AGREEMENT AND PLAN OF MERGER

                                                                    Exhibit 2.1




                          AGREEMENT AND PLAN OF MERGER

                                  BY AND AMONG

                                 NEOSTEM, INC.,

                               CBH ACQUISITION LLC,

                     CHINA BIOPHARMACEUTICALS HOLDINGS, INC.

                                       AND

                         CHINA BIOPHARMACEUTICALS CORP.

                                November 2, 2008

<PAGE>

                                TABLE OF CONTENTS



                                  EXHIBIT INDEX

Exhibit A - Class B Warrant
Exhibit B - Class C Warrant
Exhibit C - CBH Lock-Up and Voting Agreement
Exhibit D - Escrow Agreement
Exhibit E - Support Agreement
Exhibit F - Erye Letter of Intent to Enter into Amended and Restated Joint
            Venture Agreement
Exhibit G - CBH   Liability   Release
Exhibit H - Amended and Restated Erye Joint Venture Agreement
Exhibit I - NeoStem Lock-Up and Voting Agreement


                                       -i-

<PAGE>

                                                               LS Draft 10/30/08

                          AGREEMENT AND PLAN OF MERGER

            This   Agreement   and Plan of Merger (this   "Agreement")   is made and
entered into as of the 2nd day of November,   2008, by and among NeoStem, Inc., a
Delaware   corporation   ("NeoStem"),   CBH   Acquisition   LLC, a   Delaware   limited
liability   company and a wholly owned   subsidiary   of NeoStem   ("Subco"),   China
Biopharmaceuticals   Holdings,   Inc.,   a Delaware   corporation   ("CBH") and China
Biopharmaceutical Corp., a British Virgin Islands corporation ("CBC").   NeoStem,
Subco and CBH are   sometimes   collectively   referred to as the   "Parties";   each
individually a "Party".

                             PRELIMINARY STATEMENTS

            A.   NeoStem   is   engaged   in a   platform   business   of   operating   a
commercial   autologous   adult   stem cell bank,   is   pioneering   the   pre-disease
collection, processing and long-term storage of stem cells from adult donors for
use for their own future   medical   treatment   and has entered into   research and
development   through   the   acquisition   of   a   worldwide   exclusive   license   of
technology to identify and isolate very small embryonic-like stem cells.

            B.   CBH   is   a    pharmaceutical    company    focused   on   developing,
manufacturing   and distributing   drugs in the PRC. CBH is a holding company with
two   subsidiaries,    Suzhou   Erye   Pharmaceuticals    Company   Ltd.   ("Erye"),   a
Sino-Foreign   joint venture with limited   liability   organized under the laws of
the   People's   Republic of China (the   "PRC"),   and CBC.   Erye is engaged in the
production and sale of injection drugs, capsule drugs, API and aluminum caps for
injection glass vials.

            C. NeoStem   desires to acquire CBH's 51% ownership   interest   ("Erye
Ownership")   in Erye plus net cash which shall not be less than   $550,000   after
payment of all   litigation   expenses and CBH Payable   Obligations   (the "Minimum
Cash").   Prior to the Merger (as   defined   below),   CBH will spin off all of its
shares of CBC   Common   Stock (as   defined   herein)   to CBH's   shareholders   in a
liquidating   distribution   (the   "Spin-Off") so that the only material assets of
CBH following the Spin-Off will be the Erye Ownership and cash.

            D. NeoStem desires to acquire the Erye Ownership   through the merger
of CBH (after the   Spin-off)   with and into Subco,   with Subco as the   surviving
entity (the   "Merger").   The Merger is intended   to be a tax-free   merger   under
Section   368(a)(1)(A)   of the Internal   Revenue Code (the   "Code").   Each of the
Parties has determined   that the Merger is consistent with and in furtherance of
its   respective   long-term   business   strategies   and   desires to combine   their
respective   businesses   and for the holders of shares of CBH Common Stock and/or
shares of CBH Preferred Stock (each, as defined herein) ("CBH   Stockholders") to
have a   continuing   equity   interest   in the   combined   NeoStem/Erye   businesses
through the ownership of NeoStem securities.

<PAGE>

            E. Pursuant to the terms and subject to the   conditions set forth in
this Agreement as   consideration   in the Merger,   NeoStem shall issue to the CBH
Stockholders the following (collectively, the "Exchanged Securities"):

                  1.   7,500,000   shares of   NeoStem   Common   Stock   (as   defined
herein)   (the   "Exchanged   Common   Shares")   (of which   150,000   shares shall be
delivered   to the   Escrow   Agent to be held in   escrow   pursuant   to the   Escrow
Agreement   annexed as Exhibit D) to be issued to the holders of CBH Common Stock
(inclusive   of any CBH Common Stock issued upon exercise of any CBH Common Stock
Purchase Warrants prior to the Closing);

                  2. (a)   5,383,009   shares of NeoStem   Common   Stock   ("RimAsia
Exchanged Common Shares"),   (b) 6,977,512 shares of NeoStem Series C Convertible
Preferred   Stock (as defined   herein),   each with a   liquidation   preference   of
$1.125 and   convertible   to shares of   NeoStem   Common   Stock at $.90   ("RimAsia
Exchanged   Preferred   Shares") and (c) Class B warrants (the "Class B Warrants")
to purchase   2,400,000   shares of NeoStem   Common Stock at $0.80 per share under
the Class B Warrant   Agreement,   a copy of which is attached hereto as Exhibit A
(collectively,   the RimAsia   Exchanged   Common   Shares,   the   RimAsia   Exchanged
Preferred   Shares   and the Class B   Warrants   are   referred   to as the   "RimAsia
Exchanged   Securities"),    to   be   issued   to   RimAsia   Capital   Partners,   L.P.
("RimAsia"); and

                  3.   subject to   acceptance   by the holders of CBH Common Stock
Purchase   Warrants to purchase an   aggregate   of up to   7,831,684   shares of CBH
Common Stock (collectively,   the "CBH Common Stock Purchase Warrants"),   Class C
warrants (the "Class C Warrants") to purchase up to 2,012,097   shares of NeoStem
Common   Stock at an   exercise   price   equal to $2.50 per share under the Class C
Warrant   Agreement,   the form of which is   attached   here to as Exhibit B, to be
issued to such holders of CBH Common Stock Purchase Warrants.

            E. The   respective   Boards of Directors (or   committees   thereof) of
NeoStem,   Subco   and   CBH   have   determined   that   the   Merger,   in   the   manner
contemplated   herein, is desirable and in the best interests of their respective
stockholders   and, by resolutions   duly adopted,   have approved and adopted this
Agreement.

            NOW,   THEREFORE,   in   consideration of these premises and the mutual
and dependent promises hereinafter set forth, the parties hereto hereby agree as
follows:

                                   ARTICLE I.

                                   THE MERGER

      1.1 The Merger.   Upon the terms and subject to the conditions   hereof, and
in accordance with the provisions of the Delaware   General   Corporation Law (the
"DGCL"),   CBH shall be merged with and into Subco at the   Effective   Time.   As a
result of the Merger,   the separate existence of CBH shall cease and Subco shall
continue its existence   under the laws of the State of Delaware.   Subco,   in its
capacity as the limited   liability   company surviving the Merger, is hereinafter
sometimes referred to as the "Surviving Company."


