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<ITEMS>9.01
<FILING-DATE>20071119
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<CONFORMED-NAME>NeoStem, Inc.
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<TYPE>8-K
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<FILENAME>a5550205.txt
<DESCRIPTION>NEOSTEM, INC. 8-K
<TEXT>

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                              Washington, DC 20549

                                    FORM 8-K

                                 CURRENT REPORT
     Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

       Date of Report (Date of earliest event reported): November 13, 2007

                                  NEOSTEM, INC.
             (Exact name of registrant as specified in its charter)


        Delaware                        0-10909                  22-2343568
(State or Other Jurisdiction    (Commission File Number)       (IRS Employer
    of Incorporation)                                        Identification No.)


   420 Lexington Avenue, Suite 450
        New York, New York                                           10170
--------------------------------------------------------------------------------
(Address of principal executive offices)                          (Zip Code)


       Registrant's telephone number, including area code: (212) 584-4180

Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

[ ] Written communications pursuant to Rule 425 under the Securities Act
    (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
    (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
    Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
    Act (17 CFR 240.13e-4(c))

                                      -1-
<PAGE>

Item 1.01.  Entry into a Material Definitive Agreement.

     On November 13, 2007,  the Company  entered into an  acquisition  agreement
with UTEK Corporation ("UTEK") and Stem Cell Technologies,  Inc., a wholly-owned
subsidiary  of UTEK  ("SCTI"),  pursuant to which the Company  acquired  all the
issued  and  outstanding  common  stock of SCTI in a  stock-for-stock  exchange.
Pursuant to a license agreement (the "License  Agreement")  between SCTI and the
University of Louisville Research Foundation  ("ULRF"),  SCTI owns an exclusive,
worldwide license to a technology  developed by researchers at the University of
Louisville to identify and isolate rare stem cells from adult human bone marrow,
called VSELs (very small  embryonic  like) stem cells.  Concurrent with the SCTI
acquisition, NeoStem entered into a sponsored research agreement (the "Sponsored
Research Agreement" or "SRA") with ULRF under which NeoStem will support further
research in the laboratory of Mariusz  Ratajczak,  M.D., Ph.D., a co-inventor of
the VSEL  technology  and head of the Stem  Cell  Biology  Program  at the James
Graham Brown Cancer Center at the University of  Louisville.  SCTI was funded by
UTEK in amounts  sufficient  to pay  certain  near-term  costs under the License
Agreement and the SRA. In consideration for the acquisition,  the Company issued
to UTEK 400,000  unregistered  shares of its common stock,  par value $0.001 per
share for all the issued and outstanding  common stock of SCTI. The value of the
transaction is estimated to be $940,000.

     VSELs have many  characteristics  typically  found in embryonic stem cells,
including the ability to differentiate into specialized cells found in different
types of tissue that would be able to interact with the specific  organ in order
to repair  degenerated,  damaged or  diseased  tissue (the three "Ds" of aging).
NeoStem has the ability to harvest and cryopreserve  these VSELs from individual
patients, setting the stage for their use in personalized regenerative medicine.
If VSELs can be expanded from individual patients and their potential to develop
into  different  types  of  tissue  cells  maintained,   it  would  represent  a
significant step toward  overcoming the two major limitations in the development
of stem cell therapies  today,  the ethical  dilemma  regarding use of embryonic
stem cells and the  immunological  problems  associated  with using cells from a
third party donor.

     Under the License Agreement, SCTI agrees to engage in a diligent program to
develop  the  VSEL  technology  with the goal of  public  utilization  resulting
therefrom.  SCTI has the right to sublicense  the VSEL  technology in accordance
with the terms of the  License  Agreement.  It further  sets  forth the  parties
rights and obligations  with regard to patent  prosecution,  including that SCTI
will take the lead in connection therewith.  Certain license fees, royalties and
milestone  payments  are to be paid to ULRF  from  SCTI in  connection  with the
acquisition and development of the VSEL technology,  and SCTI is responsible for
all payments for patent filings and related applications.  The License Agreement
also contains certain provisions relating to "stacking,"  permitting SCTI to pay
royalties  to ULRF at a  reduced  rate in the event it is  required  to also pay
royalties to third parties exceeding a specified  threshold for other technology
in  furtherance  of the  exercise  of its patent  rights or the  manufacture  of
products  using the VSEL  technology.  ULRF retained the right under the License
Agreement to license and practice the VSEL Technology for noncommercial purposes
only, such as education,  academic  research,  teaching and public service,  and
also  retained  the right of  publication  subject  to  certain  confidentiality
limitations.  The License Agreement contains  confidentiality and other standard
provisions,  limits ULRF liability and provides for  indemnification of ULRF and
to the extent  allowed by law,  indemnification  of SCTI,  and requires  SCTI to
maintain certain minimum insurance levels.

                                      -2-
<PAGE>

     The License  Agreement,  which was entered  into on November  12, 2007 as a
condition to the acquisition, has a term of twenty years, and may continue to be
in effect for a longer  period of time if a valid claim under a patent or patent
pending  application  covered  thereby  still  exists.  SCTI can  terminate  the
agreement  for any reason upon 60 days' prior written  notice,  and either party
can  terminate the  agreement  upon 30 days' prior  written  notice upon certain
uncured  material   breaches  of  the  agreement  or  immediately  upon  certain
bankruptcy  related  events.  Additionally,  portions  of  the  license  may  be
converted to a  non-exclusive  license if SCTI does not  diligently  develop the
VSEL Technology or terminated entirely if SCTI chooses to not pay for the filing
and  maintenance  of any patents  thereunder.  Upon  termination  of the License
Agreement for any reason, certain obligations of the parties survive for periods
of time including confidentiality,  limitation of liability and indemnification,
insurance obligations, accrued royalty reporting and accounting.

     The  License  Agreement  also  contemplates  that the Company and ULRF will
enter into an adult stem cell  collection  center  agreement.  Pursuant  to this
agreement,  stem  cells  would be  provided  to Dr.  Ratajczak's  laboratory  in
connection  with the  performance of the research  under the Sponsored  Research
Agreement and certain of SCTI's diligence obligations with respect to developing
the VSEL Technology commence upon receipt of these cells.

     Concurrently  with the  License  Agreement,  the Company  entered  into the
Sponsored  Research  Agreement with ULRF.  Pursuant to the SRA, the Company will
support additional research relating to the VSEL technology to be carried out in
the laboratory of Mariusz Ratajczak,  M.D., Ph.D. as principal  investigator,  a
co-inventor of the VSEL  Technology and head of the Stem Cell Biology Program at
the James Graham Brown Cancer Center at the University of Louisville. In return,
the Company will receive the first option to negotiate a license to the research
results.  The  prior  funding  of SCTI by UTEK  will  pay for a  portion  of the
research costs.

     Under the Sponsored Research  Agreement,  the Company agrees to support the
research as set forth in a research  plan in an amount of  $375,000.  Such costs
are to be paid by the Company in accordance  with a payment  schedule which sets
forth the timing and  condition  of each such  payment over the term of the SRA.
Under the SRA, ULRF retains the rights to intellectual property developed by its
employees in performance of the research relating to the VSEL Technology and the
Company  and  ULRF  jointly  own  intellectual  property  developed  jointly  by
employees of ULRF and the Company in performance of the research. So long as the
Company  continues  to support  and fund the filing of patent  applications  and
other intellectual  property  protection for the same, the Company has the first
option to negotiate for an  exclusive,  worldwide  commercial  license to ULRF's
interest in any such developed or jointly developed  intellectual  property. The
SRA also establishes rates for royalties and revenue sharing between the parties
in the event no license agreement is executed with regard to joint  intellectual
property but one party chooses to develop or license it to a third party.

     The term of the research is two and one-half years and shall commence after
all  applicable  institution  (e.g.,  institutional  review  board  ("IRB")) and
Federal  approvals are obtained and upon the adult stem cell specimens  required
for the research being provided to the laboratory.

                                      -3-
<PAGE>

     The SRA further sets out the parties respective rights and responsibilities
relating to patent prosecution, contains confidentiality provisions, limits ULRF
liability and provides for  indemnification  of ULRF. Either party may terminate
the SRA if Dr.  Ratajczak is unable to perform the  research  and an  acceptable
successor is not available, or if required approval of a review committee at the
University of  Louisville or ULRF is not given or is withdrawn.  The Company may
terminate  the SRA upon 90 days'  written  notice to ULRF and  either  party may
terminate the SRA on 30 days' written notice in the event of uncured defaults or
breaches. Upon termination of the SRA for any reason, certain obligations of the
parties  survive  including   confidentiality,   disclosure,   rights  regarding
publications and ownership of intellectual property.

     CAUTION REGARDING FORWARD-LOOKING STATEMENTS

     Certain statements in this Form 8-K constitute "forward-looking statements"
within the meaning of the Private Securities  Litigation Reform Act of 1995. For
this purpose,  any statements  contained  herein that relate to future events or
conditions,  including without  limitation,  statements  regarding our financial
position,   potential,  business  strategy,  plans  and  objectives  for  future
operations, may be deemed to be forward-looking statements. All such statements,
which are all  statements  other  than of  historical  fact,  involve  risks and
uncertainties. These statements are commonly identified by the use of such terms
and phrases as "intends,"  "expects,"  "anticipates,"  "estimates,"  "seeks" and
"believes." Additionally, statements concerning our ability to develop the adult
stem cell business,  the future of  regenerative  medicine and the role of adult
stem cells in that  future,  the  future use of adult stem cells as a  treatment
option and the role of VSELs in that future, and the potential revenue growth of
such  business are  forward-looking  statements.  Our ability to enter the adult
stem cell arena and future  operating  results are dependent  upon many factors,
including but not limited to: (i) our ability to obtain sufficient  capital or a
strategic business  arrangement to fund our expansion plans; (ii) our ability to
build the management and human resources and infrastructure necessary to support
the growth of our business;  (iii) competitive  factors and developments  beyond
our control;  (iv) scientific and medical  developments beyond our control;  (v)
our inability to obtain  appropriate  state licenses or any other adverse effect
or limitations caused by government regulation of the business; (vi) whether any
of the Company's current or future patent applications result in issued patents;
and (vii) other risk factors  discussed in the Company's  periodic  filings with
the  Securities  and  Exchange  Commission  which are  available  for  review at
www.sec.gov  under  "Search for Company  Filings."  We cannot  guarantee  future
results or  achievements,  and readers are cautioned not to place undue reliance
on these  forward-looking  statements,  which speak only as of the date  hereof.
Except as required by law, the Company  undertakes  no  obligation to update any
forward-looking  statements,  whether  as a result  of new  information,  future
events or otherwise.

Item 3.02  Unregistered Sales of Equity Securities

     On November 13, 2007,  the Company  effected the issuance of 400,000 shares
of  its  unregistered  common  stock,  par  value  $0.001  per  share,  to  UTEK
Corporation  in connection  with the  acquisition of SCTI described in Item 1.01
above.

     The offer and sale by the Company of the  securities  described  above were
made in reliance upon the exemption from  registration  provided by Section 4(2)
of  the  Securities  Act  of  1933,  as  amended  (the  "Securities  Act"),  for
transactions by an issuer not involving a public offering. The offer and sale of
such  securities  were made without  general  solicitation  or advertising to an
"accredited  investor,"  as such term is defined in Rule 501(a) of  Regulation D
promulgated under the Securities Act.

                                      -4-
<PAGE>

Item 9.01. Financial Statements and Exhibits.

(d)     Exhibits.
        ---------

Exhibit 10.1    Agreement and Plan of Acquisition among NeoStem, Inc., Stem Cell
                Technologies, Inc. and UTEK Corporation.

Exhibit 10.2    License Agreement between Stem Cell Technologies, Inc. and the
                University of Louisville Research Foundation, Inc. (1)

Exhibit 10.3    Sponsored Research Agreement between NeoStem, Inc. and the
                University of Louisville Research Foundation, Inc. (2)




-------------
(1)  Certain  portions  of Exhibit  10.2 were  omitted  based upon a request for
     confidential treatment, and the omitted portions were filed separately with
     the Securities and Exchange Commission on a confidential basis.
(2)  Certain  portions  of Exhibit  10.3 were  omitted  based upon a request for
     confidential treatment, and the omitted portions were filed separately with
     the Securities and Exchange Commission on a confidential basis.

                                      -5-
<PAGE>

                                    SIGNATURE

     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned hereunto duly authorized.


                                        NEOSTEM, INC.


