                                                                    Exhibit 10.3

                                                                     Exhibit A-1


THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY OTHER
APPLICABLE SECURITIES LAWS AND HAVE BEEN ISSUED IN RELIANCE UPON AN EXEMPTION
FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND SUCH OTHER
SECURITIES LAWS. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN
MAY BE SOLD, ASSIGNED, TRANSFERRED, ENCUMBERED, OR OTHERWISE DISPOSED OF, EXCEPT
PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR AN
OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION
IS NOT REQUIRED.


Warrant No. __________


                   WARRANT TO PURCHASE SHARES OF COMMON STOCK

                                       OF

                                  NEOSTEM, INC.

         THIS CERTIFIES that, for value received,  [______________]  is entitled
to purchase  from NEOSTEM,  INC., a Delaware  corporation  (the  "Corporation"),
subject to the terms and conditions hereof, _______________ shares (the "Warrant
Shares") of common stock,  $.001 par value (the "Common  Stock").  This warrant,
together with all warrants hereafter issued in exchange or substitution for this
warrant,  is  referred  to as the  "Warrant"  and the holder of this  Warrant is
referred  to as the  "Holder."  The  number  of  Warrant  Shares is  subject  to
adjustment as  hereinafter  provided.  Notwithstanding  anything to the contrary
contained  herein,  this  Warrant  shall expire at 5:00 p.m.  (Eastern  Time) on
__________, 2014 (the "Termination Date").

         1. Exercise of Warrants. The Holder may, at any time prior to the
Termination Date, exercise this Warrant in whole or in part at an exercise price
per share equal to $.80 per share, subject to adjustment as provided herein (the
"Exercise Price"), by the surrender of this Warrant (properly endorsed) at the
principal office of the Corporation, or at such other agency or office of the
Corporation in the United States of America as the Corporation may designate by
notice in writing to the Holder at the address of such Holder appearing on the
books of the Corporation, and by payment to the Corporation of the Exercise
Price in lawful money of the United States by check or wire transfer for each
share of Common Stock being purchased. Upon any partial exercise of this
Warrant, there shall be executed and issued to the Holder a new Warrant in
respect of the shares of Common Stock as to which this Warrant shall not have
been exercised. In the event of the exercise of the rights represented by this
Warrant, a certificate or certificates for the Warrant Shares so purchased, as
applicable, registered in the name of the Holder, shall be delivered to the
Holder hereof as soon as practicable after the rights represented by this
Warrant shall have been so exercised.


         2. Reservation of Warrant Shares. The Corporation agrees that, prior to
the expiration of this Warrant, it will at all times have authorized and in
reserve, and will keep available, solely for issuance or delivery upon the
exercise of this Warrant, the number of Warrant Shares as from time to time
shall be issuable by the Corporation upon the exercise of this Warrant.

         3. No Stockholder Rights. This Warrant shall not entitle the holder
hereof to any voting rights or other rights as a stockholder of the Corporation.

         4. Transferability of Warrant. Prior to the Termination Date and
subject to compliance with applicable Federal and State securities and other
laws, this Warrant and all rights hereunder are transferable, in whole or in
part, at the office or agency of the Company by the Holder in person or by duly
authorized attorney, upon surrender of this Warrant together with the Assignment
Form annexed hereto properly endorsed for transfer. Any registration rights to
which this Warrant may then be subject shall be transferred together with the
Warrant to the subsequent Investor.

                                       1
<PAGE>

         5. Certain Adjustments. With respect to any rights that Holder has to
exercise this Warrant and convert into shares of Common Stock, Holder shall be
entitled to the following adjustments:

                  (a) Merger or Consolidation. If at any time there shall be a
merger or a consolidation of the Corporation with or into another entity when
the Corporation is not the surviving corporation, then, as part of such merger
or consolidation, lawful provision shall be made so that the holder hereof shall
thereafter be entitled to receive upon exercise of this Warrant, during the
period specified herein and upon payment of the aggregate Exercise Price then in
effect, the number of shares of stock or other securities or property (including
cash) of the successor corporation resulting from such merger or consolidation,
to which the holder hereof as the holder of the stock deliverable upon exercise
of this Warrant would have been entitled in such merger or consolidation if this
Warrant had been exercised immediately before such transaction. In any such
case, appropriate adjustment shall be made in the application of the provisions
of this Warrant with respect to the rights and interests of the holder hereof as
the holder of this Warrant after the merger or consolidation.

                  (b) Reclassification, Recapitalization, etc. If the
Corporation at any time shall, by subdivision, combination or reclassification
of securities, recapitalization, automatic conversion, or other similar event
affecting the number or character of outstanding shares of Common Stock, or
otherwise, change any of the securities as to which purchase rights under this
Warrant exist into the same or a different number of securities of any other
class or classes, this Warrant shall thereafter represent the right to acquire
such number and kind of securities as would have been issuable as the result of
such change with respect to the securities that were subject to the purchase
rights under this Warrant immediately prior to such subdivision, combination,
reclassification or other change.