                                      -2-
<PAGE>

      1.2   Effective   Time.   As promptly   as   possible   on the Closing   Date (as
defined herein),   the parties shall cause the Merger to be consummated by filing
with the Secretary of State of the State of Delaware (the "Delaware Secretary of
State") a certificate of merger (the "Certificate of Merger") in such form as is
required   by   Section   18-209 of the   Delaware   Limited   Liability   Company   Act
("DLLCA")   and executed in   accordance   with the DLLCA.   The Merger shall become
effective (the   "Effective   Time") when the Certificate of Merger has been filed
with the Delaware   Secretary   of State,   which filing shall occur on the Closing
Date,   or at such   later   time as shall be agreed   upon by   NeoStem   and CBH and
specified in the Certificate of Merger.   Prior to the filing referred to in this
Section   1.2,   a   closing   (the   "Closing")   shall   be   held at the   offices   of
Lowenstein Sandler PC, 65 Livingston Avenue,   Roseland, New Jersey 07068 or such
other place as the parties may agree,   as soon as practicable   (but in any event
within five Business Days (as defined herein)) following the date upon which all
conditions   set forth in Article V hereof have been   satisfied or waived,   or at
such other date as NeoStem and CBH may agree,   provided that the   conditions set
forth in Article V have been   satisfied or waived at or prior to such date.   The
date on which the Closing   takes   place is   referred   to herein as the   "Closing
Date." For all tax   purposes,   the Closing   shall be effective at the end of the
day on the Closing Date. For purposes of this Agreement, the term "Business Day"
means a day, other than a Saturday or Sunday,   on which   commercial banks in New
York City are open for the general transaction of business.

      1.3 Effects of the Merger.   From and after the Effective   Time, the Merger
shall have the effects set forth in Section 18-209(g) of the DLLCA.

      1.4   Certificate   of Formation and Operating   Agreement.   At the Effective
Time,   (i) the   certificate   of formation of the Surviving   Company as in effect
immediately   prior to the   Effective   Time shall be amended as of the   Effective
Time so as to   contain   the   provisions,   and   only   the   provisions,   contained
immediately   prior thereto in the certificate of formation of Subco,   except for
Article   FIRST   thereof   which may be revised to change the name of the   limited
liability   company as   mutually   agreed to by the parties   hereto,   and (ii) the
limited liability company agreement of Subco in effect   immediately prior to the
Effective Time shall be the limited liability company agreement of the Surviving
Company; in each case until amended in accordance with applicable law.

      1.5   Managers and Officers of the   Surviving   Company.   From and after the
Effective   Time,   individuals   designated by NeoStem prior to the Effective Time
shall be the officers of the   Surviving   Company and the   managers of Subco,   if
any,   shall be the managers of the Surviving   Company,   in each case until their
respective successors are duly elected and qualified. On or prior to the Closing
Date, CBH shall deliver to NeoStem a written resignation,   in form and substance
satisfactory to NeoStem,   from each director and officer of CBH, effective as of
the Effective Time.


                                       -3-
<PAGE>

                                  ARTICLE II.

                    CONVERSION AND DISTRIBUTION OF SECURITIES

      2.1 Conversion of Capital Stock.   At the Effective   Time, by virtue of the
Merger   and   without   any action on the part of   NeoStem,   Subco or CBH or their
respective stockholders or members, as the case may be:

            2.1.1 Each   membership   interest   of Subco   issued   and   outstanding
immediately   prior to the   Effective   Time shall be converted   into a membership
interest of the Surviving   Company.   Such membership   interests shall thereafter
constitute all of the issued and outstanding equity of the Surviving Company, so
that NeoStem   shall own all of the   membership   interests in, and equity of, the
Surviving Company.

            2.1.2 Subject to the other provisions of this Article II, all of the
shares of CBH Common   Stock   issued   and   outstanding   immediately   prior to the
Effective Time shall be converted into the right to receive in the aggregate all
of the   Exchanged   Common   Shares so that all of the holders of CBH Common Stock
(inclusive   of any CBH Common Stock issued upon exercise of any CBH Common Stock
Purchase   Warrants)   shall be   entitled to receive   7,500,000   shares of NeoStem
Common Stock in the aggregate (of which 150,000 shares shall be delivered to the
Escrow Agent to be held in escrow   pursuant to the Escrow   Agreement   annexed as
Exhibit D).

            2.1.3 Each share of capital stock of CBH held in the treasury of CBH
shall be canceled and retired and no payment shall be made in respect thereof.

            2.1.4 All of the shares of CBH Series B Preferred   Stock   issued and
outstanding   immediately prior to the Effective Time shall be converted into all
of the RimAsia Exchanged   Securities   subject to cancellation of the RimAsia CBH
Warrants as specified in Section 2.2.1.

            2.1.5 Dissenting   Shares (as defined herein) shall, by virtue of the
Merger,   be cancelled and   extinguished   and converted into the right to receive
payment   provided   for by   Section   262 of the   DGCL,   in   accordance   with   the
provisions of Section 2.5.

      2.2 Distributions; Exchange Ratio; Fractional Shares; Adjustments.

            2.2.1   Pursuant to a CBH Lock-Up and Voting   Agreement,   dated as of
the date hereof,   among RimAsia, the CBH Preferred   Stockholders,   each director
and officer of each of CBH, CBH, Erye, EET, Dr. Wang Taihua and NeoStem,   a copy
of   which   is   attached   hereto   as   Exhibit   C (the   "CBH   Lock-Up   and   Voting
Agreement"),   RimAsia has   consented to the treatment set forth in Section 2.1.4
above and agreed,   upon the   effectiveness   of the Merger,   to cancel the Common
Stock   Purchase   Warrant to purchase up to 12 million shares of CBH Common Stock
issued to RimAsia on June 30, 2006 and modified on November 16, 2007   ("Modified
Warrants"),   and the Additional   Common Stock Purchase Warrants (No. R-2) issued
to RimAsia on November 16, 2007 ("Additional Warrants, and collectively with the
Modified Warrants,   the "RimAsia CBH Warrants") and exchange all of its interest
in CBH,   including   but not limited to all of the CBH Series B   Preferred   Stock
outstanding for the RimAsia Exchanged Securities.


                                      -4-
<PAGE>


            2.2.2 Pursuant to the CBH Lock-Up and Voting Agreement,   the holders
of the CBH Series A Preferred Stock have consented to the Merger and have agreed
to cancel   and   cause to be   terminated   such   holders'   shares of CBH   Series A
Preferred   Stock as set forth in Section 2.7 and to cancel any CBH Warrants held
by such holders.

            2.2.3 As soon as practical   after the   effectiveness   of the Merger,
each   holder of CBH Common   Stock   shall   receive,   for each share of CBH Common
Stock held by such CBH   common   shareholder,   a   fraction   of a share of NeoStem
Common Stock equal to the Exchange Ratio (as defined herein).

            2.2.4   The   "Exchange   Ratio"   shall   be equal   to the   quotient   of
7,350,000   divided by the sum of (x) the   number of shares of CBH   Common   Stock
outstanding   at the Effective   Time,   and (y) the number of shares of CBH Common
Stock issuable upon exercise of in-the-money   warrants of CBH immediately   prior
to the Effective   Time subject to   adjustment   as set forth   herein.   Any Escrow
Shares   shall be   distributed   pro rata to the same record   shareholders   as the
initial distribution.

            2.2.5 No certificates for fractional   shares of NeoStem Common Stock
shall be issued as a result of the   distribution   provided for in Section 2.2.3.
In lieu of any fractional share to which the CBH Stockholders would otherwise be
entitled as a result of the   distribution   provided   for in Section   2.2.3,   all
issuances   of NeoStem   Common   Stock   shall be rounded up to the   nearest   whole
share.

            2.2.6 In the event that,   subsequent to the date hereof and prior to
the   Effective   Time,   NeoStem or CBH shall   declare a stock   dividend   or other
distribution   payable in shares of NeoStem   Common   Stock or CBH Common Stock or
securities   convertible   into shares of NeoStem Common Stock or CBH Common Stock
or effect a stock   split,   reclassification,   combination   or other   change with
respect to shares of NeoStem   Common   Stock or CBH Common   Stock,   the   Exchange
Ratio set forth in Section   2.2.4 shall be adjusted   to reflect   such   dividend,
distribution, stock split, reclassification, combination or other change.