                                        By: /s/ Catherine M. Vaczy
                                            ----------------------
                                            Catherine M. Vaczy
                                            Vice President and General Counsel


Dated: November 19, 2007




                                      -6-
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>2
<FILENAME>a5550205ex10-1.txt
<DESCRIPTION>EXHIBIT 10.1
<TEXT>
                                                                    Exhibit 10.1


--------------------------------------------------------------------------------
                   ACQUISITION OF STEM CELL TECHNOLOGIES, INC.
                                       by
                                  NEOSTEM, INC.
--------------------------------------------------------------------------------

                        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."

                                       1
<PAGE>

                                    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



                                       2
<PAGE>

            (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.

                                       3
<PAGE>

            (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.

                                       4
<PAGE>

            (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

                                       5
<PAGE>

               (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.

                                       6
<PAGE>

            (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.

                                       7
<PAGE>

            (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.

                                       8
<PAGE>

            (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.

                                       9
<PAGE>

     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
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.2
<SEQUENCE>3
<FILENAME>a5550205ex10-2.txt
<DESCRIPTION>EXHIBIT 10.2
<TEXT>
                                                                    Exhibit 10.2


* INDICATES A PORTION OF THIS EXHIBIT THAT WAS OMITTED PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT. THIS EXHIBIT INCLUDING SUCH OMITTED INFORMATION WAS
FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION ON A CONFIDENTIAL
BASIS.


                           EXCLUSIVE LICENSE AGREEMENT

                                     BETWEEN

               UNIVERSITY OF LOUISVILLE RESEARCH FOUNDATION, INC.

                                       AND

                          STEM CELL TECHNOLOGIES, INC.

         This exclusive license agreement (the "Agreement") is entered into this
12 day of November 2007 (the "Effective Date") by and between the University of
Louisville Research Foundation, Inc. ("ULRF"), a Kentucky 501 (c) 3 non-profit
corporation having an office at Med Center Three, 201 E. Jefferson Street, Suite
215, Louisville, KY 40202 as the agent of the University of Louisville ( "UofL")
and Stem Cell Technologies, Inc. ("LICENSEE"), a Florida corporation with a
principal place of business located at 2109 E. Palm Avenue, Tampa, FL 33605.

                                    RECITALS

1.       ULRF was established by UofL to enter into and administer research
         agreements with external funding sources in order to benefit the public
         by the transfer of technology from UofL to the private sector for
         development and commercialization;

2.       ULRF owns the exclusive rights in certain Licensed Technology (as
         defined below) including rights in any patent applications filed on,
         and patents that issue on, such Licensed Technology;

3.       The Inventors are employees of UofL and are obligated to assign all of
         their right, interest and title in the Licensed Technology to ULRF;

4.       Intentionally Omitted;

5.       Intentionally Omitted;

6.       ULRF desires to have the Licensed Technology perfected and marketed at
         the earliest possible time to insure that products resulting therefrom
         may be available for public use and benefit;

7.       LICENSEE desires to obtain from ULRF certain rights for the commercial
         development, use and sale of the Licensed Technology, and ULRF is
         willing to grant such rights;

8.       In consideration of the mutual promises contained herein and other good
         and valuable consideration, the receipt and sufficiency thereof is
         hereby acknowledged;

         NOW, THEREFORE, ULRF and LICENSEE hereby agree as follows:


<PAGE>

                                   ARTICLE 1

                         DEFINITIONS AND INTERPRETATION
                         ------------------------------

1.1 Definitions. Unless the context otherwise requires, the capitalized terms
used herein shall have the respective meanings specified or referred to in this
Section 1.1, or elsewhere in this Agreement.

                  1.1.1    "Affiliate" shall mean any corporation or other legal
                           entity which directly or indirectly controls, is
                           controlled by, or is under common control with
                           LICENSEE as of the Effective Date of this Agreement.
                           For the purpose of this Agreement, "control" shall
                           mean the direct or indirect ownership of greater than
                           fifty percent (50%) of the outstanding shares on a
                           fully diluted basis or other voting rights of the
                           subject entity to elect directors, or if not meeting
                           the preceding, any entity owned or controlled by or
                           owning or controlling at the maximum control or
                           ownership right permitted in the country where such
                           entity exists. For clarity, a party's status as an
                           Affiliate of LICENSEE shall terminate if and when
                           such control ceases to exist.

                  1.1.2    "Change of Control" shall mean: (a) the acquisition,
                           either directly or indirectly, by any third party of
                           more than fifty percent (50%) of the voting stock of
                           LICENSEE; (b) any merger or consolidation involving
                           LICENSEE that requires a vote of the stockholders of
                           LICENSEE; or (c) the transfer to any third party of
                           all or substantially all the assets of LICENSEE
                           relating to the subject matter of this Agreement.



                  1.1.3    "Field of Use" shall mean the field for which
                           Licensed Products may be designed, manufactured, used
                           or sold and shall be limited to the following field:
                           all fields, unless further restricted under Section
                           3.3 and excluding education, academic research,
                           teaching and public service.

                  1.1.4    "Net Sales" shall mean the gross sum which is
                           invoiced (and any revenues received but not billed)
                           to customers by LICENSEE or its Affiliates or
                           sublicensees for the use, sale or other transfer of
                           Licensed Products, less sales and/or use taxes
                           actually paid, import and/or export duties actually
                           paid, outbound transportation prepaid or allowed,
                           insurance agents' commissions and amounts allowed or
                           credited due to returns, rebates, discounts and the
                           like (not to exceed the original billing or invoice
                           amount). In the event Licensed Products are put into
                           use or otherwise disposed of, or if sales are made
                           other than by an arms-length transaction, or if
                           LICENSEE or its Affiliates or sublicensees receive
                           consideration other than cash for Licensed Products,
                           then the gross selling price shall not be less than
                           fair market value.

                  1.1.5    "Inventors" shall mean Drs. Mariusz Z. Ratajczak,
                           Magdalenda Kucia, and Janina Ratajczak.

                  1.1.6    "License Year" shall mean a year in which this
                           Agreement is in effect. The first License Year shall
                           begin on the Effective Date of this Agreement and run
                           until December 31 of the same calendar year.
                           Thereafter, each subsequent License Year shall mean
                           each subsequent calendar year, beginning January 1
                           and ending December 31, provided that the final
                           License Year shall end on the date of expiration or
                           termination of this Agreement.


                                       2
<PAGE>

                  1.1.7    "Licensed Patents" shall mean ULRF's United States
                           patents and patent applications identified in Exhibit
                           A, including any divisions, continuations (but not
                           continuations-in-part), and reissues and extensions
                           thereof, and any foreign counterparts and equivalents
                           thereof.

                  1.1.8    "Licensed Products" shall mean any product or service
                           in the Field of Use (i) that is covered by, or is
                           made by a process covered by, any Valid Claim, (ii)
                           for which the use, manufacture, import or sale would,
                           absent this license, infringe, induce infringement or
                           contribute to infringement of a Valid Claim, or (iii)
                           which is made with, uses or incorporates any Licensed
                           Technology. A Licensed Product may be marketed as a
                           separate single component or may be marketed as a
                           component of a more complex system or apparatus into
                           which it has been incorporated.

                  1.1.9    "Licensed Technology" shall mean collectively the
                           Licensed Patents identified in Exhibit A and any
                           unpatented inventions, discoveries or know-how as
                           further identified in Exhibit B.

                  1.1.10  "Licensed Territory" shall mean the world.

                  1.1.11   "Party" shall mean either LICENSEE or ULRF, and
                           "Parties" shall mean both LICENSEE and ULRF.

                  1.1.12   "Royalty Periods" shall mean the four (4) three month
                           periods during a License Year, the first beginning
                           January 1 and ending March 31, the second beginning
                           April 1 and ending June 30, the third beginning July
                           1 and ending September 30, the fourth beginning
                           October 1 and ending December 31; provided that the
                           first Royalty Period of this Agreement shall begin on
                           the Effective Date and end December 31 of that same
                           calendar year.

                  1.1.13   "Term" shall mean the term of this Agreement, which
                           shall begin on the Effective Date and continue until
                           the later of: (i) the latest date that a Valid Claim
                           exists; or (ii) twenty (20) years after the Effective
                           Date; or (iii) the date this Agreement is terminated
                           in accordance with the terms hereof.

                  1.1.14  "Valid Claim" shall mean:

                  (a)      a claim of an issued patent within the Licensed
                           Patents that has not:

                                    (i) expired or been canceled,

                                    (ii) been finally adjudicated to be invalid
                           or unenforceable by a decision of a court or other
                           appropriate body of competent jurisdiction (and from
                           which no appeal is or can be taken),

                                    (iii) been admitted to be invalid or
                           unenforceable through reissue, disclaimer or
                           otherwise, or


                                       3
<PAGE>

                                    (iv) been abandoned in accordance with or as
                           permitted by the terms of this Agreement or by mutual
                           written agreement; or

                  (b)      a claim included in a pending patent application
                           within the Licensed Patents, which claim is being
                           actively prosecuted in accordance with this Agreement
                           and which has not been:

                                    (i) canceled,

                                    (ii) withdrawn from consideration,

                                    (iii) finally determined to be unallowable
                           by the applicable governmental authority (and from
                           which no appeal is or can be taken), or

                                   (iv) abandoned in accordance with or as
                           permitted by the terms of this Agreement or by mutual
                           written agreement.

     1.2 Interpretation. Each definition in this Agreement includes the singular
and the plural, and reference to the neuter gender includes the masculine and
feminine where appropriate. References to any statutes or regulations mean such
statutes or regulations as amended at the time of interpretation and include any
successor legislation or regulations. The headings to the Articles and Sections
hereof are for convenience of reference and shall not affect the meaning or
interpretation of this Agreement. Except as otherwise stated, reference to
Articles, Sections, and Exhibits mean the Articles, Sections and Exhibits of
this Agreement. Any Exhibits are hereby incorporated by reference into and shall
be deemed a part of this Agreement. Unless the context clearly indicates
otherwise, the word "including" means "including but not limited to." Any words
that are not defined within this Agreement shall have their ordinary dictionary
meaning.

                                   ARTICLE 2

                     LICENSE GRANT AND RESERVATION OF RIGHTS
                     ---------------------------------------

     2.1 Exclusive License. Subject to LICENSEE's compliance with the terms and
conditions of this Agreement, ULRF hereby grants and LICENSEE hereby accepts an
exclusive, worldwide license under the Licensed Technology for the Term to make,
have made, develop, use, sell, offer to sell import and export Licensed Products
in the Fields of Use throughout the Licensed Territory.

     2.2 Reservation of Rights.

                  2.2.1    ULRF and UofL reserve the right to license and
                           practice the Licensed Technology for noncommercial
                           purposes only, such as education, academic research,
                           teaching, and public service. Any transfer of
                           materials covered under the Licensed Patents shall be
                           accompanied by a material transfer agreement that
                           notifies the recipient of this License. The terms of
                           the material transfer agreement to be used by ULRF
                           for such transfers is attached to this Agreement as
                           Exhibit C; the terms of which may be modified upon
                           mutual agreement of the Parties. Upon request, ULRF
                           will provide LICENSEE with a list of its academic or
                           nonprofit recipients which have executed any such
                           material transfer agreement.


                                       4
<PAGE>

                  2.2.2    The Inventors of the Licensed Technology reserve the
                           right to practice the technology solely as provided
                           in Section 2.2.1 above, for their own noncommercial
                           educational and research purposes.

                  2.2.3    Nothing in this Agreement shall be construed as
                           granting any license, title or any interest, by
                           assumption, implication, estoppel or otherwise, to
                           any patent or other rights not specifically listed as
                           Licensed Technology.

                  2.2.4    LICENSEE understands and agrees that ULRF may publish
                           or otherwise disseminate information concerning the
                           Licensed Technology at any time in accordance with
                           the provisions of confidentiality set forth in
                           Article 11.





                                   ARTICLE 3

                            DUE DILIGENCE BY LICENSEE
                            -------------------------

     3.1 Due Diligence by LICENSEE. LICENSEE represents to ULRF, to induce ULRF
to enter into this Agreement for the licensing of Licensed Technology, that
LICENSEE will engage in a diligent program as herein set forth exploiting the
Licensed Technology with the goal of public utilization resulting therefrom.
LICENSEE represents and warrants that it will use reasonable commercial efforts
to obtain the expertise necessary to develop the Licensed Technology with the
goal of developing the Licensed Products in accordance with the terms of this
Agreement. If the Licensed Products are subject to United States regulatory
approval prior to marketing, LICENSEE shall use reasonable commercial efforts to
market the Licensed Products in the United States within * of receiving
regulatory approval to market such Licensed Products, subject to reasonable
extension as may be requested by Licensee. Following the first commercial sale
of the Licensed Products, LICENSEE shall use reasonable commercial efforts to
reasonably fill the market demand for Licensed Products at all times during the
Term.

