Exhibit
4.1
NEOSTEM
YOUR CELLS YOU USE SHARES SPECIMEN NUMBER 0730 INCORPORATED UNDER THE LAWS
OF
THE STATE OF DELAWARE
NEOSTEM,
INC. (NEW) SEE REVERSE SIDE FOR CERTAIN DEFINITIONS CUSIP 604650 30 5 THIS
CERTIFIES that is the owner of FULLY-PAID AND NON-ASSESSABLE SHARES OF THE
COMMON STOCK, PAR VALUE $.001 PER SHARE OF NEOSTEM, INC. transferrable on the
books by the Coporation by the holder hereof in person or by duly authorized
attorney upon surrender of this certificate properly endorsed. This certificate
is not avlid until contersigned by the Transfer Agent. WITNESS the facsmile
seal
of the Corporation and the fascsmile signatures of its duly authorized
officers.

The
Corporation will furnish without charge to each stockholder who so requests
a
statement of the powers, designations, preferences and relative, participating,
optional or other special rights of each class of stock or series thereof and
the qualifications, limitations or restrictions of such preferences and/or
rights. The following abbreviations, when used in the inscription on the face
of
this certificate, shall be construed as though they were written out in full
according to applicable laws or regulations: TEN COM - as tenants in common
TEN
ENT - as tentants by the entireities JT TEN - as joint tenants with right of
survivorship and not as tenants in common UNIF GIFT MIN ACT - Custodian (Cust)
(Minor) under Uniform Gifts to Minors Act (State) Additional abbreviations
may
also be used though not in the above list. For value received, hereby sell,
assign transfer unto Please print or typewrite name and address including postal
zip code of assignee Shares represented by the within Certificate, and do hereby
irrevocably constitute and appoint Attorney to transfer the said shares on
the
books of the within-named Corporation with full power of substitution in the
premises. Dated, Signature(s) Guaranteed THE SIGNATURE(S) MUST BE GUARANTEED
BY
AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKHOLDERS, SAVINGS AND LOAN
ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE
GUARANTEE MDEALLION PROGRAM), PURSUANT TO S.E.C. RULE 17Ad-15. PLEASE INSERT
SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE NOTICE: The signature
to
this assignment must correspond with the name as written upon the face of the
Certificate, in ever particular, without alteration or enlargement, or any
change whatever.