            2.2.7 In the event that,   subsequent to the date hereof and prior to
the Effective   Time,   CBH or Erye shall incur any   liabilities or obligations of
any nature, whether absolute,   accrued,   unmatured,   contingent or otherwise, or
any   unsatisfied   judgments or any leases of   personalty or realty or unusual or
extraordinary commitments,   other than those liabilities or allowances recorded,
accrued or   reserved   against on the CBH Balance   Sheet (as   defined   herein) or
described in the notes thereto,   such liabilities or obligations   shall be paid,
satisfied or otherwise   provided for or transferred to CBC prior to the Spin-Off
in accordance with Section 5.17.1.

      2.3 Exchange of Certificates.

            2.3.1 Exchange Agent. Promptly following the Effective Time, NeoStem
shall   deposit with   Continental   Stock   Transfer & Trust   Company or such other
exchange agent as may


                                      -5-
<PAGE>

be   designated   by   NeoStem   (the   "Exchange   Agent"),   for the   benefit   of CBH
Stockholders, for distribution in accordance with this Section 2.3, certificates
representing 7,500,000 shares of the Exchanged Common Shares for distribution to
holders of outstanding shares of CBH Common Stock pursuant to Section 2.2.3.

            2.3.2   Exchange   Procedures.    As   soon   as   practicable   after   the
Effective   Time, CBH shall instruct the Exchange Agent to mail to each holder of
record of a certificate or certificates which immediately prior to the Effective
Time   represented   outstanding   shares of CBH Common   Stock,   a   certificate   or
certificates   for the Exchanged   Common Shares in the pro rata amounts   provided
for in this Section 2.3.

            2.3.3    Distributions    with    Respect   to   CBH    Preferred    Stock.
Simultaneously   with the   consummation   of the Merger,   RimAsia shall cancel the
RimAsia CBH   Warrants and all its   outstanding   shares of CBH Series B Preferred
Stock shall be cancelled. In exchange,   NeoStem will issue the RimAsia Exchanged
Securities to RimAsia as set forth in Section 2.2.1.

            2.3.4   Erye.   At the   Closing,   CBH shall   deliver to NeoStem a duly
executed   assignment of its Erye   Ownership,   consented to by Erye and the other
49% equity   holder in Erye.   CBH   represents   and warrants   that   following   the
Merger, NeoStem will have the Erye Ownership, and will have unfettered access to
the Minimum Cash.

      2.4 Treatment of Warrants. At the Effective Time, subject to acceptance by
the holders of CBH Common Stock Purchase Warrants, the CBH Common Stock Purchase
Warrants   shall be   canceled   and the   holders   thereof   shall   receive,   in the
aggregate,   Class C Warrants to purchase up to an aggregate of 2,012,097   shares
of NeoStem   Common Stock at an exercise price of $2.50 per share pursuant to the
Class C Warrant   Agreement.   Notwithstanding   anything   contained   herein to the
contrary,   if and to the extent NeoStem determines,   in its sole discretion,   to
waive the condition to NeoStem's obligation to consummate the Merger that all of
the holders of CBH Common   Stock   Purchase   Warrants   accept Class C Warrants in
exchange for their   respective   CBH Common Stock   Purchase   Warrant set forth in
Section 6.2.20,   then any holder of CBH Common Stock Purchase Warrants that does
not accept   Class C Warrants   in exchange   for such   holder's   CBH Common   Stock
Purchase   Warrants,   upon   consummation of the Merger,   shall be entitled to the
rights under the CBH Common Stock Purchase Warrants held by such holder.

      2.5 Escrow Shares. At the Closing, NeoStem shall issue an aggregate amount
of 200,000   shares of   NeoStem   Common   Stock to CBC in escrow as a   conditional
bonus payment if introductions   with respect to the Shangdong   Institute made by
CBC to NeoStem result NeoStem's   acquisition of the Shangdong Institute prior to
the six month   anniversary   of the Closing   (together with the 150,000 shares of
the Common Stock   provided in   Preliminary   Statement   E(1),   collectively,   the
"Escrow    Shares").    The   certificates   for   the   Escrow   Shares   (the   "Escrow
Certificates")   shall be deposited with an escrow agent to be mutually agreed to
by NeoStem and CBC prior to the Closing (the "Escrow   Agent").   The Certificates
shall be held and   disbursed   by the   Escrow   Agent   pursuant   to the   terms and
conditions of an Escrow   Agreement,   in the form   attached   hereto as Exhibit D,
subject   to such   modifications   thereof as the Escrow   Agent   shall   reasonably
request   prior to the Closing and as shall be accepted by CBC and NeoStem   (such
acceptance   not   to   be   unreasonably   denied)   (as   so   modified,   the   "Escrow
Agreement").


                                       -6-
<PAGE>

      2.6 Dissenting Shares.   Notwithstanding   anything in this Agreement to the
contrary,   shares of CBH Common   Stock and CBH   Preferred   Stock held by holders
thereof   who are   entitled   to vote on the   Merger   and who have not voted   such
shares   in favor of the   adoption   of this   Agreement   and the   Merger   and with
respect   to which   appraisal   rights   shall   have been   properly   exercised   and
perfected in accordance with Section 262 of the DGCL (the "Dissenting   Shares"),
shall not be   converted   into or   represent   the   right to   receive   the   Merger
Consideration   which the holders of CBH Common Stock and CBH Preferred Stock are
entitled to receive   pursuant to Sections 2.1 through 2.3 above,   and holders of
such   Dissenting   Shares shall be entitled to receive only the payment   provided
for by Section 262 of the DGCL unless and until such   holders fail to perfect or
effectively   withdraw or otherwise lose their rights to demand payment under the
DGCL.   If,   after the   Effective   Time,   any such   holder   fails to   perfect   or
effectively   withdraws   or   loses   such   right,   such   Dissenting   Shares   shall
thereupon be deemed to be "Non-Electing   Company Shares." CBH shall give NeoStem
(i) prompt notice of any demands for payment for Dissenting   Shares   pursuant to
Section 262 of the DGCL received by CBH,   withdrawals   of such demands,   and any
other   instruments   served pursuant to the DGCL and received by CBH and (ii) the
opportunity to direct all   negotiations   and proceedings with respect to demands
for payment   pursuant to Section 262 of the DGCL. CBH shall not, except with the
prior written   consent of NeoStem or as otherwise   required by   Applicable   Law,
make any payment with respect to any such demands for payment or offer to settle
or settle any such demands.   Notwithstanding   anything in this   Agreement to the
contrary,   NeoStem,   at the election of its Board of   Directors   (or a committee
thereof),   in its sole   discretion,   may terminate and abandon this Agreement at
any time prior to the Closing if the Dissenting   Shares represent more than five
(5%) of the shares of CBH Common   Stock or CBH   Preferred   Stock held by holders
thereof who are entitled to vote on the Merger.

      2.7   Satisfaction   of Certain   CBH   Obligations.   At the   Effective   Time,
NeoStem shall issue to Stephen E. Globus,   a director of CBH or related   persons
("Globus") 50,000 shares of NeoStem Common Stock in exchange for cancellation of
all of the shares of CBH Series A Preferred   Stock held by Globus   (which Globus
and CBH have represented to NeoStem are all of the outstanding   shares of Series
A Preferred   Stock).   NeoStem shall also issue 60,000   shares of NeoStem   Common
Stock to Globus and 40,000 shares of NeoStem Common Stock to Chris Peng Mao, the
Chief   Executive   Officer of CBH   ("Mao")   (an   aggregate   of 150,000   shares of
NeoStem Common Stock being issued pursuant to this paragraph) at or prior to the
Closing,   in exchange for the   cancellation   and the satisfaction in full of the
Globus   Obligation   and the Mao Obligation   (each,   as defined in Section 6.2.21
herein).   CBH and Globus   shall cause all of the   outstanding   shares of the CBH
Series   A   Preferred   Stock   to   be   cancelled   and   terminated   no   later   than
immediately   prior to the record date for any   shareholder   vote with respect to
the Merger.   The "Globus   Shares" shall be allocated   among   related   persons in
accordance   with   written   instructions   to be provided to NeoStem by Globus and
certified by him.


