
                                                                    Exhibit 10.1


January 26, 2007


Dr. Robin L. Smith
930 Fifth Avenue
Suite 8H
New York, NY  10021

Dear Robin:

This letter is being written to serve as an amendment to the employment
agreement by and between you and NeoStem, Inc. (the "Company") dated as of May
26, 2006 pursuant to which you serve as the Company's Chairman of the Board and
Chief Executive Officer (the "Agreement"). Except as set forth herein, your
employment agreement shall remain unchanged. Initially capitalized terms used
herein but not defined herein shall have the meaning set forth in the Agreement.

1. Base Salary.
   -----------
Upon the closing of the Company's current equity financing, your Base Salary
shall be increased to $250,000. During the Term of the Agreement, your Base
Salary shall be increased by 10% on each one year anniversary of the execution
of this Amendment.

2. Cash and Stock Bonuses.
   ----------------------
No cash bonus shall be paid for 2007. Cash bonuses and stock awards under the
Company's 2003 Equity Participation Plan shall be fixed at the end of 2007 for
2008, in an amount to be determined.

3. Term.
   ----
The Term of the Agreement is hereby extended until December 31, 2010.

4. Severance
   ---------
Section 7(b)(i) of the Agreement is hereby amended to read in its entirety as
follows:

          "(b) Termination of Your Employment by the Company Without Cause or
     Voluntary Termination by You With Good Reason. If the Company terminates
     your employment without Cause or if you terminate your employment with Good
     Reason the following shall apply:

               (i) The Company shall pay to you the Base Salary at the time of
          termination for a period equal to two years following the date of such
          termination (the "Severance Period"). You shall be under no obligation
          to secure alternative employment during the Severance Period, and
          payment of the Base Salary shall be made without regard to any
          subsequent employment you may obtain."

<PAGE>


5. Acknowledgement of Stock Option Grant.
   -------------------------------------
You hereby acknowledge the grant to you on January 18, 2007 of an option under
the EPP to purchase 550,000 shares of the Company's common stock, $.001 par
value (the "Common Stock") at a per share exercise price equal to $.50 vesting
as to (i) 250,000 shares upon the closing of the Company's current equity
financing; (ii) as to 150,000 shares on June 30, 2007 and (iii) as to 150,000
shares on December 31, 2007; and shall otherwise be subject to all of the terms
and conditions of the EPP.

Except as provided in this letter agreement, the terms of the Employment
Agreement shall remain unchanged.

Very truly yours,

NeoStem, Inc.
By:  /s/ Richard Berman
Name:    Richard Berman
Title:   Chair, Compensation Committee

Accepted and Agreed:

/s/ Robin Smith
Robin Smith