     3.2 Development Records. LICENSEE shall maintain documentation evidencing
that LICENSEE (including Affiliates and sublicensees) is pursuing development of
Licensed Products as required herein. Such documentation may include, but is not
limited to, invoices for studies advancing development of Licensed Products,
laboratory notebooks, internal job cost records, and filing made to the Internal
Revenue Service to obtain tax credits, if available, for research and
development of Licensed Products.

     3.3 Development Plan. Upon execution of this Agreement, LICENSEE shall
submit an initial Development Plan outlining work to be completed during the
first * of the Research Period (as defined in the Sponsored Research Agreement
described in Section 3.6 herein), which shall also serve as the research plan of
the Sponsored Research Agreement. Within a reasonable time, but in no event
later than * from the commencement of the Research Period, LICENSEE shall
provide ULRF with a list of its desired, specific fields of use of the Licensed
Technology and the definition of Field of Use set forth in 1.1.3 shall be deemed
amended accordingly. In addition, within * from the commencement of the Research
Period, LICENSEE will provide ULRF with a draft Development Plan written in the
format set forth in Exhibit D for each specific field of use of the Licensed
Technology included on the aforementioned list, satisfactory to ULRF, in its
reasonable discretion and describing the steps it intends to take which it
believes in good faith will result in allowing the inventions of the Licensed
Patents to be utilized to provide Licensed Products for sale in the commercial
market, which shall further include those steps taken, or to be taken, by
Affiliates and sublicensees, as it may have been advised by Affiliates and
sublicensees. For each specified field of use included on the aforementioned
list for which ULRF does not receive a timely Development Plan from LICENSEE
satisfactory to ULRF in its reasonable discretion, ULRF may withdraw that field
of use from this Agreement the definition of Field of Use in 1.1.3 shall again
be deemed amended to reflect the narrowed fields of use and ULRF may license
such use to a third party, subject to prior notice to Licensee and an
opportunity to cure as set forth in Section 12.1.1.1. For each new field of use
desired by LICENSEE but not included on the list submitted to ULRF by LICENSEE
at the end of * from the commencement of the Research Period, LICENSEE may
request the addition of the new field(s) of use and its corresponding
Development Plan to this Agreement in accordance with Section 13.3 of this
Agreement.


                                       5
<PAGE>

     3.4 Development Report. Annually, commencing on January 1, 2009, LICENSEE
shall provide ULRF with a written Development Report in order to keep ULRF
informed of its progress. Such report shall contain substantially the
information set forth in Exhibit E, including any relevant considerations
involving any Affiliates and sublicensees as well as any necessary adjustments
to the Development Plan. ULRF's review of LICENSEE's Development Report is
solely to verify the existence of LICENSEE's commitment to the development
activity and to assure compliance with LICENSEE's obligations to utilize the
Licensed Technology to commercialize the Licensed Products for the marketplace,
as set forth above.

     3.5 Auditing and Review of Development Records. ULRF reserves the right to
audit LICENSEE's records relating to the development of Licensed Products as
required hereunder. Such requirements for LICENSEE's record keeping and ULRF's
audit thereof shall be subject to the same procedures and restrictions set forth
for audit of financial records of LICENSEE in Section 5.7.

     3.6 Sponsored Research; Collection Center Agreement. LICENSEE recognizes
the expertise of the Inventors in the Licensed Technology. ULRF and LICENSEE
acknowledge that ULRF and NeoStem, Inc. ("NeoStem") shall execute a Sponsored
Research Agreement ("SRA") which will serve as a basis for LICENSEE's diligence
obligations hereunder. Furthermore, NeoStem and ULRF intend to enter into a
collection center agreement soon after the execution of this Agreement,
including making all filings and receiving all necessary approvals with respect
to an investigational new drug application and institutional review board for
the collection of stem cells as contemplated in the collection center agreement.

     3.7 Conversion of License. If LICENSEE fails to perform in any material
respect its obligations specified in Article 3, then ULRF shall have the right
and option to either terminate this Agreement as provided in Section 12.1.1.1 or
convert LICENSEE's exclusive license to a non-exclusive license, subject to the
non-binding mediation and dispute resolution procedures provided in Section
13.10, subject to prior notice to Licensee and an opportunity to cure as set
forth in Section 12.1.1.1.


                                   ARTICLE 4

                            SUBLICENSING BY LICENSEE
                            ------------------------

     4.1 Sublicenses. LICENSEE may not grant any sublicenses without the prior
written approval of ULRF which shall not be unreasonably witheld, unless the
following conditions are met: LICENSEE provides thirty (30) days advance written
notice to ULRF; LICENSEE has used good faith efforts to assure itself of the
integrity and financial responsibility of the sublicensee; the sublicensee has
received and executed a license agreement binding it to all of the obligations,
terms and conditions that obligate, bind or affect LICENSEE under this Agreement
to the extent that such obligations, terms and conditions are relevant given the
nature of the right to be granted by LICENSEE to the sublicensee; LICENSEE
remits to ULRF all royalties that become payable, under Sections 5.3 and 5.4;
and sublicensee is a publicly traded company, or if not a publicly traded
company, has annual sales exceeding One Million Dollars ($1,000,000). LICENSEE
agrees to provide ULRF with (i) the identity of any proposed sublicensee, and
(ii) a true, correct and complete copy of the terms of any proposed sublicense
at the time that LICENSEE seeks approval or provides notice. In the event that
the original license with ULRF is terminated, all sublicenses would survive
termination of the original license, and ULRF shall have the option to convert
sublicenses to nonexclusive licenses.


                                       6
<PAGE>

                                   ARTICLE 5

                                  CONSIDERATION
                                  -------------

     5.1 License Issue Fee. LICENSEE shall pay to ULRF a non-creditable,
non-refundable License Issue Fee of * . Said License Issue Fee shall be payable
by LICENSEE to ULRF upon the commencement of the Research Period as described in
Section 3.3.

     5.2 License Maintenance Fee. LICENSEE shall pay ULRF a License Maintenance
Fee of * due by January 31 of each calendar year upon issuance of the Licensed
Patent in the United States. This annual maintenance fee payment will be
nonrefundable and will not be creditable against any other payments due to ULRF
under this Agreement.

     5.3 Earned Royalty.

                  5.3.1    For any use or sale of Licensed Products, including
                           the Licensed Products used and/or sold in connection
                           with quantitating VSEL Stem Cells, LICENSEE shall pay
                           to ULRF a royalty of * of Net Sales. Royalties due
                           under this Section 5.3 shall be payable on a
                           country-by-country and Licensed Product-by-Licensed
                           Product basis until the expiration or termination of
                           this Agreement. Royalties shall accrue when the
                           Licensed Product is invoiced, or if not invoiced,
                           when delivered to a third party. For purposes of
                           clarity, ULRF is not entitled to a royalty payment on
                           NeoStem's current collection and processing services.

                  5.3.2    Stacking. In the event during any Royalty Period,
                           LICENSEE's total combined royalty burden for Licensed
                           Patents and Enabling Technology (the "Total Royalty
                           Stack") exceeds * of Net Sales (the "Royalty Stack
                           Cap") the Earned Royalty payable by LICENSEE to ULRF
                           for that Royalty Period shall be reduced such that
                           for every * paid for Enabling Technology, * may be
                           deducted from Earned Royalties owed to ULRF; provided
                           however, that under no circumstance shall the Earned
                           Royalty be less than * . For purposes of this Section
                           5.3.2, "Enabling Technology" means any and all
                           additional third party licenses and rights which are
                           required by LICENSEE for the practice of Licensed
                           Patents or the manufacture of Licensed Products
                           hereunder.

     5.4 Sublicensing Consideration. In the event a sublicense is granted by
LICENSEE hereunder, LICENSEE shall pay to ULRF * of all consideration (other
than on Net Sales owed under Section 5.3) received by LICENSEE from the
sublicensing of any rights granted under Section 2.1 of the Agreement. Such
amounts shall be paid along with the earned royalties under Section 5.3.

     5.5 Milestone Payments. For the specific fields of use identified on the
list due to ULRF by LICENSEE at the end of * from the commencement of the
Research Period as described in Section 3.3, LICENSEE shall pay to ULRF the
following milestone payments within thirty days of the event set forth below:


                                       7
<PAGE>


  o        *

  o        *

  o        *

     5.6 Royalty Payment and Report. Within thirty (30) days after the end of
each Royalty Period, commencing with the date of the first commercial sale of
Licensed Products including the Licensed Products used and/or sold in connection
with quantitating VSEL Stem Cells, LICENSEE shall provide to ULRF a written
report (even if there are no sales) detailing LICENSEE's (and each Affiliate's
and sublicensee's) sales activities during such Royalty Period. Each report
shall contain the information specified in the form attached hereto as Exhibit
F. Concurrent with the making of each such report, LICENSEE shall include
payment due ULRF of royalties for the Royalty Period covered by such report. If
no payment is due for any such period, LICENSEE shall so state.

     5.7 Accounting. LICENSEE shall keep and maintain records for a period of
six (6) years from the date of creation, which show the manufacture, sale,
lease, use, and other disposition of Licensed Products sold or otherwise
disposed of under the licenses herein granted. Such records will include general
ledger records showing cash receipts and expenses, and records which include
production records, customers, and related information, in sufficient detail to
enable the royalties payable hereunder by LICENSEE to be determined. LICENSEE
will permit an independent certified public accountant as well as an internal
ULRF auditor to have reasonable access annually upon reasonable notice and
within six (6) months after termination of this Agreement, to audit, during
ordinary business hours, such records as may be necessary to verify or determine
royalties or other payments paid or payable under this Agreement. Such auditor
or other person shall be instructed to report to ULRF only information related
to determining the amount of royalties or other payments due and payable.
LICENSEE shall reimburse ULRF all unpaid royalties, plus interest as set forth
in Section 5.8, within thirty (30) days after receiving a written audit report.
ULRF shall pay the cost of the audit unless the results of the audit reveal an
under-reporting or an underpayment of royalties due ULRF of five percent (5%) or
more, in which case LICENSEE shall pay the audit costs.

     5.8 Interest. The royalty and other payments set forth in this Agreement
shall, if overdue, bear interest until payment at the monthly rate of [(P+2)/12]
%, where P is the prime rate quoted in the Wall Street Journal on the day such
royalty becomes due. The payment of such interest shall not foreclose ULRF from
exercising any other rights it may have as a consequence of the lateness of any
payment.

     5.9 Payment Procedures. All payments due from LICENSEE to ULRF hereunder
shall be in U.S. currency by check or money order payable to the "University of
Louisville Research Foundation, Inc." With respect to sales in countries outside
the United States, royalties shall be payable in US dollars at the rate of
exchange published in the Wall Street Journal on the close of business on the
last banking day of each Royalty Period in which the royalty accrues. Royalties
shall be paid to the ULRF free and clear of all foreign taxes. Such payments
shall reference the UofL tax identification number #61-1029626 and shall be
remitted to the address for ULRF specified in Section 13.1 of this Agreement.

     5.10 Non-U.S. Taxes. LICENSEE will pay all non-U.S. taxes related to
royalty payments. These payments are not deductible from any payments due to
ULRF.


                                       8
<PAGE>

                                    ARTICLE 6

                               PATENT PROSECUTION
                               ------------------

     6.1 Prosecution and Maintenance of Licensed Patents and Payment of Patent
Costs. Upon execution of this Agreement, LICENSEE will assume responsibility of
taking the lead on patent drafting and prosecution activities for the Licensed
Patents as described below in this Article 6. Provided that LICENSEE timely
makes all of its payments under this ARTICLE, subject in each case to notice and
forty-five days to cure any nontimely payment as provided in Section 12.1, the
following shall apply:

         6.1.1    Reimbursement of Prior Patent Expenses. Upon execution of this
                  Agreement, LICENSEE shall reimburse ULRF in the amount of *
                  for all expenses related to patent filing and prosecution
                  incurred prior to the Effective Date.

