALSTEM at a purchase price of $5.00 per share; this warrant will
                be
                valid for ten years from the earlier of i) the date the SB-2 statement
                is
                effective, or ii) December 31, 2006. NEURALSTEM agrees to grant RONE
                unlimited piggy back registration. The warrants shall also contain
                a
                provision making them callable by the Company in the event that the
                shares
                trade at a price of at least $6.00 per share for ten (10) consecutive
                trading days.

            


    

    


    
      	 	
              1.4
                

            	
              Prior
                to the date of filing the registration, RONE or other investors
                facilitated by RONE intend to invest an overall minimum amount of
                $3,000,000 in NEURALSTEM stock.
                The
                purchase price for shares purchased after those described in Section
                1.1
                is anticipated to be $1.00 per share; however,
                both parties agree that NEURALSTEM will sell these shares at a lower
                price
                if required, to achieve at least $2,000,000 of investment prior to
                the
                SB-2 filing.

            


    

     

    
      	
            	
              1.5
                

            	
              
                Restricted
                  Securities. The
                  Common Stock issued by NEURALSTEM has not been registered under
                  the
                  Securities Act of 1933, as amended (the “Securities Act"), and may not be
                  re-sold unless the resale thereof is registered under the Securities
                  Act
                  or an exemption from such registration is available. Each certificate
                  representing the Common Stock will have a legend thereon in substantially
                  the following form:

              

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
            	
               

            	
              
                THE
                  SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
                  UNDER
                  THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT''),
                  OR ANY
                  APPLICABLE STATE LAW. THEY MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED
                  OR PLEDGED UNLESS REGISTERED UNDER THE SECURITIES ACT AND ANY APPLICABLE
                  STATE LAW OR PURSUANT TO AN EXEMPTION FROM SUCH REGISTRATION
                  REQUIREMENTS.

              

            


    

     

    
      	 	
              1.6
                

            	
              Board
                of Directors. RONE
                shall have the right, but not the obligation, to occupy a seat on
                the
                Board of Directors of NEURALSTEM for
                one three-year term.

            


    

     

    
      	
            	
              1.7
                

            	
              
                Employment
                  Contracts. Other
                  Consideration. Richard Garr and Dr. Karl Johe will sign seven year
                  employment contracts with non-compete
                  provisions.

              

            


    

    


    SECTION
      2. REPRESENTATIONS
      AND WARRANTIES OF NEURALSTEM AND SHAREHOLDERS

     

    NEURALSTEM
      hereby represents and
      warrants
      on or before the First Closing date as follows:

     

    
      	 	
              2.1 

            	
              Organization
                and Good Standing. NEURALSTEM
                is an entity, duly organized, validly existing and in good standing
                under
                the laws of Delaware. The company has the corporate power and authority
                to
                carry on its business as presently conducted, and is qualified to
                do
                business in all jurisdictions where the failure to be so qualified
                would
                have a material adverse effect on its
                business.

            


    

    


    
      	 	
              2.2
                

            	
              Corporate
                Authority. NEURALSTEM
                has the power to operate as a corporation and to perform any corporate
                obligations hereunder. The execution and delivery of this Agreement
                by
                NEURALSTEM, and the consummation of the transactions contemplated
                hereby,
                do not violate any State, Governmental or corporate restrictions
                governing
                these transactions, The execution and performance of this Agreement,
                will
                not constitute a breach of any agreement, indenture, mortgage, license
                or
                other instrument or document to which NEURALSTEM is a party and will
                not
                violate any judgment, decree, order, writ, rule, statute, or regulation
                applicable to NEURALSTEM or its properties. The execution and performance
                of this Agreement will not violate or conflict with any provision
                of the
                laws of the State of Delaware.

            


    

    


    
      	 	
              2.3
                

            	
              Capitalization
                and the NEURALSTEM Shares. The
                total authorized capital of NEURALSTEM consists of 75,000,000 shares
                of
                common stock, of which 18,452,875 shares are issued (including RONE
                fee of
                1,845,287 shares) and outstanding and 7,000,000 shares of preferred
                stock,
                of which none is issued and outstanding. There are no options,
                warrants, or other rights to equity interests outstanding other than
                those
                disclosed in the accompanying option table. NEURALSTEM reserves the
                right
                to implement stock compensation plans and traditional ESOP programs
                for
                new additions to its Board of Directors, Advisory Board members,
                and key
                executive hires.