                  (c) Split or Combination of Common Stock and Stock Dividend.
In case the Corporation shall at any time subdivide, redivide, recapitalize,
split (forward or reverse) or change its outstanding shares of Common Stock into
a greater number of shares or declare a dividend upon its Common Stock payable
solely in shares of Common Stock, the Exercise Price shall be proportionately
reduced and the number of Warrant Shares proportionately increased. Conversely,
in case the outstanding shares of Common Stock of the Corporation shall be
combined into a smaller number of shares, the Exercise Price shall be
proportionately increased and the number of Warrant Shares proportionately
reduced.

         6. Legend and Stop Transfer Orders. Unless the Warrant Shares have been
registered under the Securities Act, upon exercise of any part of the Warrant,
the Corporation shall instruct its transfer agent to enter stop transfer orders
with respect to such Warrant Shares, and all certificates or instruments
representing the Warrant Shares shall bear on the face thereof substantially the
following legend:

         THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
         UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES
         ACT"), OR ANY OTHER APPLICABLE SECURITIES LAWS AND HAVE BEEN ISSUED IN
         RELIANCE UPON AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE
         SECURITIES ACT AND SUCH OTHER SECURITIES LAWS. NEITHER THIS SECURITY
         NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE SOLD, ASSIGNED,
         TRANSFERRED, ENCUMBERED, OR OTHERWISE DISPOSED OF, EXCEPT PURSUANT TO
         AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR AN
         OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE CORPORATION THAT SUCH
         REGISTRATION IS NOT REQUIRED.

                                       2
<PAGE>

         7. Miscellaneous. This Warrant shall be governed by and construed in
accordance with the laws of the State of New York. All the covenants and
provisions of this Warrant by or for the benefit of the Corporation shall bind
and inure to the benefit of its successors and assigns hereunder. Nothing in
this Warrant shall be construed to give to any person or corporation other than
the Corporation and the holder of this Warrant any legal or equitable right,
remedy, or claim under this Warrant. This Warrant shall be for the sole and
exclusive benefit of the Corporation and the Holder. The section headings herein
are for convenience only and are not part of this Warrant and shall not affect
the interpretation hereof. Upon receipt of evidence satisfactory to the
Corporation of the loss, theft, destruction, or mutilation of this Warrant, and
of indemnity reasonably satisfactory to the Corporation, if lost, stolen, or
destroyed, and upon surrender and cancellation of this Warrant, if mutilated,
the Corporation shall execute and deliver to the Holder a new Warrant of like
date, tenor, and denomination.

         IN WITNESS WHEREOF, the Corporation has caused this Warrant to be
executed by its duly authorized officers under its seal, this ___ day of
________ 2007.

                                   NEOSTEM, INC.

                                   --------------------------------------------
                                   Robin L. Smith, Chairman & & Chief Executive
                                   Officer

                                       3
<PAGE>

                              WARRANT EXERCISE FORM

            To Be Executed by the Holder in Order to Exercise Warrant

To:      NeoStem, Inc.                         Dated:  ________________ __, 20__
         420 Lexington Avenue
         Suite 450
         New York, New York  10170
         Attn:  Chairman and CEO

     The undersigned,  pursuant to the provisions set forth in the attached
     Warrant No. ______,  hereby irrevocably elects to purchase ____________
     shares of the Common Stock of NeoStem, Inc. covered by such Warrant.

|_|      The undersigned herewith makes payment of the full purchase price for
         such shares at the price per share provided for in such Warrant. Such
         payment takes the form of $__________ in lawful money of the United
         States.

The undersigned hereby requests that certificates for the Warrant Shares
purchased hereby be issued in the name of:

---------------------------------------

---------------------------------------
(please print or type name and address)

----------------------------------------------------------
(please insert social security or other identifying number)

and be delivered as follows:

---------------------------------------

---------------------------------------
(please print or type name and address)

----------------------------------------------------------
(please insert social security or other identifying number)

and if such number of shares of Common Stock shall not be all the shares
evidenced by this Warrant Certificate, that a new Warrant for the balance of
such shares be registered in the name of, and delivered to, Holder.


                                      -----------------------------------
                                      Signature of Holder

                                      SIGNATURE GUARANTEE:

                                      -----------------------------------

                                       4
<PAGE>

                                 ASSIGNMENT FORM

                    (To assign the foregoing warrant, execute
            this form. Do not use this form to exercise the warrant.)



         FOR VALUE  RECEIVED,  the  foregoing  Warrant and all rights  evidenced
thereby are hereby assigned to


                                                                   whose address
--------------------------------------------------------------------------------
is
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------




                                                       Dated:  ________ __, 200_


                                    Holder's Signature:
                                                        ------------------------

                                    Holder's Address:
                                                        ------------------------






Signature Guaranteed:
                           --------------------------------------------


NOTE: The signature to this Assignment Form must correspond with the name as it
appears on the face of the Warrant, without alteration or enlargement or any
change whatsoever, and must be guaranteed by a bank or trust Corporation.
Officers of corporations and those acting in a fiduciary or other representative
capacity should file proper evidence of authority to assign the foregoing
Warrant.

                                       5