         6.1.2    Future Patent Office Expenses. Future patent expenses
                  shall be borne as follows:

                  6.1.2.1  LICENSEE will bear all costs, including ULRF's
                           counsel fees (for reviewing and approving of filing
                           and prosecution as described below) incurred in
                           connection with such preparation, filing, prosecution
                           and maintenance of Licensed Patents. Any necessary
                           reimbursement by LICENSEE to ULRF for such costs
                           shall occur within thirty (30) days after receipt of
                           each invoice sent by ULRF to LICENSEE. ULRF shall use
                           reasonable efforts to minimize reimbursable expenses
                           by only utilizing external counsel on actions for
                           which ULRF requires expert advice.

                  6.1.2.2  Prepayment of Future Patent Office Expenses. Upon the
                           commencement of the Research Period, LICENSEE shall
                           pay a non-refundable * , which shall be creditable
                           against the first * of patent expenses incurred after
                           the Effective Date of this Agreement.

         6.1.3    Counsel and Joint Representation. LICENSEE may choose counsel
                  from ULRF's pre-approved list of counsel, or any other counsel
                  subject to ULRF's final approval, such approval not to be
                  unreasonably withheld. Counsel shall provide concurrently to
                  both Parties copies of all drafts, prosecution documents and
                  correspondence for pending U.S. and foreign patent
                  applications.

         6.1.4    Patent Prosecution. LICENSEE shall formally direct patent
                  prosecution and shall concurrently copy ULRF on all
                  communication with counsel related to the Licensed Patents.
                  LICENSEE will provide ULRF with ample opportunity to review
                  and approve patent drafts and prosecution activities (either
                  internally or with assistance from ULRF retained counsel, as
                  appropriate), and shall incorporate any suggestions or changes
                  made by ULRF.

         6.1.5    Timing for Notice of Non-Election. In the event that LICENSEE
                  shall elect not to continue prosecution or pay for the
                  maintenance of any Licensed Patents, or for the filing,
                  prosecution and maintenance of patent applications and patents
                  which issue thereunder in accordance with this Agreement,
                  LICENSEE shall provide ULRF with written notice of
                  non-election at least thirty (30) days before the date patent
                  related actions or fees are due or such other period of time
                  as may be reasonable under the circumstances, and shall turn
                  over patent prosecution toULRF. In the event LICENSEE does not
                  provide sufficient notice, LICENSEE shall be responsible for
                  reasonable expenses incurred by ULRF as related to the
                  above-mentioned actions or fees that are due less than thirty
                  (30) days from the date LICENSEE's notice of non-election is
                  provided.


                                       9
<PAGE>

         6.1.6    Recovery of Patents. In the event that LICENSEE shall elect
                  not to pay for the maintenance of any Licensed Patent, or for
                  the filing, prosecution and maintenance of patent applications
                  and patents which issue thereunder, then such Patent(s) and
                  patent applications shall cease to be considered Licensed
                  Technology and shall no longer be subject to the exclusive
                  license provisions of Article 2. LICENSEE shall cease
                  utilizing technology covered by such recovered patents and
                  ULRF shall be free to seek out a new licensee for the same
                  recovered patents in any field, including the Field of Use.
                  Non-payment of any material portion of patent expenses with
                  respect to the maintenance of any Licensed Patent, or for the
                  filing, prosecution and maintenance of patent applications and
                  patents which issue thereunder, shall be deemed by ULRF as an
                  election by LICENSEE to terminate its reimbursement
                  obligations regarding such patent or application and its
                  license rights thereto. LICENSEE shall cooperate with ULRF as
                  reasonably requested to facilitate ULRF's filing, prosecution
                  and maintenance of recovered patents.

     6.2 Patent Term Extensions. If requested by LICENSEE, ULRF shall cooperate
with LICENSEE to apply for an extension of the term of any patent in the
Licensed Patents if appropriate under the Drug Price Competition and Patent Term
Restoration Act of 1984 and/or European, Japanese and other foreign counterparts
of this law. ULRF shall assist LICENSEE, if so requested, in preparing all
documents for such application, and ULRF shall execute such documents and take
any other additional action as LICENSEE reasonably requests in connection
therewith. LICENSEE shall pay expenses incurred by the foregoing.



                                   ARTICLE 7

        EXCLUSIONS AND NEGATIONS OF WARRANTIES; LIMITATION OF LIABILITY;
        ----------------------------------------------------------------
                                REPRESENTATIONS
                                ---------------

         7.1      Negation of Warranties. ULRF provides LICENSEE the rights
                  granted in this Agreement AS IS and WITH ALL FAULTS. ULRF
                  makes no representations other than as set forth herein and
                  extends no warranties of any kind, either express or implied.
                  Among other things, ULRF disclaims any express or implied
                  warranty:

                  7.1.1    of merchantability, of fitness for a particular
                           purpose;

                  7.1.2    of non-infringement; or

                  7.1.3    arising out of any course of dealing.



     7.2 No Representation of Licensed Patent. LICENSEE also acknowledges that
ULRF does not represent or warrant:

                  7.2.1    the validity or scope of any Licensed Patent; or

                  7.2.2    that the exploitation of Licensed Patent will be
                           successful.

         7.3      Representations of ULRF and LICENSEE.


                                       10
<PAGE>

                  7.3.1    Representations of the Parties: The Parties represent
                           to the best of their knowledge that:

                           (a)      the execution and delivery of this Agreement
                                    and the performance of the transactions
                                    contemplated hereby have been duly
                                    authorized by all appropriate corporate
                                    action of such party; and

                           (b)      this Agreement is a legal and valid
                                    obligation binding upon such Party and
                                    enforceable in accordance with its terms,
                                    and the execution, delivery and performance
                                    of this Agreement by the Parties does not
                                    conflict with any agreement, instrument or
                                    understanding to which such Party is a party
                                    or by which it is bound.

                  7.3.2    Additional Representations of ULRF. ULRF represents
                           to the best of its knowledge that:

                           (a)      ULRF is the sole owner of the entire right,
                                    title and interest in and to the Licensed
                                    Patents and Licensed Technology;

                           (b)      ULRF has the full right and legal capacity
                                    to grant the rights granted to LICENSEE
                                    hereunder without violating the rights of
                                    any third party and there are no rights in
                                    the Licensed Technology or Licensed Patents
                                    held by any governmental authority; and

                           (c)      to the best of ULRF's knowledge, Licensed
                                    Patents have been properly filed and
                                    prosecuted.

         7.4 No Warranties to Third Parties. LICENSEE shall not make any
statements, representations or warranties or accept any liabilities or
responsibilities whatsoever to or with regard to any person or entity that are
inconsistent with any disclaimer or limitation included in this Article 7.

         7.5 Limitation of Liability. THE ENTIRE RISK AS TO PERFORMANCE OF
LICENSED PRODUCTS IS ASSUMED BY LICENSEE. IN NO EVENT SHALL ULRF, INCLUDING ITS
TRUSTEES, FELLOWS, OFFICERS, EMPLOYEES, STUDENTS AND AGENTS, BE RESPONSIBLE OR
LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL OR OTHER
DAMAGES WHATSOEVER, OR LOST PROFITS OR OTHER ECONOMIC LOSS OR DAMAGE WITH
RESPECT TO LICENSED PRODUCTS, WHETHER GROUNDED IN TORT (INCLUDING NEGLIGENCE AND
PRODUCT LIABILITY), STRICT LIABILITY, CONTRACT OR OTHERWISE. THE ABOVE
LIMITATIONS ON LIABILITY APPLY EVEN THOUGH ULRF, ITS TRUSTEES, FELLOWS,
OFFICERS, EMPLOYEES, STUDENTS OR AGENTS, MAY HAVE BEEN ADVISED OF THE
POSSIBILITY OF SUCH DAMAGE.

                                   ARTICLE 8

                              INDEMNITY & INSURANCE
                              ---------------------

     8.1 Indemnity.

         8.1.1 LICENSEE shall indemnify, hold harmless, and defend ULRF and its
trustees, fellows, officers, employees, students, and agents, from and against
any and all claims, suits, losses, damage, costs, fees, and expenses (including
attorneys' fees) resulting from or arising out of the exercise of the licenses
granted hereunder, or any sublicense thereof, by LICENSEE or its Affiliates or
sublicensees except to the extent such losses arise from ULRF's gross negligence
or willful misconduct. This indemnification shall include, but not be limited
to, any product liability.


                                       11
<PAGE>

         8.1.2 To the extent allowed by applicable Kentucky law (Kentucky
Revised Statutes 44.070 et seq.), ULRF will defend, indemnify and hold harmless
LICENSEE, its officers, directors employees, agents and assigns from and against
any and all claims, suits, losses, damage, costs, fees and expenses (including
attorneys' fees) which may result from any error or omission arising out of
ULRF's performance under this Agreement.

     8.2 Insurance. During the Term and for one year thereafter, LICENSEE shall
obtain and maintain at all times and shall require its Affiliates and
sublicensees, and any subcontractors of any of the foregoing, to obtain and
maintain (i) insurance for all statutory workers' compensation and employers'
liability requirements covering any and all employees with respect to activities
performed under this Agreement; and (ii) comprehensive general liability
insurance, including products liability insurance, with reputable and
financially secure insurance carriers to cover their respective activities. Such
insurance shall provide minimum limits of liability of $5,000,000 (which the
Parties believe to currently be an appropriate level of coverage for the
activities contemplated by this Agreement and which shall be reviewed from time
to time by Licensee to assess its continued appropriateness and increase such
levels should it consider it to be warranted) and shall include ULRF, its
trustees, fellows, officers, employees, students, and agents as additional
insureds. Such insurance shall be written to cover claims incurred, discovered,
manifested, or made at any time during or after the expiration or termination of
this Agreement. At ULRF's request, LICENSEE shall furnish a certificate of
insurance evidencing primary coverage, indicating that ULRF has been endorsed as
an additional insured under coverage referred to above, and requiring thirty
(30) days prior written notice to ULRF of cancellation or material change. All
such insurance of LICENSEE shall be primary coverage; the insurance of ULRF
shall be deemed to be excess and noncontributory. ULRF shall notify LICENSEE in
writing of any claim brought against ULRF in respect to which ULRF intends to
invoke the provisions of this Section. LICENSEE shall keep ULRF informed in
writing and on a current basis of LICENSEE's defense(s) of any known claim under
this Section.



                                   ARTICLE 9

                      MARKING; USE OF NAMES AND TRADEMARKS
                      ------------------------------------

     9.1 Marking. Prior to the issuance of a Licensed Patent, LICENSEE shall
mark Licensed Products (or their containers or labels if the Licensed Products
are not capable of being marked) made, sold, or otherwise disposed of by
LICENSEE under the license granted in this Agreement with the words "Patent
Pending" if a patent application is pending. Following the issuance of Licensed
Patent(s), LICENSEE shall mark Licensed Products (or their containers or labels
if the Licensed Products are not capable of being marked) with the serial
numbers of the Licensed Patents. All Licensed Products shipped to or sold in
other countries shall be marked in such a manner as to conform with the patent
laws and best practices of the country of manufacture or sale.

     9.2 Use of Names and Trademarks. Neither Party shall, without the prior
written consent of the other Party (which consent shall not be unreasonably
withheld), identify the other Party in any advertising or other promotional
materials to be disseminated to the public or use the name of any faculty member
(with the exception of any ULRF Inventors who are employed by, partners in, or
consultants of the LICENSEE), employee, or student of ULRF or UofL, or any
trademark, service mark, trade name, or symbol owned by or associated with the
other Party ULRF or UofL. The restrictions imposed by this Section shall not
prohibit either Party from making any disclosure identifying the other Party
that is required by applicable law or the requirements of a national securities
exchange or another similar regulatory body.


                                       12
<PAGE>

     9.3 Notwithstanding the foregoing, either Party may state that LICENSEE is
licensed by ULRF under one or more of the patents or applications comprising the
Licensed Patents.



                                   ARTICLE 10

                                  INFRINGEMENT
                                  ------------

     10.1 Infringement.

         10.1.1   LICENSEE shall promptly notify ULRF of any suspected
                  infringement of any Licensed Patent by a third party and
                  furnish ULRF with any available evidence thereof.