            


    

    


    
      	 	
              2.4 

            	
              Receipt
                of Corporate Information, Independent Investigation,
                Access.
                RONE information is available to NEURALSTEM via the EDGAR website.
                NEURALSTEM acknowledges that they, in making the decision to go forward
                as
                set forth in this Agreement, have relied upon independent investigations
                made by them or their representatives, if any, and they have been
                given
                access to and the opportunity to examine all material contracts and
                documents relating to this Agreement and an opportunity to ask questions
                of, and to receive information from, RONE or any person acting on
                its
                behalf concerning the terms and conditions of this Agreement. NEURALSTEM
                and its advisors, if any, have received complete and satisfactory
                answers
                to any such inquiries.

            


    

    


    
      	
            	2.5	
              Financial
                Statements: Books and Records.
                NEURALSTEM will provide unaudited financial statements of the Company
                as
                of June 30, 2005 (the NEURALSTEM Financial Statements"). These NEURALSTEM
                Financial Statements will be attached as Schedule 2.5 and shall fairly
                represent the financial position of NEURALSTEM at those dates and
                the
                results of their operations for the periods then ended. The NEURALSTEM
                Financial Statements will be prepared in accordance with generally
                accepted GAAP accounting standards.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	 	
              2.6
                

            	
              Approvals.
                No
                approval, authorization, consent, order or other action of, or
                filing
                with, any person, firm or corporation or any court, administrative
                agency
                or other governmental authority is required in connection with the
                execution and delivery of this Agreement by
                NEURALSTEM.

            


    

    


    
      	
            	2.7	
              No
                Material Adverse Changes. Since
                June 30, 2005 there has not been:

            


    

     

    (i)
      any
      material adverse change in the financial position of NEURALSTEM except changes
      arising in the ordinary course of business, which changes will in no event
      materially and adversely affect the financial position of
      NEURALSTEM;

     

    (ii)
      any
      damage, destruction or loss materially affecting the assets, prospective
      business, operations or condition (financial or otherwise) of NEURALSTEM whether
      or not covered by insurance;

     

    (iii)
      any
      declaration, setting aside or payment of any dividend or distribution with
      respect to any redemption or repurchase of NEURALSTEM capital
      interests;

     

    (iv)
      any
      sale of an asset (other than in the ordinary course of business) or any mortgage
      or pledge by NEURALSTEM of arty properties or assets; Or

     

    (v)
      adoption of any pension, profit sharing, retirement, stock bonus, stock option
      or similar plan, or arrangement, except those listed in the Schedule attached
      to
      this Agreement and/or delivered to RONE.

    


    
      	 	
              2.8

            	
              No
                Breach. The
                execution, delivery and performance of this Agreement and the consummation
                of the transactions contemplated hereby will
                not:

            


    

     

    (i)
      violate any provision of the Articles of Incorporation or the Bylaws of
      NEURALSTEM;

     

    (ii)
      violate, conflict with or result in the breach of any of the terms of, result
      in
      a material modification of, otherwise give any other contracting party the
      right
      to terminate, or constitute (or with notice or lapse of time, or both
      constitute) a default under any contract or other agreement to which NEURALSTEM
      is a party or by or to which it or any of its assets or properties may be bound
      or subject;

     

    (iii)
      violate any order, judgment, injunction, award or decree of any court,
      arbitrator or governmental or regulatory body against, or binding upon,
      NEURALSTEM or upon the properties or business of NEURALSTEM; or

     

    (iv)
      violate any statute,
      law or
      regulation of any jurisdiction applicable to the transactions contemplated
      herein which could have a material, adverse effect on the business or operations
      of NEURALSTEM.


     

    
      	 	
              2.9
                

            	
              Actions
                and Proceedings.
                NEURALSTEM
                is not a
                party to any material pending litigation or, to the knowledge of
                the
                shareholders, after reasonable inquiry, any governmental investigation
                or
                proceeding not reflected in the NEURALSTEM Financial Statements and,
                to
                their best knowledge, no material litigation, claims, assessments
                or
                non-governmental proceedings are threatened against
                NEURALSTEM.