                                      -7-
<PAGE>

                                  ARTICLE III.

                      REPRESENTATIONS AND WARRANTIES OF CBH

            Except as set forth in the disclosure   statement delivered by CBH to
NeoStem at or prior to the   execution   of this   Agreement   (the "CBH   Disclosure
Statement")   (each   section   of which   qualifies   the   correspondingly   numbered
representation   and   warranty,   regardless   of whether   such   representation   or
warranty expressly refers to or is qualified by reference to such CBH Disclosure
Statement),   or   disclosed   in the CBH SEC   Reports   (as   defined   herein),   CBH
represents and warrants to NeoStem and Subco as follows (it being understood and
agreed   that each   representation   and   warranty   with   respect   to any   payment
obligation of Erye that is qualified hereunder as to materiality, shall refer to
any such   obligation   (i)   having a dollar   value of more than   $50,000,   to the
extent such value is quantifiable, and (ii) not incurred or made in the ordinary
course of business):

      3.1 Organization and Qualification.

            3.1.1 Each of CBH and Erye is an entity duly   incorporated,   validly
existing   and in   good   standing   under   the   laws   of the   jurisdiction   of its
incorporation   and has the   corporate   power   and   authority   to own,   lease and
operate its   properties   and to conduct its business as described in the CBH SEC
Reports (as defined   herein),   except that as of the date hereof,   CBH is not in
good   standing   under the laws of Delaware but covenants to pay all taxes and be
in good   standing   prior to the filing of any   Registration   Statement   or Joint
Proxy Statement with the SEC. Each of CBH and Erye is duly qualified to transact
business   as a   foreign   corporation   or   other   foreign   entity   and is in good
standing   in each   jurisdiction   in which the   conduct   of its   business   or the
ownership,   leasing or operation of its property   requires   such   qualification,
except for   failures to be so   qualified   or in good   standing   which would not,
singly or in the   aggregate   with all such other   failures,   have a CBH Material
Adverse   Effect (as   defined   herein).   For   purposes   of this   Agreement,   "CBH
Material Adverse Effect" means, with respect to any event,   occurrence,   matter,
failure   of event or   occurrence,   change,   effect,   state of   affairs,   breach,
default, violation, fine, penalty or failure to comply (each, a "Circumstance"),
individually or taken together with all other   Circumstances   contemplated by or
in connection with any or all of the representations and warranties made in this
Agreement, a material adverse effect on the business,   assets (including without
limitation intangible assets), liabilities (contingent or otherwise),   financial
condition, results of operations or prospects of CBH and Erye, taken as a whole;
provided,   however,   that the term "CBH   Material   Adverse   Effect" shall not be
deemed to   include   the impact   of:   (A) the   implementation   of changes in U.S.
generally accepted   accounting   principles;   (B) actions and omissions of CBH or
its   Subsidiaries   taken or permitted with the prior written   consent of NeoStem
after   the   date   hereof;   (C)   expenses   reasonably   incurred   by   CBH   or   its
Subsidiaries in consummating   the   transactions   contemplated by this Agreement;
(D) changes in the general   economic or   financial   market   conditions;   (E) any
occurrence,   condition,   change, event or effect that affects the pharmaceutical
industry generally;   and (F) the outbreak or escalation of hostilities involving
the PRC or the United States, the declaration by the PRC or the United States of
war or the occurrence of any natural disasters and acts of terrorism.


                                      -8-
<PAGE>

             3.1.2 Neither CBH nor any of its Subsidiaries is in violation of any
of the   provisions of its   certificate   of   incorporation   or by-laws,   or other
similar organizational   documents,   each as amended and currently in effect, or,
if it is a limited   liability company or partnership,   its operating   agreement,
partnership agreement or other comparable agreement. True and complete copies of
the certificate of incorporation   and by-laws,   each as amended and as currently
in   effect,   of   CBH,   and   true   and   complete   copies   of the   certificate   of
incorporation and by-laws, or other similar   organizational   documents,   each as
amended and currently in effect,   of each Subsidiary of CBH have been previously
delivered or made   available to NeoStem.   No   amendments to the   certificate   of
incorporation,   as   amended,   of CBH   have   been   authorized   since   2005 and no
amendments to the by-laws of CBH have been   authorized   since 2005. For purposes
of this Agreement,   all references to the "Subsidiaries" of CBH shall constitute
references   to any entity (i) the accounts of which would be   consolidated   with
those   of CBH in   CBH's   consolidated   financial   statements   if such   financial
statements   were   prepared in   accordance   with   generally   accepted   accounting
principles or (ii) of which securities or other ownership interests representing
more than 50% of the equity or more than 50% of the ordinary voting power or, in
the case of a partnership, more than 50% of the general partnership interests or
more than 50% of the   profits   or losses   are   owned by CBH   and/or   one or more
subsidiaries of CBH, and shall include, without limitation,   CBC, Nanjing Keyuan
Pharmaceutical R&D Co., Ltd., a Chinese company ("Nanjing Keyuan"), and Erye.

            3.1.3 Erye is a   Sino-Foreign   Joint Venture with limited   liability
organized under the laws of the PRC, duly incorporated,   validly existing and in
good   standing   under the laws of the PRC.   The   articles   of   association,   the
business   license   and   other   constituent   documents   of Erye   comply   with the
requirements   of   applicable   laws of the PRC and are in full force and   effect.
Erye has full   power and   authority   (corporate   and   other)   and all   consents,
approvals, authorizations, orders, registrations,   clearances and qualifications
of or with any local,   domestic,   foreign or multi-national   court,   arbitration
tribunal,    administrative   agency,    commission,    legislative   body   or   other
governmental   or   regulatory   body,    agency,    instrumentality    or   authority,
including,   without   limitation,   of the United States, the PRC, or otherwise (a
"Governmental Authority") having jurisdiction over Erye or any of its properties
required   for the   ownership   and the conduct of its   business and has the legal
right and authority to own, use, lease and operate its assets and to conduct its
business.   All of the issued   shares of capital   stock of Erye has been duly and
validly   authorized and issued and are fully paid and   non-assessable.   Erye has
obtained all approvals,   authorizations,   consents and orders,   and has made all
filings and registrations, which are required under PRC laws and regulations for
the   ownership   interest by CBH or NeoStem of its equity   interest in Erye;   and
there are no outstanding rights,   warrants or options to acquire, or instruments
convertible into or exchangeable for, nor any agreements or other obligations to
issue or other rights to convert any   obligation   into,   any equity   interest in
Erye.

      3.2   Authority   Relative   to this   Agreement.   (a) CBH and   Erye   have the
corporate   power and authority to execute and deliver this   Agreement   and, upon
obtaining the approval of a majority of the outstanding shares of the CBH Common
Stock and each of the CBH Series A Preferred   Stock and Series B Preferred Stock
of CBH (collectively,   the "CBH Preferred Stock") at the CBH Special Meeting (as
defined   herein) or any   adjournment   thereof as   authorized   under the DGCL, to
consummate   the   Merger   and the other   transactions   contemplated   hereby.   The
execution and delivery of this Agreement and the   consummation of the Merger and
the other transactions contemplated hereby have been duly and validly authorized
by the Boards of Directors of CBH and Erye and except as stated in the preceding
sentence,   no   other   corporate   proceedings   on the   part   of CBH or   Erye   are
necessary to authorize   this Agreement or to consummate the Merger and the other
transactions   contemplated   hereby.   This   Agreement   has been duly and   validly
executed   and   delivered   by   each   of   CBH   and   Erye   and,   assuming   the   due
authorization, execution and delivery hereof by NeoStem and Subco and subject to
stockholder approval as aforesaid,   constitutes a valid and binding agreement of
each of CBH and Erye enforceable against each of CBH and Erye in accordance with
its   terms,   except to the   extent   that its   enforceability   may be   limited by
applicable   bankruptcy,   insolvency,   reorganization,   moratorium   or other laws
affecting the enforcement of creditors' rights generally or by general equitable
principles.