         10.1.2   ULRF shall have the right, but shall not be obligated, to
                  prosecute at its own expense all infringements of the Licensed
                  Patents, and, in furtherance of such right, LICENSEE hereby
                  agrees that ULRF may include LICENSEE as a party plaintiff in
                  any such suit, without expense to LICENSEE. ULRF shall notify
                  LICENSEE in writing in the event that ULRF decides to initiate
                  suit. The total cost of any such infringement action commenced
                  or defended solely by ULRF shall be borne by ULRF and from any
                  recovery or damages for past infringement derived therefrom,
                  ULRF shall be reimbursed its out-of-pocket costs and attorney
                  fees, then ULRF shall receive any sums of money that would
                  have been paid to ULRF if said infringement had not occurred,
                  then LICENSEE shall be reimbursed for any awards characterized
                  as lost profits to LICENSEE if said infringement had not
                  occurred, and then any remaining balance shall be retained by
                  ULRF. In the event that a non-cash cross license is awarded or
                  a non-cash settlement is reached, both Parties agree to
                  negotiate appropriate compensation in good faith.

         10.1.3   If, four (4) months after having been notified of any alleged
                  infringement, ULRF is unsuccessful in persuading the alleged
                  infringer to desist and ULRF has not brought suit against the
                  alleged infringer, or if ULRF has notified LICENSEE at any
                  time prior thereto of its intention not to bring suit against
                  any alleged infringer, then, and in those events only,
                  LICENSEE shall have the right, but shall not be obligated, to
                  prosecute at its own expense any infringement of the Licensed
                  Patent. If LICENSEE chooses to prosecute such a suit, LICENSEE
                  shall notify ULRF in writing within forty-five (45) days after
                  the date ULRF notifies LICENSEE of ULRF's intention not to
                  bring suit. LICENSEE may, for such purposes, withhold up to
                  thirty percent (30%) of royalties otherwise payable to ULRF to
                  offset up to thirty percent (30%) of its infringement
                  litigation expenses. LICENSEE may use the name of ULRF as
                  party plaintiff; provided, however, that such right to bring
                  such an infringement action shall remain in effect only for so
                  long as the license granted herein remains in effect. No
                  settlement, consent judgment or other voluntary final
                  disposition of the suit may be entered into without the
                  consent of ULRF, which consent shall not be unreasonably
                  withheld. LICENSEE shall indemnify ULRF against any order for
                  costs that may be made against ULRF in such proceedings. Any
                  recovery of damages for past infringement delivered therefrom
                  shall first reimburse LICENSEE for any of its out-of-pocket
                  costs and attorney fees, then reimburse ULRF for the thirty
                  percent (30%) of royalties that LICENSEE withheld from ULRF,
                  then reimburse LICENSEE for its lost profits, then reimburse
                  ULRF for any sums of money that would have been paid to ULRF
                  if said infringement had not occurred, and then any balance
                  shall be equally divided between the Parties.


                                       13
<PAGE>

         10.1.4   Both Parties shall use reasonable efforts and cooperation to
                  terminate infringement without litigation.


                                   ARTICLE 11

                         CONFIDENTIALITY AND PUBLICATION
                         -------------------------------

     11.1 Confidentiality. Each Party agrees to keep confidential any
Confidential Information disclosed by the other Party hereunder using methods at
least as stringent as such Party uses to protect its own confidential
information, and understands that this Section shall survive any termination of
this Agreement. "Confidential Information" means confidential or proprietary
information of a Party that shall be designated confidential at the time of
disclosure by the disclosing Party either orally or in writing. If designated
confidential orally, the disclosing Party shall within thirty (30) days of the
date of disclosure confirm in writing the confidential nature of such
information. In the case of LICENSEE, Confidential Information shall include
LICENSEE's Development Plan and Development Reports, Licensed Products and all
information concerning them. The receiving Party shall use reasonable efforts to
ensure said Confidential Information is kept confidential and shall promptly
return or destroy all originals and copies of Confidential Information at the
written request of the disclosing Party. Except as otherwise provided herein,
for a period of five (5) years following the date of such disclosure, the
receiving Party will not disclose the Confidential Information without the
consent of the disclosing Party and shall use such Confidential Information only
for the purposes of this Agreement. Not withstanding the foregoing and except as
may be authorized in advance in writing by the disclosing Party, the receiving
Party may transfer the disclosing Party's Confidential Information to those of
receiving Party's employees, students, officers, directors and agents as may be
reasonably necessary to carry out the performance of this Agreement. Each Party
agrees not to use any Confidential Information other than as provided hereunder.
The confidentiality and use obligations set forth above apply to all or any part
of the Confidential Information disclosed hereunder except to the extent that:

         11.1.1   the receiving Party can show by written records that it
                  possessed the information prior to its receipt from the other
                  Party;

         11.1.2   the information was already in the public domain or became so
                  through no fault of the receiving Party;

         11.1.3   the information is subsequently disclosed to the receiving
                  Party by a third Party that has the right to disclose it free
                  of any obligations of confidentiality;

         11.1.4   the information is required to be disclosed by law or court
                  order; or


                                       14
<PAGE>

         11.1.5   five (5) years have elapsed from the expiration of this
                  Agreement.

Notwithstanding the foregoing, each Party shall have the right to disclose the
Confidential Information of the other Party to any actual or prospective
investors, acquirers, lenders and other potential financing sources who are
obligated to keep such information confidential.



                                   ARTICLE 12

                                   TERMINATION
                                   -----------

         12.1.1   Termination.

                  12.1.1.1 Either Party may terminate this Agreement immediately
                           upon notice to the other if the other Party is in
                           material breach of any provision of this Agreement,
                           including, but not limited to, failure to perform in
                           any material respect the due diligence obligations
                           specified in Article 3, failure to make any material
                           payments under any section of Articles 5 and 6,
                           failure to maintain levels of insurance specified
                           herein, and failures to maintain confidentiality and
                           representations and warranties and such breach is not
                           cured by such breaching Party within thirty (30) days
                           after written notice thereof by the non-breaching
                           Party.

                  12.1.1.2 Either Party may terminate this Agreement immediately
                           upon written notice to the other Party in the event
                           the other Party (i) files a petition under any
                           bankruptcy or insolvency act or has any such petition
                           filed against it which is not discharged within sixty
                           (60) days of the filing thereof; (ii) makes an
                           assignment for the benefit of its creditors or an
                           offer of settlement, extension, or composition to its
                           unsecured creditors generally; or (iii) appoints or
                           suffers an appointment of a trustee, conservator,
                           receiver, or similar fiduciary for substantially all
                           of the assets of such Party.

                  12.1.1.3 LICENSEE may terminate this Agreement for any reason
                           within sixty (60) days after written notice thereof
                           by LICENSEE.

     12.2 Consequences of Termination. Upon termination of this Agreement for
any reason, nothing herein shall be construed to release either Party from any
obligation that matured prior to the effective date of such termination. ULRF
shall negotiate such license in good faith under reasonable terms and
conditions. Upon termination, LICENSEE shall remain obligated to provide, in the
form specified in Article 5 of this Agreement, an accounting for and pay
royalties earned up to the date of termination. Any such payments or reports due
to ULRF shall be sent to ULRF within thirty (30) days of termination. In the
event of such termination, ULRF shall have no obligation to refund any license
or royalty fees or other amounts paid by LICENSEE to ULRF under this Agreement
or any other agreement between the Parties. Additionally, in the event of
termination by ULRF for any reason provided herein or by LICENSEE pursuant to
Section 12.1.1.3, LICENSEE may for one (1) year following the date of
termination, sell inventoried Licensed Products, provided that LICENSEE shall
pay to ULRF the royalties thereon as required by Article 5 of this Agreement and
shall submit the related reports as required by Article 5 of this Agreement.


                                       15
<PAGE>

     12.3 Survival upon termination. The following provisions shall survive any
termination or expiration of this Agreement: Articles 1, 7, 8, 11, and 13 and
Sections 5.6, 5.7, 5.8, 5.9, 5.10, 12.2 and 12.3.

                                   ARTICLE 13

                            MISCELLANEOUS PROVISIONS
                            ------------------------

     13.1 Notices. All notices required or permitted to be given under this
Agreement shall be effective when given in writing, with reference to this
Agreement and when (a) delivered personally; (b) sent by confirmed facsimile;
(c) five (5) days after having been sent by United States mail, registered or
certified, return receipt requested, postage prepaid; or (d) two (2) days after
deposit with a commercial overnight carrier, with written verification of
receipt. All communications shall be sent to the applicable Party's address set
forth below or to such other address as may be designated by written notice.

                  To ULRF:          If by Regular Postal Service:
                                    University of Louisville
                                    Office of Technology Transfer
                                    Attn.:  Director
                                    201 E. Jefferson Street
                                    Louisville, KY  40202
                                    Phone   (502) 852-2965
                                    Fax     (502) 852 2410

                  To LICENSEE:
                                    Stem Cell Technologies, Inc.
                                    2109 E. Palm Avenue
                                    Tampa, FL  33605
                                    Attention: Jennifer Willis, President

     13.2 Assignment. While this Agreement is freely assignable by ULRF, this
Agreement is personal to LICENSEE and may not be assigned or delegated accept as
further described below, in whole or in part, by LICENSEE without the prior
written consent of ULRF, which shall not be unreasonably withheld. A Change in
Control shall not be considered an assignment for purposes of this Section 13.2
unless such Change in Control causes LICENSEE or its Affiliates to engage in any
morally objectionable activities including: activities designed to defame,
embarrass, harm, abuse, threaten, slander or harass third parties; activities
prohibited by the laws of the United States and/or foreign territories in which
LICENSEE conducts business; activities designed to encourage unlawful behavior
by others, such as hate crimes, terrorism and child pornography; activities that
are tortuous, vulgar, obscene, invasive of the privacy of a third party,
racially, ethnically, or otherwise objectionable; activities designed to harm
minors in any way Any attempted assignment in violation of this Section 13.2
shall be void and of no effect. It is understood that upon execution of this
Agreement, LICENSEE shall be acquired by NeoStem, Inc. and all rights and
responsibilities provided for in this Agreement shall be binding upon and inure
to the benefit of NeoStem, Inc.

     13.3 Entire Agreement; Amendments. This Agreement contains the entire
understanding of the Parties with respect to the matter contained herein. The
Parties may, from time to time during the continuance of this Agreement, modify,
vary or alter any of the provisions of this Agreement, but only by an instrument
duly executed by authorized officials of both Parties hereto and only if such
instrument specifically states that it is an amendment to this Agreement.


                                       16
<PAGE>

     13.4 Invalidity. In the event that any provision of this Agreement shall be
determined by a court of competent jurisdiction to be invalid, illegal or
unenforceable, that provision will be curtailed, limited or deleted, but only to
the extent necessary to remove such invalidity, illegality or unenforceability,
and the remaining provisions shall not in any way be affected or impaired
thereby. In the event that such curtailment, limitation or deletion is not
allowed by relevant law or if such curtailment, limitation or deletion changes
any essential basis of the bargain set forth in this Agreement, the Parties
agree to substitute a new provision as similar in effect to the deleted
provision as may be allowed by relevant law.

     13.5 Force Majeure. Neither Party hereto shall be deemed to be in default
of any provision of this Agreement, or for any failure in performance, resulting
from acts or events beyond the reasonable control of such Party, such as Acts of
God, acts of civil or military authority, including denial or cancellation of
any export or other necessary license, civil disturbance, war, strikes, fires,
power failures, natural catastrophes or other "force majeure" events.

     13.6 Waiver. No waiver by either Party of any breach of this Agreement, no
matter how long continuing or how often repeated, shall be deemed a waiver of
any subsequent breach thereof, nor shall any delay or omission on the part of
either Party to exercise any right, power, or privilege hereunder be deemed a
waiver of such right, power or privilege. All waivers must be in writing and
signed by the Party to be charged with such waiver.

     13.7 No Agency. The relationship between the Parties is that of independent
contractors. Neither Party shall be deemed to be an agent of the other in
connection with the exercise of any rights hereunder, and neither shall have any
right or authority to assume or create any obligation or responsibility on
behalf of the other.

     13.8 Jurisdiction and Forum. The state and federal courts located in the
Commonwealth of Kentucky shall have exclusive jurisdiction over any claim or
dispute concerning or arising out of this Agreement and shall apply the laws of
the Commonwealth of Kentucky (excluding its body of law controlling conflicts of
law) in construing and interpreting this Agreement. The Parties hereby
irrevocably consent to the exclusive jurisdiction of such courts and irrevocably
waive any claim of inconvenient forum; provided that, notwithstanding the
foregoing, either Party shall have the right to seek injunctive relief and the
enforcement of judgments in any court of competent jurisdiction, no matter where
located.