            


    

    


    
      	
            	2.10	
              Operations
                of NEURALSTEM. From
                the date of the Financial Statement through the Date of Closing,
                NEURALSTEM has not and will not, outside of the ordinary course of
                business, have:

            


    

     

    (i)
      incurred any indebtedness or borrowed money; except as disclosed in the exhibits
      hereto,

     

    (ii)
      declared or paid any dividend or declared or made any distribution of any kind
      to any Shareholder, or made any direct or indirect redemption, retirement,
      purchase or other acquisition of any interests in its capital
      structure;

     

    (iii)
      made any loan or advance to any shareholder, officer, director, employee,
      consultant, agent or other representative or made any other loan or
      advance;

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (iv)
      disposed of any assets of NEURALSTEM;

     

    (v)
      materially increased the annual level of compensation of any executive employee
      of NEURALSTEM;

     

    (vi)
      increased, terminated, amended or otherwise modified any plan for the benefit
      of
      employees of NEURALSTEM;

     

    (vii)
      issued any equity securities or rights to acquire such equity securities except
      as listed in the attached Schedule; or entered into or modified any contract,
      agreement or transaction, outside of the ordinary business of the
      Company.

     

    SECTION
      3.
      COVENANTS

     

    
      	
            	
              3.1
                

            	
              
                Corporate
                  Examinations and Investigations. Prior
                  to the Closing Date, the parties acknowledge that they have been
                  entitled,
                  through their employees and representatives, to make such investigation
                  of
                  the assets, properties, business and operations, books, records
                  and
                  financial condition of the other as they each may reasonably require.
                  No
                  investigations, by a party hereto shall, however, diminish or waive
                  any of
                  the representations, warranties, covenants or agreements of the
                  party
                  under this Agreement

              

            


    

    


    
      	 	
              3.2
                

            	
              Further
                Assurances.
                The parties shall execute such documents and other papers and take
                such
                further actions as may be reasonably required or desirable to carry
                our
                the provisions hereof and the transactions contemplated hereby. Each
                such
                party shall use its best efforts to fulfill or obtain the fulfillment
                of
                the conditions to the Closing, including, without limitation, the
                execution and delivery of any documents or other papers, the execution
                and
                delivery of which are necessary or appropriate to the
                Closing.

            


    

    


    
      	 	
              3.3
                

            	
              Confidentiality.
                In
                the event the transactions contemplated by this Agreement are not
                consummated, RONE and NEURALSTEM agree to keep confidential any
                information disclosed to each other in connection therewith for a
                period
                of one (1) year from the date hereof; provided however, such obligation
                shall not apply to information
                which:

            


    

     

    (i)
      at
      the time of the disclosure was public knowledge;

     

    (ii)
      after the time of disclosure becomes public knowledge (except due to the action
      of the receiving party); or 

     

    (iii)
      the
      receiving party had within its possession at the time of disclosure: or


     

    (iv)
      is
      ordered disclosed by a Court of proper jurisdiction

    


    SECTION
      4. SURVIVAL OF REPRESENTATIONS AND WARRANTEES

     

    Notwithstanding
      any right of either party to investigate the affairs of the other party
      and its
      Shareholders, each party has the right to rely fully upon representations,
      warranties, covenants and agreements of the other party and its Shareholders
      contained in this Agreement or in any document delivered to one by the other
      or
      any of their representatives, in connection with the transactions contemplated
      by this Agreement. All such representations, warranties, covenants and
      agreements shall survive the execution and delivery hereof and the closing
      hereunder for one year following the Closing.

    


    SECTION
      5. MISCELLANEOUS

     

    
      	 	
              5.1

            	
              Waivers. The
                waiver of a breach of this Agreement or the failure of any party
                hereto to
                exercise any right under this Agreement shall in no way constitute
                waiver
                as to future breach whether similar or dissimilar in nature or as
                to the
                exercise of any further right under this
                Agreement.

            


    

    


    
      	
            	5.2	
              Amendment.
                This Agreement may he amended or modified only by an instrument of
                equal
                formality signed by the parties
                or the duly authorized representatives of the respective
                parties.

            


    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
            	5.3	
              Assignment.
                This Agreement is not assignable except by operation of
                law.