                                      -9-
<PAGE>

                  (b) As a result of the Merger,   the Surviving Company will own
of   record   the Erye   Ownership,   and   NeoStem   will   beneficially   own the Erye
Ownership,   free of all   Encumbrances   and free of all   governed or   contractual
restrictions.

                  (c) CBH has the   corporate   power and   authority to effect the
Spin-Off.   The consummation of the Spin-Off has been duly and validly authorized
by the   Board   of   Directors   of   CBH,   and   other   than   approval   by   the   CBH
Stockholders, no other corporate proceedings on the part of CBH are necessary to
authorize or consummate the Spin-Off.

      3.3 Consents, No Conflicts.

            3.3.1   Except   for   actions to be taken in   connection   with (a) the
filing of the Certificate of Merger required under DLLCA Section 18-209(c),   (b)
the filing and   effectiveness   of the   Registration   Statement   (as   hereinafter
defined),   (c) filings   required   pursuant to any state securities or "blue sky"
laws,   (d) filings and other   matters   relating to the listing or quoting on the
American Stock Exchange,   Inc., The New York Stock Exchange,   Inc. or The NASDAQ
Stock   Market   (each,   an   "Exchange")   of the   shares of NeoStem   Common   Stock
required to be issued   pursuant to this   Agreement,   and (e) any other   filings,
notices,   disclosures   or   registrations   set forth in Section   3.3.1 of the CBH
Disclosure Statement, no filing or registration with, notification or disclosure
to, or permit, authorization,   consent or approval of, (x) any U.S. Governmental
Authority or (y) any third party, whether acting in an individual,   fiduciary or
other   capacity,   is required for the   consummation   by CBH of the Merger or the
other   transactions   contemplated   hereby or for the ownership by NeoStem of the
Erye Ownership.

                                      -10-
<PAGE>
            3.3.2   Except as set forth in   Section   3.3.2 of the CBH   Disclosure
Statement,   the   execution,   delivery and   performance of this Agreement and the
consummation of the Merger and the other   transactions   contemplated   hereby and
compliance   by CBH and Erye   with any of the   provisions   hereof do not and will
not: (i) subject to   obtaining   the approval of the Merger by holders of the CBH
Common Stock and the CBH Preferred Stock,   conflict with or result in any breach
or violation of any provision of the certificate of incorporation or by-laws, or
other similar   organizational   documents,   each as amended, of CBH or any of its
Subsidiaries   or (ii) result in (1) a breach or violation of, a default under or
an event   triggering any payment,   obligation or   acceleration of any obligation
pursuant to CBH Employee   Benefit Plan (as defined herein) or any grant or award
made under any of the   foregoing,   (2) a breach or violation of, a default under
or an event   triggering   a right of   termination   of, a   default   under,   or the
acceleration   of any   obligation   or the   creation of a lien,   pledge,   security
interest or other encumbrance on assets (with or without the giving of notice or
the lapse of time or both) pursuant to any provision of, any agreement, license,
lease   of   real or   personal   property,   marketing   agreement,   contract,   note,
mortgage,   indenture or other obligation of CBH or any of its Subsidiaries ("CBH
Contracts") or, subject to making all filings, notifications and disclosures and
receipt of all permits,   authorizations,   consents and approvals   referred to in
clauses   "a"   through   "e" of   Section   3.3.1   or in   Section   3.3.1   of the CBH
Disclosure   Statement,   any law,   rule,   ordinance   or   regulation   or judgment,
decree, order or award to which CBH or any of its Subsidiaries is subject or any
governmental or non-governmental authorization, consent, approval, registration,
franchise, license or permit under which CBH or any of its Subsidiaries conducts
any of its business, or (3) any other change in the rights or obligations of any
party under any of the CBH Contracts,   except, with respect to this clause (ii),
for breaches, violations, defaults, triggering events, creations of Encumbrances
on assets, or changes in rights or obligations which would not, singly or in the
aggregate with all other such matters, have a CBH Material Adverse Effect.

            3.3.3   Except as disclosed   on Section   3.3.3 of the CBH   Disclosure
Statement,   Erye (a) is not in   conflict   with or in   violation   or breach of or
default under (and there exists no event that, with notice or passage of time or
both,   would   constitute a conflict,   violation,   breach or default   with, of or
under) (i) any Law applicable to it or any of its properties, assets, operations
or business,   (ii) any provision of its certificate of incorporation or by-laws,
or other similar organizational   documents,   each as amended, except in the case
of the   foregoing   clauses   (i) and   (iii)   for any   such   conflicts,   breaches,
violations and defaults that,   individually or in the aggregate,   could not have
or result in a CBH   Material   Adverse   Effect.   Except for the   approval   of the
competent   authorities   of commerce under the Law on   Sino-Foreign   Equity Joint
Ventures and its implementation regulations, no PRC Government Approval or other
consent   is   required   to be   obtained   or made by Erye in   connection   with the
execution and delivery of this   Agreement or the   consummation   of the Merger or
other transactions contemplated hereby.

      3.4 Board   Recommendation.   The Boards of   Directors   of CBH and the board
member   representatives   from Erye have, each, by a unanimous written consent on
November 2, 2008, approved and adopted this Agreement,   the Merger and the other
transactions   contemplated hereby. In such resolutions,   the Boards of Directors
of CBH and the   board   member   representatives   from   Erye   determined   that the
consideration   to be received by holders of CBH Common   Stock and CBH   Preferred
Stock   pursuant   to the   Merger is fair to the   holders   of shares of CBH Common
Stock and CBH Preferred Stock, respectively, and recommended that the holders of
such   shares   approve   and   adopt   this   Agreement,   the   Merger   and the   other
transactions contemplated hereby (the "CBH Board Recommendation").

      3.5   State    Anti-takeover    Statutes;    Stockholder    Protection    Rights
Agreements.   By virtue of   resolutions   heretofore   approved by CBH's and Eyre's
Boards of   Directors,   the Merger,   this   Agreement,   the CBH Lock-Up and Voting
Agreement,   the   Support   Agreement   (as defined   herein)   and the   transactions
contemplated   hereby   will   not be   subject   to   the   restrictions   on   business
combinations with interested   stockholders   otherwise   applicable to the Merger,
this Agreement,   the CBH Lock-Up and Voting Agreement,   the Support Agreement or
the transactions   contemplated hereby under Section 203 of the DGCL. CBH's Board
of Directors   have taken such actions and votes as are   necessary on its part to
render the provisions of Section 203 of the DGCL, all other applicable   takeover
statutes of the DGCL inapplicable to this Agreement, the Merger, the CBH Lock-Up
and Voting Agreement,   the Support   Agreement and the transactions   contemplated
hereby   and   thereby.   Neither   CBH   nor   Erye   is a   party   to any   stockholder
protection rights agreement or any agreement similar thereto.