     13.9 Laws and Regulations of the United States and Export. This Agreement
shall be subject to all United States laws and regulations now or hereafter
applicable to the subject matter of this Agreement. Each Party shall comply with
all provisions of any applicable laws, regulations, rules and orders relating to
the license herein granted and to the testing, production, transportation,
export, packaging, labeling, sale or use of Licensed Products, or otherwise
applicable to such Party's activities hereunder. LICENSEE hereby gives written
assurance that it will comply with, and will make reasonable commercial efforts
to cause its sublicensees to comply with, all United States export control laws
and regulations.

     13.10 Dispute Resolution. In the event the Parties cannot resolve a
dispute, which arises under this Agreement, the Parties agree to submit the
dispute to non-binding mediation. Either Party may request mediation by sending
a written notice to the other Party, and the mediation shall be held in a
mutually agreeable place in Louisville, Kentucky, at a mutually agreeable time,
within thirty (30) days of the date of request for mediation. The Parties shall
select a mediator who is acceptable to both of them, and if they cannot agree on
a mediator, then each shall select their own mediator, and the two mediators
shall serve in tandem to mediate the dispute. If as a result of the mediation
the Parties do not resolve their dispute, then either Party shall have the right
to pursue any other legal or equitable remedies it may have. Should dispute
resolution be unsuccessful, the Parties agree that no written or oral
representation made during the course of the settlement shall constitute a party
admission.


                                       17
<PAGE>

         THEREFORE, the Parties have executed this Agreement in duplicate
originals by their duly authorized officers or representatives.

UNIVERSITY OF LOUISVILLE                        Stem Cell Technologies Inc.
RESEARCH FOUNDATION, INC.

/s/ Manuel Martinez-Maldonado                   /s/ Jennifer Willis
Manuel Martinez-Maldonado, EVPR                 Jennifer Willis, President

Date November 12, 2007                          Date November 12, 2007
     -----------------                               -----------------




Attachments:
         Exhibit A:        Licensed Patents
         Exhibit B:        Licensed Technology
         Exhibit C:        Material Transfer Agreement
         Exhibit D:        Development Plan
         Exhibit E:        Development Report
         Exhibit F:        ULRF Royalty Report


                                       18
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.3
<SEQUENCE>4
<FILENAME>a5550205ex10-3.txt
<DESCRIPTION>EXHIBIT 10.3
<TEXT>
                                                                    Exhibit 10.3


* INDICATES A PORTION OF THIS EXHIBIT THAT WAS OMITTED PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT. THIS EXHIBIT INCLUDING SUCH OMITTED INFORMATION WAS
FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION ON A CONFIDENTIAL
BASIS.

                  University of Louisville Research Foundation
                          Sponsored Research Agreement

THIS  AGREEMENT  made and  effective  as of the  last  date of  signature  below
("Effective  Date"),  by and  between  the  University  of  Louisville  Research
Foundation,  Inc. (hereinafter "ULRF") a Kentucky non-profit  corporation having
an  office  at  MedCenter  One,  501 E.  Broadway,  Suite  200,  Louisville,  KY
40202-1798 as the agent of the University of Louisville (hereinafter "UofL") for
receiving grants and research agreements from external funding sources and which
owns  and  controls  intellectual  property  on  behalf  of  UofL  (collectively
"Institution")  and  NeoStem,  Inc.  with a  principal  place of business at 420
Lexington Avenue, Suite 450, New York, NY 10170 (hereinafter "SPONSOR").

WHEREAS,  the  research  program  contemplated  by this  Agreement  is of mutual
interest and benefit to the ULRF and SPONSOR and will further the instructional,
research and public service  objectives of the UofL in a manner  consistent with
its status as a non-profit, tax-exempt, educational institution; and

WHEREAS,  SPONSOR desires to provide research funding in support of the research
program in return for receiving certain rights in the research results.

NOW, THEREFORE, the parties hereto agree as follows:

1.   DEFINITIONS

As used herein, the following terms shall have the following meanings:

1.1  "Principal   Investigator"   shall  mean  the   investigator   under  whose
     supervision the Research is performed and shall mean Dr. Mariusz Ratajczak,
     Department of Medicine, Division of Hematology/Oncology.

1.2  "Research  Period" commences with the date after the Effective Date of this
     Agreement  on which (i) all  Approvals  (as  defined  in  Section  2.1) are
     obtained,  and (ii) the Principal  Investigator  has received the specimens
     needed for the conduct of the Research, and continuing for two and one-half
     years thereafter.

1.3  "Research"  shall mean the description of the research in the Research Plan
     which is  attached  hereto as  Appendix  "A" and hereby made a part of this
     Agreement.  Appendix A describes a collaborative effort between SPONSOR and
     Institution,  with specified portions of Institution's  Research contingent
     upon SPONSOR's activities.

1.4  "ULRF  Intellectual  Property" shall mean individually and collectively all
     inventions,  improvements,   modifications  and/or  discoveries  which  are
     conceived,  invented,  authored  and/or first reduced to practice by one or
     more  employees  of UofL in  performance  of the  Research,  and all United
     States and foreign patent and copyright  applications which may be filed at
     any time thereon. ULRF Intellectual Property shall not include "Traditional
     Works" as defined in Section 1.g. of  Institution's  Intellectual  Property
     Policy (http://louisville.edu/thinker/for-faculty-and-staff/ip-policy.html)
     not specifically commissioned by Institution.

1.5  "JOINT Intellectual  Property" shall mean individually and collectively all
     inventions,  improvements,   modifications  and/or  discoveries  which  are
     conceived,  invented,  authored and/or first reduced to practice jointly by
     one or more employees of UofL and by one or more employees,  consultants or
     advisors of SPONSOR in performance  of the Research,  and all United States
     and foreign  patent and  copyright  applications  which may be filed at any
     time thereon.  JOINT Intellectual  Property shall not include  "Traditional
     Works" as defined in Section 1.g. of  Institution's  Intellectual  Property
     Policy (http://louisville.edu/thinker/for-faculty-and-staff/ip-policy.html)
     not specifically commissioned by Institution.

                                                                          Page 1
<PAGE>

2.   RESEARCH

2.1  ULRF and  SPONSOR  have  executed  this  Agreement  prior to all  approvals
     ("Approvals")  required by  Institution  and/or  Federal  regulation  (e.g.
     Institutional  Review Board ("IRB") approval if human subjects are involved
     in the  Research,  Institutional  Animal Care and Use  Committee  ("IACUC")
     approval for use of live  vertebrate  animals in the Research)  having been
     obtained  for the  Research  described  in Appendix A.  Sponsor,  Principal
     Investigator and Institution,  as applicable,  shall cooperate in preparing
     and  fiing  these  documents,  as  applicable.   ULRF  shall  commence  the
     performance of its activities as set forth in Appendix A promptly after the
     start date of the Research  Period as set forth in Section 1.2 above.  ULRF
     and/or SPONSOR,  as applicable,  shall use its best  reasonable  efforts to
     obtain the Approvals  promptly  after the Effective  Date of the Agreement.
     ULRF  shall  use   reasonable   best   efforts  to  perform  the   Research
     substantially   in  accordance  with  the  terms  and  conditions  of  this
     Agreement,  subject to SPONSOR's  performance of the activities assigned to
     it under  Appendix A.  Specimens  from human  subjects  shall  initially be
     provided to ULRF for the  Research by Sponsor;  provided  that in the event
     the  specimens  are to be collected by the James Graham Brown Cancer Center
     of University  Hospital  located in  Louisville,  Kentucky,  for use in the
     Research,  then this Agreement  shall be amended as appropriate in order to
     reflect such arrangement.

2.2  SPONSOR will obtain the informed written consent and separate authorization
     under HIPAA of each human  subject  from which a specimen is  collected  by
     SPONSOR for the purpose of the  Research  such that  collection  and use of
     Protected  Health  Information  ("PHI") shall comply with all United States
     and  international  privacy  laws,  regulations,  rules,  opinions or other
     governmental  and/or  self-regulatory  group  requirements or statements of
     position  currently  existing  or  later  enacted  during  the term of this
     Agreement.  SPONSOR  shall  not  provide  any  PHI  to  Institution  or the
     Principal Investigator.

2.3  If for any reason the Principal Investigator becomes unable to continue the
     Research, and a successor acceptable to both parties is not available, ULRF
     and/or SPONSOR shall have the option to terminate  this Agreement  pursuant
     to Section 10 hereof.

2.4  If the nature of the Research is such that  Institution  and/or  SPONSOR is
     required  to have  approval  of a review  committee(s)  (e.g.  conflict  of
     interest, IRB, IACUC),  Principal Investigator or SPONSOR  investigator(s),
     as appropriate,  shall prepare and file the applicable  protocol/outline of
     work, and/or other required  information and documents with the appropriate
     review   committee(s),   including  any   (re)submissions  to  such  review
     committee(s)  subsequently  made necessary due to revision of Appendix A by
     the parties.

2.5  Both parties  acknowledge  that each  reserves the right to terminate  this
     Agreement and the Research if the applicable  review  committee(s) does not
     approve or subsequently  suspends or withdraws its approval of the specimen
     collection protocol or Research.

3.   REPORTING

3.1  The Principal  Investigator  will produce a brief progress  report for each
     Aim described in Appendix A, outlining the  accomplishments  and results of
     the  Research.  Both  parties  agree to meet as may be necessary to discuss
     progress  of the  Research  and the  results  of each Aim and may  agree to
     modify future  efforts based upon progress to date. In addition,  Principal
     Investigator  shall provide  written  technical  reports on the Research to
     SPONSOR every six (6) months, and a final written technical report shall be
     submitted  by the  Principal  Investigator  within  sixty  (60) days of the
     conclusion of the Research  Period.  ULRF shall maintain records of the use
     of the funds  provided by SPONSOR and shall make such records  available to
     SPONSOR upon reasonable  notice during regular ULRF business hours, but not
     more frequently than once each calendar year.

<PAGE>

3.2  Subject to the  provisions  for (i)  non-use and  non-disclosure  of ULRF's
     Confidential  Information  under  Section  5  (CONFIDENTIALITY),  (ii)  the
     prerogative  of Research  personnel to first  publish  Research  results in
     accordance   with   Section  7   (PUBLICATIONS),   and   (iii)   filing  of
     application(s) for statutory  protection of Intellectual  Property prior to
     enabling  disclosure  thereof in  accordance  with Section 8  (INTELLECTUAL
     PROPERTY)  herein,  SPONSOR  may use the  information  provided  in written
     technical  reports  submitted  pursuant to this Section 3 and disclose such
     information  to any third  party.  Information  contained  in such  written
     technical  reports  which  remains  subject to the terms and  conditions of
     Section 5,  Section 7, and/or  Section 8 herein  shall not be  disclosed by
     SPONSOR  except  on an "as  needed"  basis (a) to those  parties  with whom
     SPONSOR has entered into  written  confidentiality  agreements  at least as
     restrictive as the terms of Section 5 herein, or (b) in a submission to the
     United States Food & Drug  Administration  or a similar foreign agency that
     regulates  approval of new drugs,  provided  that SPONSOR  gives ULRF sixty
     (60) days prior written notice of such disclosure and receives ULRF's prior
     written permission, which shall not be unreasonably withheld.

4.   PAYMENT OF COSTS

4.1  In consideration of ULRF's performance hereunder, SPONSOR agrees to support
     costs  incurred  in  performance  of the  Research  in the  amount of Three
     Hundred  Seventy Five  Thousand  U.S.  Dollars  (US$375,000),  inclusive of
     applicable  Facilities &  Administrative  Costs calculated at Institution's
     rate which is in effect as of the Effective Date of this Agreement.  Unless
     the funding total is  subsequently  increased by written  amendment to this
     Agreement  made in  accordance  with Section  17.1,  total costs to SPONSOR
     shall not exceed said amount.  SPONSOR  shall make interim  payments as set
     forth in  Appendix  A  provided  this  Agreement  has not been  terminated.
     Payment will be due upon SPONSOR's  receipt of invoice.  Payment by SPONSOR
     shall be sent to the address  specified on the  invoice.  Invoices not paid
     within  thirty  (30) days of the later of invoice  date or receipt  date of
     invoice are subject to 1% per month  interest on the unpaid balance for any
     amounts not in dispute. ULRF reserves the right to discontinue the Research
     if SPONSOR  fails to make  payments  within  thirty  (30) days of the dates
     specified  in the  invoice  except for  amounts  which are in  dispute  and
     subject to a thirty (30) day opportunity to resolve.