            


    

    


    
      	
            	5.4	
              Notice.
                Until otherwise specified in writing, the mailing addresses and fax
                numbers of the parties of this Agreement shall be as
                follows;

            


    

    


    TO:
      REGAL
      ONE CORPORATION:

    c/o
      Malcolm Currie 

    28780
      Wagon Road 

    Agoura
      CA
      91301 

    Fax:
      (818) 707-6409

    Email;
      mrcurrie@sbcglobal.net

     

    with
      copy
      to;

    Christopher
      Dieterich

    11300
      West Olympic Boulevard, Suite 80C) Los Angeles, California 9006.1

    Fax:
      (310) 312-6680

    Email:
      venturelaw@gmail,com

    


    To:
      NEURALSTEM:

    Richard
      Garr, President

    Neuralstem,
      Inc.

    9700
      Great Seneca Highway Rockville MD 20850

    Email:
      irgarr@neuraIstem.com

    


    Any
      notice or statement given under this Agreement shall be deemed to have been
      given if sent by
      registered mail addressed to the other party at the address indicated above
      or
      at such other address which shall have been furnished in writing to the
      addressor.

    


    
      	 	
              5.5
                

            	
              Governing
                Law.
                This Agreement shall be construed, and the legal relations between
                the
                parties determined, in accordance with the laws of the State of
                California, thereby precluding any choice of law rules which may
                direct the application of the laws of any other
                jurisdiction.

            


    

    


    
      	 	
              5.6

            	
              Publicity.
                No
                publicity release or announcement concerning this Agreement or the
                transactions contemplated hereby shall be issued by either party
                hereto at
                any time from the signing hereof without advance approval in writing
                of
                the form
                and substance by the other party.

            


    

    


    
      	 	
              5.7
                

            	
              Entire
                Agreement. This
                Agreement and the collateral agreements executed in connection with
                the
                consummation of the transactions contemplated herein contain the
                entire
                agreement among the parties with respect to the purchase and issuance
                of
                the shares and options and related transactions, and supersede all
                prior
                agreements, written or oral,
                with respect thereto.

            


    

    


    
      	
            	5.8	
              Headings.
                The headings in this Agreement are for reference purposes only and
                shall
                not in any way affect the
                meaning or interpretation of this
                Agreement.

            


    

    


    
      	
            	5.9	
              Severability
                of Provisions.
                The invalidity or unenforceability of any term, phrase, clause, paragraph,
                restriction, covenant, agreement or provision of this Agreement shall
                in
                no way affect the validity or enforcement of any other provision
                or any
                part thereof.

            


    

    


    
      	
            	5.10	
              Counterparts.
                This Agreement may be executed in any number of counterparts, each
                of
                which when so executed, shall constitute an original copy hereof,
                but all
                of which together shall consider but one and the same document.
                

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
            	5.11	
              Binding
                Effect.
                This Agreement shall be binding upon the parties hereto and inure
                to the
                benefit of the parties, their respective heirs, administrators, executors,
                successors ad assigns.

            


    

    


    
      	
            	5.12	
              Tax
                Treatment. Each
                party acknowledges that they each have been represented by their
                own tax
                advisors in connection ,
                in
                connection with this transaction; that none of them has made a
                representation or warranty to any of the other parties with respect
                to the
                tax treatment accorded this transaction, or the effect individually
                or
                corporately on any party under the applicable tax laws, regulations,
                or
                interpretations; and that no opinion of counsel or private revenue
                ruling
                has been obtained with respect to the effects of this transaction
                under
                the Code.

            


    

    


    
      	
            	5.13	
              Press
                Releases.
                The parties will mutually agree as to the wording
                and timing of any informational releases concerning this transaction
                prior
                to and through Closing.

            


    

    


    IN
      WITNESS WHEREOF, the parties
      have executed this Agreement on the date first above written:

     

    
      
        	REGAL
                ONE
                CORPORATION	 	 	NEURALSTEM,
                INC.
	 	 	 	 
	 	 	 	 
	By:	
                /s/ Malcolm Currie

                
                  

                

              	 	 	By:
	
                /s/ I. Richard Garr

                
                  

                

              
	
                Malcolm
                  Currie,

                President/CEO

              	 	 	
                I.
                  Richard Garr

                President/CEO