                                      -11-
<PAGE>


      3.6 No Existing Violation,   Default,   Etc. None of CBH or its Subsidiaries
is in violation of (A) any Applicable   Law or (B) any order,   decree or judgment
of   any   Governmental   Authority   having   jurisdiction   over   CBH   or any of its
Subsidiaries. No event of default or event that, but for the giving of notice or
the lapse of time or both,   would   constitute an event of default,   exists under
any CBH Contract or any lease, permit,   license or other agreement or instrument
to which   CBH or any of its   Subsidiaries   is a party or by which any of them is
bound or to which any of the   properties,   assets or operations of CBH or any of
its Subsidiaries is subject.

      3.7   Licenses   and   Permits.   Each of CBH and Erye has such   certificates,
permits, licenses,   franchises,   consents, approvals, orders, authorizations and
clearances from appropriate governmental agencies and bodies ("CBH Licenses") as
are   necessary   to own,   lease or operate   its   properties   and to   conduct   its
business   in the   manner   described   in the CBH   SEC   Reports   and as   presently
conducted   and all such CBH   Licenses   are valid and in full   force and   effect,
other than any   failure to have any such CBH   License or any failure of any such
CBH License to be valid and in full force and effect as would not,   singly or in
the aggregate with all such other failures,   have a CBH Material Adverse Effect.
Each of CBH and Erye is and,   within the period of all   applicable   statutes   of
limitations, has been in compliance with its obligations under such CBH Licenses
and no event has occurred   that   allows,   or after notice or lapse of time would
allow,   revocation or termination of such CBH Licenses. Each of CBH and Erye has
no knowledge of any facts or circumstances   that could reasonably be expected to
result in an inability of CBH or any of its   Subsidiaries   to renew any material
CBH License.   Subject to making all filings,   notifications   and disclosures and
receipt of all permits,   authorizations,   consents and approvals   referred to in
Section   3.3.1   of the CBH   Disclosure   Statement,   neither   the   execution   nor
delivery   by   CBH   of   this   Agreement   nor   the   consummation   of   any   of   the
transactions contemplated herein will result in any revocation or termination of
any material CBH License.

      3.8 Registration Statement;   Prospectus/Joint Proxy Statement. None of the
information supplied or to be supplied by CBH, Erye or CBC for inclusion in, and
none of the   information   regarding   CBH and its   Subsidiaries   incorporated   by
reference in, the   registration   statement   under the Securities Act registering
the NeoStem   Common Stock to be issued   pursuant to the Merger and the shares of
common stock,   par value $1.00 per share,   of CBC (the "CBC Common Stock") to be
issued pursuant to the Spin-Off (such registration   statement, as amended by any
amendments thereto, being referred to herein as the "Registration Statement") or
the   prospectus/joint   proxy statement to be sent to the stockholders of NeoStem
and CBH in   connection   with the annual   meeting of   stockholders   of NeoStem at
which such   stockholders will be asked to approve the issuance of NeoStem Common
Stock   pursuant to the Merger (the   "NeoStem   Annual   Meeting")   and the special
meeting of the stockholders of CBH at which such   stockholders   will be asked to
approve the Spin-Off,   the Merger and this Agreement (the "CBH Special Meeting")
(such   prospectus/joint   proxy statement,   as amended by any amendments thereto,
being referred to herein as the "Prospectus/Joint   Proxy Statement"),   including
all    amendments    and    supplements    to    the    Registration    Statement    and
Prospectus/Joint   Proxy   Statement,   shall,   in the   case   of   the   Registration
Statement,   at the time the Registration Statement becomes effective and, in the
case   of   the   Prospectus/Joint   Proxy   Statement,   on the   date   or   dates   the
Prospectus/Joint Proxy Statement is first mailed to NeoStem and CBH stockholders
and on the date or dates   of the   NeoStem   Annual   Meeting   and the CBH   Special
Meeting,   contain   any untrue   statement   of a material   fact or omit to state a
material   fact   required to be stated   therein or necessary in order to make the
statements   therein,   in the light of the   circumstances   under   which they were
made,   not   misleading.   CBH and Erye will   supply   NeoStem   with all   business,
financial,   legal,   management and other information required for inclusion in a
Form S-4 under SEC rules.


                                      -12-
<PAGE>


      3.9 Finders or   Brokers;   Compensation   Arrangements.   Neither CBH nor any
Subsidiary   of CBH   has   employed   any   investment   banker,   broker,   finder   or
intermediary in connection with the transactions   contemplated   hereby who might
be entitled to a fee or any   commission   the receipt of which is   conditioned in
whole or part upon consummation of the Merger.

      3.10 SEC Reports.   CBH has filed all forms, reports and documents required
to be filed by it with the SEC since   December   31, 2007 (the "CBH Audit   Date")
(including,   without limitation, CBH's Annual Report on Form 10-KSB for the year
ended   December   31,   2007 and   CBH's   Quarterly   Reports   on Form   10-Q for the
quarters   ended   March 31,   2008 and June 30,   2008 and all   certifications   and
statements   required by Rule 13a-14 or 15d-14 under the Securities   Exchange Act
of 1934, as amended (the "Exchange Act") or 18 U.S.C.   Section 1350 (Section 906
of the Sarbanes-Oxley Act of 2002 ("SOX")) with respect to any Annual Reports or
Proxy   Statements,   and   Current   Reports on Form 8-K),   pursuant to the federal
securities laws and the SEC's rules and regulations thereunder,   and SOX and all
rules and   regulations   thereunder   (collectively,   and together with all forms,
reports   and   documents   filed by CBH   with the SEC   after   December   31,   2007,
including any amendments thereto,   the "CBH SEC Reports").   CBH SEC Reports were
or will, as applicable,   be prepared in accordance with the   requirements of the
Securities   Act and the   Exchange   Act,   as the case may be,   and the   rules and
regulations   thereunder.   As of their respective dates, none of CBH SEC Reports,
including,   without limitation,   any financial   statements or schedules included
therein,   contained or will contain,   as applicable,   any untrue   statement of a
material fact or omitted to state a material fact required to be stated   therein
or   necessary   in   order   to   make   the   statements   therein,   in   light   of the
circumstances   under   which   they were or are made,   as   applicable,   made,   not
misleading.   No   Subsidiary   of CBH is or has been   required   to file any   form,
report, registration statement or other document with the SEC.

      3.11 Disclosure Controls and Procedures. CBH maintains disclosure controls
and   procedures   required by Rule 13a-15 or 15d-15 under the Exchange   Act. Such
controls and   procedures   are effective to ensure that all material   information
concerning   CBH and its   Subsidiaries   is made   known on a   timely   basis to the
individuals   responsible   for the   preparation of CBH's filings with the SEC and
other public disclosure documents. As used in this Section 3.11, the term "file"
shall be   broadly   construed   to   include   any   manner   in which a   document   or
information is furnished, supplied or otherwise made available to the SEC.


                                      -13-
<PAGE>

      3.12 Financial Statements. The consolidated balance sheets and the related
consolidated   statements of income and cash flows   (including   the related notes
thereto) of CBH included in CBH SEC Reports,   as of their   respective   dates and
the consolidated   balance sheets and related   consolidated   statements of income
and cash   flows of Erye   annexed   hereto as Section   3.12 of the CBH   Disclosure
Statement (the "Erye Financial   Statements"),   complied in all material respects
with applicable accounting   requirements and the published rules and regulations
of the SEC with respect thereto, were prepared in accordance with U.S. generally
accepted accounting   principles applied on a basis consistent with prior periods
(except   as   otherwise   noted   therein),   and   present   fairly   in all   material
respects,   the   consolidated   financial   position   of CBH and   its   consolidated
Subsidiaries or Erye, as the case may be, as of their respective   dates, and the
consolidated   results of their   operations   and their cash flows for the periods
presented   therein   (subject,   in the case of the   unaudited   interim   financial
statements,   to notes and normal year-end   adjustments that were not material in
amount or effect).