4.2  ULRF shall retain title to any equipment  purchased  with funds provided by
     SPONSOR under this Agreement.

4.3  The  determination of allowable cost for ULRF's  activities will be made in
     accordance  with the  applicable  Federal Cost  Principle  inclusive of all
     amendments in effect as of the date of this  Agreement,  and any subsequent
     amendments: Institutions of Higher Education (OMB Circular A-21).

4.4  In the event of  termination  of this  Agreement  pursuant  to Section  10,
     SPONSOR  shall  reimburse  ULRF for all costs  incurred and  non-cancelable
     obligations  made up to and including the effective  date of such notice of
     termination;  provided,  the total  funding  provided  by  SPONSOR  to ULRF
     hereunder  shall not exceed the total  funding  amount set forth in Section
     4.1.

5.   CONFIDENTIALITY

5.1  In  performance of the Research,  either party may disclose  information to
     the other party  which it  considers  to be  proprietary  and  confidential
     (hereinafter  Confidential  Information).  All  such  information  shall be
     designated  confidential at the time of disclosure by the disclosing  party
     either  orally  or in  writing.  If  designated  confidential  orally,  the
     disclosing  party shall within  thirty (30) days of the date of  disclosure
     confirm  in  writing  the  confidential  nature  of such  information.  The
     receiving  party shall use reasonable  efforts to ensure said  Confidential
     Information is kept  confidential  and shall promptly return or destroy all

<PAGE>

     originals and copies of Confidential  Information at the written request of
     the disclosing party.  Except as otherwise provided herein, for a period of
     five (5) years following the date of such  disclosure,  the receiving party
     will not disclose the Confidential  Information  without the consent of the
     disclosing party and shall use such  Confidential  Information only for the
     purposes of this Agreement.  Notwithstanding  the foregoing,  the receiving
     party may transfer the disclosing party's Confidential Information to those
     of receiving party's employees, students, officers, directors and agents as
     may be reasonably necessary to carry out the performance of this Agreement.
     Information shall not be subject to the  aforementioned  restrictions where
     the:

     (a)  information  was  possessed by  receiving  party prior to receipt from
          disclosing party other than through prior disclosure by the disclosing
          party as evidenced by receiving party's business records;
     (b)  information  published or available  to the general  public  otherwise
          than through a breach of this Agreement;
     (c)  information  obtained  by  receiving  party from a third  party with a
          valid  right to  disclose  it,  provided  that said third party is not
          under a confidentiality obligation to the disclosing party;
     (d)  information  was  independently  developed  by  employees,  agents  or
          consultants  of  receiving  party who had no knowledge of or access to
          the information as evidenced by receiving party's business records;
     (e)  information  for which the  receiving  party  obtains  the  disclosing
          party's prior  written  permission to publish or which is disclosed in
          the necessary  course of the prosecution of patent  applications  upon
          intellectual property developed pursuant to this Agreement; or
     (f)  information  required to be disclosed by operation of law, regulation,
          Attorney  General  decisions  that  carry the  force of law,  or court
          order.

6.   PUBLICITY

6.1  SPONSOR  will  not use the name of the  ULRF,  UofL,  nor of any  employee,
     student, trustee or officer thereof, in advertising or publicity, including
     news releases,  without the prior written consent of the ULRF,  which shall
     not be  unreasonably  withheld;  and  ULRF  will  not use  the  name of the
     SPONSOR,  nor any employee of SPONSOR,  in any  advertising  or  publicity,
     including  news  releases,  without the prior written  approval of SPONSOR,
     which shall not be unreasonably withheld.

6.2  Nothwithstanding  anything to the contrary in this Agreement,  (i) the ULRF
     may disclose the identity of the SPONSOR,  the title of the  Research,  the
     name of the Investigator, the Contract Period, and the amount being paid by
     the  SPONSOR for the  Research,  and (ii) the  SPONSOR  may  disclose  such
     information as required by law or regulation.

7.   PUBLICATIONS

7.1  SPONSOR  recognizes  that under UofL policies,  the results of the Research
     must be publishable  and agrees that UofL and UofL  investigators  have the
     right to publish and otherwise  publicly disclose any information gained in
     the course of the Research; provided, SPONSOR retains the right to preclude
     publication   or  other  public   disclosure   of  SPONSOR's   Confidential
     Information.  In order to permit  SPONSOR an  opportunity  to  determine if
     patentable inventions or SPONSOR's  Confidential  Information are disclosed
     therein, the Principal Investigator will provide SPONSOR with copies of any
     proposed publication or presentation by project  investigators no less than
     thirty (30) days prior to submission for  publication.  Whenever  possible,
     efforts will be made by the  Principal  Investigator  to provide  copies of
     drafts of  intended  articles  or  abstracts  as soon as they reach a stage
     suitable  for  distribution.  SPONSOR  shall  have  thirty  (30) days after
     receipt of said copies to object to such proposed  presentation or proposed
     publication   because  there  is  patentable  subject  matter  which  needs
     protection  and/or discloses  SPONSOR's  Confidential  Information.  In the
     event that SPONSOR makes an objection because its Confidential  Information
     is disclosed in the proposed presentation or publication, such Confidential
     Information  will be deleted from the proposed  presentation or publication
     by  the  Principal   Investigator  and  other  Research   personnel  before
     proceeding  with  publication  or  presentation.  In the event that SPONSOR
     makes  an  objection  because  potentially  patentable  subject  matter  is
     disclosed  in the  proposed  publication  or  presentation,  the  Principal
     Investigator and other project investigators shall refrain from making such
     publication or presentation  for a reasonable time, not to exceed three (3)
     months from the date of receipt of such objection, in order for the ULRF or
     SPONSOR to file a patent application(s)  directed to the patentable subject
     matter contained in the proposed publication or presentation, in accordance
     with Article 8 (INTELLECTUAL PROPERTY) below.

<PAGE>

8.   INTELLECTUAL PROPERTY

8.1  For the  purposes  of this  Section 8, right and title to any  intellectual
     property, whether patented, copyrighted or maintained as know-how, shall be
     determined in accordance with the provisions for determining authorship and
     inventorship   under   Titles  17  and  35  of  the  United   States  Code,
     respectively.

8.2  All rights and title to ULRF Intellectual Property shall belong to the ULRF
     and shall be subject to the terms and conditions of this Agreement.

8.3  All rights and title to JOINT Intellectual Property shall jointly belong to
     ULRF and SPONSOR,  and shall be subject to the terms and conditions of this
     Agreement.

8.4  ULRF will  promptly  notify  SPONSOR of any ULRF  Intellectual  Property or
     JOINT  Intellectual  Property  and will supply  SPONSOR  with a copy of any
     invention  disclosure received from the Principal  Investigator  describing
     said ULRF Intellectual Property or JOINT Intellectual  Property.  Likewise,
     SPONSOR  will  promptly  notify ULRF of any ULRF  Intellectual  Property or
     JOINT  Intellectual  Property  and  will  supply  ULRF  with a copy  of any
     invention  disclosure thereon received from SPONSOR employee(s)  describing
     said ULRF Intellectual  Property or JOINT  Intellectual  Property.  SPONSOR
     shall have thirty (30) days from the date of disclosure to decide whether a
     patent   application  or  application  for  other   intellectual   property
     protection should be sought.  If SPONSOR decides that a patent  application
     or application for other intellectual  property  protection should be filed
     on ULRF Intellectual  Property,  the ULRF shall promptly prepare,  file and
     prosecute such U.S. and foreign  application(s)  in ULRF's name. If SPONSOR
     decides that a patent  application  or application  for other  intellectual
     property  protection should be filed on JOINT Intellectual  Property,  then
     SPONSOR shall direct ULRF to promptly prepare, file and prosecute such U.S.
     and foreign  application(s) in ULRF and SPONSOR's name.  SPONSOR shall bear
     all costs incurred in connection with such preparation, filing, prosecution
     and  maintenance  of U.S.  and foreign  applications  directed to said ULRF
     Intellectual  Property  or JOINT  Intellectual  Property  but may  elect to
     discontinue its financial support of such prosecution  and/or  maintenance,
     provided,  SPONSOR notifies ULRF in writing of such decision to discontinue
     reasonably in advance of ULRF's need to respond to any statutory  deadlines
     of which  SPONSOR has been made aware.  SPONSOR and ULRF shall  ensure that
     such  application(s)  to the best of their  knowledge,  cover  all items of
     commercial  interest and significance.  With regard to all applications for
     which SPONSOR is reimbursing ULRF for or directly paying the patent-related
     expenses,  SPONSOR  shall be given  reasonable  opportunity  to review  and
     contribute to the content of said ULRF Intellectual Property application(s)
     being  managed  by  ULRF.  ULRF  shall  keep  SPONSOR  advised  as  to  all
     developments with regard to said  application(s) and shall promptly provide
     to SPONSOR copies of all documents received and/or filed in connection with
     the filing,  prosecution or maintenance thereof in reasonable time, subject
     to statutory deadlines,  for the SPONSOR to comment and contribute thereto.
     Following  execution of an exclusive license to ULRF Intellectual  Property
     or JOINT  Intellectual  Property,  then prosecution  responsibility  of all
     licensed ULRF Intellectual Property or JOINT Intellectual Property shall be
     governed by the terms of such license,  which shall be no less favorable to
     Sponsor  than  the  terms  set  forth in the  license  being  entered  into
     concurrently with this Agreement.

<PAGE>

8.5  If the SPONSOR elects not to support the filing of a patent  application or
     other intellectual  property protection for any ULRF Intellectual  Property
     or Joint  Intellectual  Property  disclosed  to the  SPONSOR  or decides to
     discontinue the financial  support of the prosecution or maintenance of any
     applications,  ULRF shall have no further  obligation to SPONSOR under this
     Agreement   with  regard  to  such   applications   and  the  subject  ULRF
     Intellectual  Property or JOINT  Intellectual  Property,  and ULRF shall be
     free to file or continue  prosecution or maintain any such  application(s),
     and to  maintain  any issued  patents  thereon in the U.S.  and any foreign
     country at ULRF's  expense.  Such patent  applications  and issued  patents
     shall be excluded from  SPONSOR's  option under Section 9 hereof,  however,
     SPONSOR shall retain all of its own rights in Joint Intellectual Property.

9.   GRANT OF RIGHTS

9.1  ULRF grants the SPONSOR the first option,  at the SPONSOR's  sole election,
     to  negotiate  for an  exclusive,  worldwide  commercial  license to ULRF's
     interest in any ULRF Intellectual Property or JOINT Intellectual  Property.
     Such license shall be for fair and valuable consideration and shall include
     a reasonable  royalty rate and, subject to ULRF's  policies,  shall include
     other such terms as are  typical in  licenses  of similar  technology  from
     not-for-profit organizations to for-profit organizations.  The option shall
     extend for an option  time period of * from the date of  disclosure  of the
     ULRF Intellectual Property or JOINT Intellectual Property to SPONSOR.

9.2  If SPONSOR  elects not to exercise  its option  pursuant to this Section or
     fails to  negotiate a license  agreement to ULRF  Intellectual  Property or
     Joint Intellectual Property during said * option period, then:

     (a)  ULRF  shall  have no  further  obligation  and  SPONSOR  shall have no
          further right to ULRF  Intellectual  Property and ULRF may license its
          interest  in ULRF  Intellectual  Property to any party upon terms ULRF
          deems appropriate;

     (b)  SPONSOR  shall pay to ULRF a royalty on any product that is covered by
          JOINT  Intellectual  Property,  such rate to be determined  during the
          option time period,  or, if the parties fail to arrive at an agreement
          on this  point,  shall be set at * the rate of the  relevant  industry
          standard;

     (c)  ULRF and SPONSOR each shall be free to exploit the JOINT  Intellectual
          Property as it wishes, whether directly and/or through licensing under
          its ownership interests to any third party(ies). ULRF and SPONSOR each
          shall fully  account to the other for  compensation  derived from such
          exploitation,  such accounting to be determined during the option time
          period,  or, if the  parties  fail to arrive at an  agreement  on this
          point,  shall be with * of the compensation to the licensing party and
          * to the non-licensing party.