      3.13   SOX   Certifications.   The   Chief   Executive   Officer   and the   Chief
Financial   Officer of CBH have   signed,   and CBH has   furnished   to the SEC, all
certifications   required by   Sections   302 and 906 of SOX.   Such   certifications
contain no   qualifications   or exceptions to the matters   certified   therein and
have not been   modified or   withdrawn.   Neither   CBH nor any of it officers   has
received notice from any Governmental   Authority   questioning or challenging the
accuracy,   completeness,   form   or   manner   of   filing   or   submission   of   such
certifications.

      3.14   Undisclosed   Liabilities.   Except (i)as may be disclosed on Schedule
3.14(a) or 3.14(b) of the CBH Disclosure   Statement,   (ii) as reflected in CBH's
unaudited   consolidated balance sheet at June 30, 2008 or liabilities   described
in any notes thereto,   (iii) for liabilities   incurred in the ordinary course of
business since June 30, 2008 consistent with past practice or in connection with
this Agreement or the   transactions   contemplated   hereby,   or (iv)   performance
obligations   under   contracts   required   in   accordance   with   their   terms,   or
performance   obligations,   to the extent required under applicable laws, in each
case to the extent   arising   after the date   hereof,   neither CBH nor any of its
Subsidiaries has any material   liabilities or obligations of any nature (whether
accrued,   absolute,   contingent or otherwise) and which,   individually or in the
aggregate,   could   reasonably be expected to have a CBH Material Adverse Effect.
Set forth in Schedule   3.14(a) of the CBH   Disclosure   Statement are any and all
material    liabilities   and   obligations   of   Erye    (collectively,    the   "Eyre
Liabilities"),   as of November 2, 2008. Set forth in Schedule 3.14(b) of the CBH
Disclosure   Statement   are any and all   payable   obligations   of CBH   and/or its
Subsidiaries   (other than the Erye   Liabilities   as of November 2, 2008,   )("CBH
Payable   Obligations"),   excluding the expenses   incurred in connection with the
transactions   contemplated by this Agreement (the "Transaction   Expenses," which
is set forth in Schedule   3.14(c) of the CBH   Disclosure   Statement and shall be
approximately similar to NBS's transaction   expenses),   and the name and address
of each Person to whom each such   liability or obligation is owed, and CBH shall
take any and all   action   necessary   or   appropriate   to obtain a CBH   Liability
Release (as   defined   herein)   from each CBH   Creditor   (as   defined   herein) in
accordance with Section 5.17. To the best of knowledge of CBH and as of the date
of this Agreement,   the CBH Payable Obligations set forth in Schedule 3.14(b) of
the CBH Disclosure   Statement,   excluding the Transaction   Expenses,   do not and
shall not exceed, individually or in the aggregate, $450,000.


                                      -14-
<PAGE>

      3.15 Off-Balance   Sheet   Arrangements.   CBH and its Subsidiaries   have not
effected any securitization transactions or "off-balance sheet arrangements" (as
defined in Item 303(c) of   Regulation   S-K of the SEC) since the CBH Audit Date.
CBH has   delivered   or made   available   to NeoStem   copies of the   documentation
creating or governing any such securitization transactions and off-balance sheet
arrangements.

      3.16 Loans to Executives and   Directors.   CBH has not, since the effective
date of SOX,   extended or   maintained   credit,   arranged   for the   extension   of
credit,   or renewed an extension of credit, in the form of a personal loan to or
for   any   director   or   executive   officer   (or   equivalent   thereof)   of CBH in
violation   of SOX. CBH has not made any loan or extension of credit to which the
second sentence of Section 13(k)(I) of the Exchange Act applies.

      3.17   Independent   Auditors.   Moore   Stephens   Wurth Frazer & Torbet,   LLP
serves as CBH's and Erye's independent   registered public accounting firm and to
CBH's knowledge,   there are no   relationships or services,   or any other factors
that may affect the objectivity and   independence of Moore Stephens Wurth Frazer
& Torbet, LLP under applicable auditing standards. Moore Stephens Wurth Frazer &
Torbet,    LLP   has   not   performed   any   non-audit   services   for   CBH   and   its
Subsidiaries since the CBH Audit Date, which, in any such case, were required to
be disclosed in CBH SEC Reports and were not so disclosed.

      3.18   Absence   of   Changes or   Events.   Except   for (a)   matters   publicly
disclosed by CBH prior to the date hereof in CBH SEC Reports   filed prior to the
date hereof, and (b) the settlement of the litigation in Hong Kong and Canada by
RACP Pharmaceutical   Holdings Limited, a wholly-owned subsidiary of CBC, against
Li Xiaobo and certain other   defendants in connection   with the   acquisition   of
shares of Enshi International (Holdings) Pte Ltd (the "LXB Litigation").

            3.18.1 Since   December 31, 2007: (i) CBH and its   Subsidiaries   have
conducted   their   business in the ordinary   course and have not entered into any
material oral or written agreement or other material   transaction that is not in
the   ordinary   course of   business   (other   than this   Agreement)   or that could
reasonably be expected to result in a CBH Material Adverse Effect;   (ii) neither
CBH nor any of its Subsidiaries have sustained any material loss or interference
with their business or properties from fire, flood, windstorm,   accident, strike
or other calamity (whether or not covered by insurance); (iii) there has been no
material change in the   indebtedness of CBH and its   Subsidiaries,   no change in
the capital stock of CBH and no dividend or   distribution   of any kind declared,
paid or made by CBH on any class of its   capital   stock;   (iv) there has been no
event or   condition   which has caused a CBH   Material   Adverse   Effect,   nor any
development,   occurrence   or state of facts or   circumstances   known to CBH that
could,   singly or in the   aggregate,   reasonably   be expected to result in a CBH
Material   Adverse   Effect;   and (v) there has been no material   change by CBH or
Erye in its accounting principles, practices or methods.


                                      -15-
<PAGE>

            3.18.2 Since December 31, 2007, other than in the ordinary course of
business   consistent with past practice,   there has not been any increase in the
compensation or other benefits payable,   or which could become payable,   by CBH,
to its officers or key   employees,   or any   amendment of any of the CBH Employee
Benefit Plans.

      3.19 Capitalization.

            3.19.1   The   authorized   capital   stock of CBH   consists   solely   of
200,000,000   shares of CBH's common   stock,   par value $0.01 per share (the "CBH
Common Stock"),   and 10,000,000 shares of CBH's preferred stock, par value $0.01
per share,   of which   1,152,500   shares are   designated   as Series A Convertible
Preferred   Stock (the "CBH Series A Preferred   Stock") and 6,185,607   shares are
designated as Series B Convertible   Preferred Stock (the "CBH Series B Preferred
Stock" and   together   with the CBH Series A Preferred   Stock the "CBH   Preferred
Stock").   As of October 31,   2008,   there were   37,082,313   shares of CBH Common
Stock, and only 50,000 shares of CBH Series A Preferred Stock, all of which were
held by Globus,   still   outstanding   and shall be cancelled   pursuant to Section
2.7, and 6,653,656   shares of CBH Series B Preferred Stock   outstanding,   and no
shares   of CBH   Common   Stock,   CBH   Series A   Preferred   Stock or CBH   Series B
Preferred   Stock were held in CBH's   treasury.   There have been no   issuances of
capital stock of CBH since October 31, 2008. As of October 31, 2008,   10,400,401
shares of CBH Common   Stock   were   issuable   upon the   exercise   of   outstanding
warrants (collectively,   the "CBH Warrants") in addition to the shares of common
stock issuable upon exercise of outstanding RimAsia CBH Warrants, and no options
to purchase shares of capital stock of CBH were   outstanding,   no other warrants
or options are   outstanding;   and no shares of CBH Common Stock are reserved for
issuance   for any   purpose   other than upon   exercise   of such   outstanding   CBH
Warrants and RimAsia CBH Warrants.   A true and complete list of each CBH Warrant
outstanding   as of October 31, 2008 and with respect to each such   warrant,   the
name of the holder thereof,   the number of shares of CBH Common Stock underlying
such CBH Warrant, the exercise price and the expiration date is set forth in the
Registration Statement on Form SB-2 of CBH (File No. 333-132693) initially filed
with the SEC on March 24, 2006, as amended on May 3, 2006, and the   Registration
Statement on Form SB-2 of CBH (File No.   333-134727)   filed with the SEC on June
5, 2006.   Since October 31, 2008, no CBH Warrants or options to purchase   shares
of capital stock of CBH have been granted and no agreements or commitments   have
been made to grant any CBH Warrants or any options. Except for the foregoing and
the RimAsia CBH Warrants, there are not any existing options,   warrants,   calls,
subscriptions, or other rights or other agreements or commitments obligating CBH
to   issue,   transfer   or sell any   shares of   capital   stock of CBH or any other
securities   convertible   into or evidencing   the right to subscribe for any such
shares.   There are no outstanding stock appreciation   rights with respect to the
capital stock of CBH. All issued and outstanding   shares of CBH Common Stock and
CBH   Preferred   Stock are duly   authorized   and validly   issued,   fully paid and
nonassessable   and have   not been   issued   in   violation   of (nor are any of the
authorized shares of capital stock of, or other equity interests in, CBH subject
to) any   preemptive or similar   rights   created by statute,   the   certificate of
incorporation   or by-laws of CBH or any   agreement to which CBH is a party or by
which it may be bound.