9.3  Any license granted to SPONSOR by ULRF shall be subject, if applicable,  to
     the rights of the United  States  government  reserved  under  Public  Laws
     96-517,  97-256  and  98-620,  codified  at  35  U.S.C.  200-212,  and  any
     regulations  issued  thereunder,  and shall  include a perpetual,  paid-up,
     royalty-free,  non-exclusive license in favor of the ULRF and the Principal
     Investigator(s) to use the inventions and/or discoveries for noncommercial,
     educational and research purposes,  including authorizing other entities to
     use such ULRF  Intellectual  Property and JOINT  Intellectual  Property for
     academic  and  non-commercial  research  purposes.  For  ULRF  Intellectual
     Property and JOINT  Intellectual  Property  subject to SPONSOR's  exclusive
     option  period as  specified in Section 9.1 or to a  subsequently  executed
     exclusive commercial license agreement between ULRF and SPONSOR, ULRF shall
     notify  SPONSOR  of  each  other  entity's  use of such  ULRF  Intellectual
     Property  or  JOINT   Intellectual   Property   and   include   appropriate
     restrictions (e.g.,  prohibit the third party from transferring the subject
     ULRF  Intellectual  Property  or JOINT  Intellectual  Property to any third
     party,  prohibit  use of the subject  ULRF  Intellectual  Property or JOINT
     Intellectual  Property by the third party for any  commercial  purposes) in
     any such grant of research use rights to third parties.  Unless  restricted
     during the term of SPONSOR's  exclusive  option period specified in Section
     9.1 or unless  subject  to a  subsequently  executed  exclusive  commercial
     license agreement between ULRF and SPONSOR, ULRF also reserves the right to
     use ULRF  Intellectual  Property  and JOINT  Intellectual  Property for any
     purpose,   including   licensing  ULRF  Intellectual   Property  and  JOINT
     Intellectual  Property to third parties,  without any further obligation to
     SPONSOR  except as otherwise set forth herein (so long as such use does not
     disclose SPONSOR Confidential Information).

<PAGE>

10.  TERMINATION

10.1 This  Agreement  shall  become  effective  upon the date first  hereinabove
     written and shall  continue in effect for the full duration of the Research
     Period  unless  sooner  terminated  pursuant to this  Section.  Sponsor may
     terminate  this  agreement  upon ninety (90) days prior  written  notice to
     ULRF.

10.2 In the event that either party hereto shall commit any breach of or default
     in any of the terms or conditions of this Agreement, and also shall fail to
     remedy such  default or breach  within  thirty  (30) days after  receipt of
     written notice thereof from the other party hereto, the party giving notice
     may, at its option and in addition to any other  remedies which it may have
     at  law or in  equity,  terminate  this  Agreement  by  sending  notice  of
     termination  in  writing  to the  other  party  to  such  effect  and  such
     termination shall be effective as of the date of receipt of such notice.

10.3 Termination  of this  agreement  by either  party for any reason  shall not
     affect the rights  and  obligations  of the  parties  accrued  prior to the
     effective  date of termination  of this  Agreement.  No termination of this
     Agreement,  however  effectuated,  shall  release  either  party from their
     rights and obligations under Sections 5, 6, 7, 8 and 11.

11.  INDEPENDENT PARTIES

11.1 For the  purposes  of this  Agreement,  the  parties  shall be  independent
     contractors.  Nothing  contained  herein  shall be deemed or  construed  to
     create  between the parties  hereto a  partnership  or joint venture or the
     relationship of agent and principal.

12.  DISCLAIMER OF WARRANTIES, INDEMNIFICATION

12.1 ULRF makes no warranties,  express or implied, as to any matter whatsoever,
     including  without  limitation,  warranties  with  respect to the  conduct,
     completion,   success  or  particular  results  of  the  Research,  or  the
     condition, ownership,  merchantability, or fitness for a particular purpose
     of the  Research or any ULRF  Intellectual  Property or JOINT  Intellectual
     Property. ULRF shall not be liable for any direct, indirect, consequential,
     punitive or other damages suffered by SPONSOR or any other person resulting
     from  the  Research  or use of the  results  of the  Research  or any  ULRF
     Intellectual Property or JOINT Intellectual Property.

12.2 SPONSOR shall defend, indemnify and hold harmless ULRF, UofL, the Principal
     Investigator  and any of  ULRF  or  UofL's  faculty,  students,  employees,
     trustees, officers,  affiliates and agents and their respective successors,
     heirs and  assigns  (hereinafter  referred  to  collectively  as the " ULRF
     Indemnified  Persons")  from and  against  any and all  liability,  claims,
     lawsuits,  losses,  damages,  costs or expenses (including attorney's fees)
     (collectively  "Losses") which the ULRF  Indemnified  Persons may hereafter
     incur, or be required to pay as a result of SPONSOR's use of the results of
     the  Research  or any ULRF  Intellectual  Property  or  Joint  Intellectual
     Property  or any act or omission of  SPONSOR,  its  employees,  affiliates,
     contractors, licensees or agents. Nothwithstanding the foregoing, SPONSOR's
     indemnification  obligations  under  this  Section  shall  not apply to any
     Losses to the extent such Losses are  attributable to the gross  negligence
     or willful  misconduct of any of the ULRF Indemnified  Persons.  ULRF shall
     notify SPONSOR upon learning of the  institution or threatened  institution
     of any  such  liability,  claims,  lawsuits,  losses,  damages,  costs  and
     expenses.

12.3 SPONSOR  hereby  assumes any risks of personal  injury and property  damage
     attributable  to  the  negligent  acts  or  omissions  of  SPONSOR  in  the
     performance of the Research and SPONSOR's officers,  employees,  and agents
     thereof.  To the  extent  permitted  by  applicable  law and its  insurance
     coverage,  ULRF hereby  assumes any risks of personal  injury and  property
     damage  attributable  to the  negligent  acts or  omissions  of ULRF in the
     performance  of the  Research  and ULRF's  officers,  employees  and agents
     thereof.

<PAGE>

13.  ASSIGNMENT

13.1 This  Agreement may not be assigned or  delegated,  in whole or in part, by
     SPONSOR or ULRF without the prior written consent of the other party, which
     shall  not be  unreasonably  withheld.  A change  in  control  shall not be
     considered  an  assignment  for  purposes of this  Section 13.1 unless such
     change in control causes SPONSOR or its Affiliates to engage in any morally
     objectionable   activities   including:   activities  designed  to  defame,
     embarrass,   harm,  abuse,  threaten,  slander  or  harass  third  parties;
     activities  prohibited  by the laws of the  United  States  and/or  foreign
     territories  in which SPONSOR  conducts  business;  activities  designed to
     encourage unlawful behavior by others,  such as hate crimes,  terrorism and
     child pornography;  activities that are tortuous, vulgar, obscene, invasive
     of the  privacy  of a  third  party,  racially,  ethnically,  or  otherwise
     objectionable; activities designed to harm minors in any way. Any attempted
     assignment  in  violation  of this  Section  13.1  shall  be void and of no
     effect.  "Affiliate" shall mean any corporation or other legal entity which
     directly or  indirectly  controls,  is  controlled  by, or is under  common
     control with SPONSOR as of the Effective  Date of this  Agreement.  For the
     purpose of this  Agreement,  "control"  shall  mean the direct or  indirect
     ownership of greater than fifty percent (50%) of the outstanding  shares on
     a fully diluted basis or other voting rights of the subject entity to elect
     directors, or if not meeting the preceding,  any entity owned or controlled
     by or owning or  controlling  at the  maximum  control or  ownership  right
     permitted in the country where such entity exists.  For clarity,  a party's
     status as an Affiliate of SPONSOR shall  terminate if and when such control
     ceases to exist.

14.  GOVERNING LAW

14.1 This Agreement  shall be governed and construed in accordance with the laws
     of the  Commonwealth  of Kentucky  without giving effect to the conflict of
     laws provisions.

15.  NOTICES

15.1 Notices,  invoices,  communications  and payments hereunder shall be deemed
     made if given in writing and addressed to the party to receive such notice,
     invoice, communication or payment at the address given below, or such other
     address as may hereafter be designated by notice in writing.  Notices shall
     be delivered by certified or  registered  first class mail  (airmail if not
     domestic) or by  commercial  courier  service,  and shall be deemed to have
     been  given  or made  (a)  when  delivered  personally;  (b)  when  sent by
     confirmed  facsimile;  (c)  three  (3)  days  after  having  been  sent  by
     registered or certified mail, return receipt requested, postage prepaid; or
     (d) two (2) days after  deposit  with a commercial  overnight  carrier with
     confirmed  verification of receipt.. All communications will be sent to the
     addresses  set forth below or to such other address as may be designated by
     a party by  giving  written  notice  to the other  party  pursuant  to this
     Section.

     If to SPONSOR:

                              NeoStem, Inc.
                              420 Lexington Avenue
                              Suite 450
                              New York, NY  10170
                              Attention:  General Counsel

     If to ULRF:
        For administrative notice:

                              Director, Office of Industry Contracts
                              University of Louisville Research Foundation, Inc.
                              MedCenter One, Suite 200
                              501 East Broadway
                              Louisville, KY 40202-1798

        For technical notice: For U.S. Postal Service:
                              Dr. Mariusz Ratajcak
                              Dept. of Medicine-Oncology
                              University of Louisville
                              Louisville, KY 40292

<PAGE>

16.  ADDITIONAL PROVISIONS

16.1 In the event any part, article, section,  subsection,  clause, paragraph or
     subparagraph  of this Agreement  shall be held to be  indefinite,  invalid,
     illegal or otherwise voidable or unenforceable,  the entire Agreement shall
     not  fail on  account  thereof,  and the  balance  of the  Agreement  shall
     continue in full force and effect.

16.2 A waiver by either party of a breach or violation of any  provision of this
     Agreement will not constitute or be construed as a waiver of any subsequent
     breach or  violation  of that  provision  or as a waiver  of any  breach or
     violation of any other provision of this Agreement.

16.3 No exercise of a specific right or remedy by any party precludes it from or
     prejudices  it in exercising  another  remedy or  maintaining  an action to
     which it may otherwise be entitled either at law or in equity.

16.4 During  the  performance  of this  Agreement,  SPONSOR  and ULRF  shall not
     discriminate  against any employee or applicant for  employment  because of
     race,  color, sex, sexual  preference,  age,  religion,  national or ethnic
     origin,  handicap, or because he or she is a disabled veteran or veteran of
     the Vietnam era.

16.5 Each  party  shall  comply  with all  laws,  regulations  and  other  legal
     requirements applicable to them in connection with this Agreement.

17.  AGREEMENT MODIFICATION

17.1 This Agreement is the final and complete  understanding of the parties with
     respect to the subject  matter  hereof  superseding  all prior  agreements,
     understandings and discussions  relating thereto.  No amendments or changes
     to this Agreement  including,  without limitation,  changes to the field of
     Research,  total cost or Research Period,  shall be valid unless the change
     is made in writing and signed by authorized  representatives of the parties
     hereto.  The  appendices  will be binding upon the parties hereto except to
     the extent they may conflict with the terms and conditions contained within
     this  Agreement,  in which case the terms and  conditions  of the Agreement
     will govern.



                  [remainder of page left blank intentionally]
<PAGE>

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
date first above written.


THE UNIVERSITY OF LOUISVILLE                         NEOSTEM, INC.
RESEARCH FOUNDATION, INC.

Signature: /s/ David King                            Signature: /s/ Robin Smith

Printed Name: David D. King                          Printed Name: Robin Smith
              -------------                                        -----------

Title: Director, Office of Industry Contracts        Title: Chairman and CEO
       --------------------------------------               ----------------

Date: November 12, 2007                              Date: November 13, 2007
      -----------------                                    -----------------

Principal Investigator, while not a party to this
Agreement, by his/her signature acknowledges that
he/she: (1) has read and agrees to abide by the terms
and conditions that apply to the Principal Investigator,
(2) agrees to conduct/perform the research as outlined
in the Research Statement of Work, and (3) if applicable,
will see that the work within the scope of this agreement
is performed in accordance with an approved University/
Institution management plan.(1)

Name: Mariusz Z. Ratajczak, M.D., Ph.D.
      ---------------------------------
Signature: /s/ Mariusz Ratajczak

Title: Professor, Medical Oncology
       ---------------------------
Date: November 12, 2007
      -----------------



---------------
(1)  "Management  Plan" means a written  plan for the  management,  reduction or
     elimination  of a potential  financial  conflict  of  interest  relating to
     research.  It  relies  upon,  and  is  therefore  limited  by,  good  faith
     disclosures   about  significant   financial   interests  made,  and  other
     information provided by, a covered individual to the University.
</TEXT>
</DOCUMENT>
</SUBMISSION>