                                      -16-
<PAGE>

            3.19.2 The authorized   capital stock of Erye consists   solely of 51%
ownership   interest   owned by CBH and 49% ownership   interest held by EET. There
are not any existing options, warrants, calls, subscriptions, or other rights or
other agreements or commitments   obligating Erye to issue,   transfer or sell any
equity of Erye or any other securities   convertible into or evidencing the right
to subscribe for any such shares.   There are no outstanding   stock   appreciation
rights with respect to the capital of Erye. All issued and outstanding equity of
Erye is duly authorized and validly   issued,   fully paid and   nonassessable   and
have not been issued in   violation of (nor are any of the   authorized   shares of
capital stock of, or other equity   interests in, Erye subject to) any preemptive
or similar   rights   created by statute,   the   certificate   of   incorporation   or
by-laws of Erye or any   agreement to which Erye is a party or by which it may be
bound.

            3.19.3 Except as set forth in Section   3.19.3 of the CBH   Disclosure
Statement, there are no (i) obligations,   contingent or otherwise, of CBH or its
Subsidiaries to repurchase, redeem or otherwise acquire any shares of CBH Common
Stock,   CBH Preferred   Stock or any   securities of Erye, or provide funds to, or
make   any   investment   in (in   the   form   of a   loan,   capital   contribution   or
otherwise),   or provide any guarantee   with respect to the   obligations   of, any
other person,   or (ii) agreements,   arrangements or commitments of any character
(contingent or otherwise)   pursuant to which any person is or may be entitled to
receive   any   payment   based   on the   revenues   or   earnings   (or any   component
thereof),   or   calculated   in   accordance   therewith,   of   CBH   or   any   of   its
Subsidiaries.   Section   3.19.3 of the CBH   Disclosure   Statement   sets forth the
contingent   earn-out   obligations   to which   CBH or any of its   Subsidiaries   is
subject.    There   are   no   voting   trusts,    proxies   or   other    agreements   or
understandings   to which CBH or its   Subsidiaries   is a party or by which CBH or
its   Subsidiaries   is bound with   respect to the voting of any shares of capital
stock of CBH.

            3.19.4 CBH has delivered or made   available to NeoStem   complete and
correct copies of each of the CBH Warrants. Section 3.19.4 of the CBH Disclosure
Statement sets forth a complete and correct list of all restricted   stock awards
applicable   to CBH Common   Stock,   including   the   recipients   and the number of
shares of CBH Common Stock received or to be received by each.

            3.20   Capital   Stock of   Subsidiaries.   The only   direct or indirect
Subsidiaries   of CBH are those   listed   in   Section   3.20 of the CBH   Disclosure
Statement.   Except as set forth in Section 3.20 of the CBH Disclosure Statement,
CBH is directly or indirectly the record and beneficial   owner of (i) 90% of the
outstanding   shares of capital stock of Nanjing   Keyuan,   51% of the outstanding
equity interest of Erye and 100% of the   outstanding   shares of capital stock of
CBC and each of CBH's other   Subsidiaries.   There are no proxies with respect to
such   shares,   and   there   are   not   any   existing   options,    warrants,   calls,
subscriptions, or other rights or other agreements or commitments obligating CBH
or any of such   Subsidiaries   to issue,   transfer   or sell any shares of capital
stock of any of such   Subsidiaries or any other   securities   convertible into or
evidencing   the right to subscribe   for any such shares.   Each of the holders of
capital   stock   of the   Subsidiaries   which   is not   wholly-owned,   directly   or
indirectly,   by CBH is set   forth   on   Schedule   3.20.   All of   such   shares   so
beneficially   owned by CBH are duly authorized and validly   issued,   fully paid,
nonassessable   and free of preemptive   rights with respect thereto and are owned
by CBH, directly or indirectly, free and clear of any claim, lien or encumbrance
of any kind with respect thereto. Except as set forth in Section 3.20 of the CBH
Disclosure   Statement,   CBH does not directly or indirectly   own any interest in
any corporation,   partnership, limited liability company, joint venture or other
business association or entity.


                                      -17-
<PAGE>

      3.21 Litigation. Except as set forth in Section 3.21 of the CBH Disclosure
Statement or in the CBH SEC Reports, as of the date hereof there are no material
pending actions, suits, proceedings, arbitrations or, to the knowledge of CBH or
Erye,   investigations   by, against or affecting CBH, any of its   Subsidiaries or
any of their   officers,   directors,   properties,   assets or operations,   or with
respect   to   which   CBH   or any of its   Subsidiaries   is   responsible   by way of
indemnity   or   otherwise.   Except   as set   forth   in   Section   3.21   of the   CBH
Disclosure   Statement or the CBH SEC Reports:   (i) there are no material pending
or, to the knowledge of CBH or Erye,   threatened   actions,   suits,   proceedings,
arbitrations   or   investigations   by,   against   or   affecting   CBH,   any   of its
Subsidiaries   or   any   of   their   officers,   directors,   properties,   assets   or
operations, or with respect to which they are responsible by way of indemnity or
otherwise,   whether or not   disclosed in such CBH SEC   Reports;   and (ii) to the
knowledge of CBH or Erye,   there are no material   actions,   suits,   proceedings,
arbitrations or   investigations   are threatened or contemplated   and there is no
reasonable   basis,   to   the   knowledge   of   CBH,   for   any   such   action,   suit,
proceedings,   arbitrations   or   investigation,   whether   or   not   threatened   or
contemplated.

      3.22   Insurance.   CBH and Erye have insurance   policies and fidelity bonds
covering   it and its   Subsidiaries'   assets,   business,   equipment,   properties,
operations,   employees, officers and directors which CBH and Eyre reasonably and
in good faith   believes   are   adequate   to conduct   the   business of CBH and its
Subsidiaries.   All   premiums due and payable   under all such   policies and bonds
have been   paid,   and CBH is   otherwise   in full   compliance   with the terms and
conditions of all such policies and bonds, except where the failure to have made
payment or to be in full compliance would not,   individually or in the aggregate
with all such other failures, have a CBH Material Adverse Effect. CBH reasonably
believes that the reserves established by CBH and Erye in respect of all matters
as to which CBH or any of its   Subsidiaries   self-insures   or carries   retention
and/or   deductibles,   including without limitation workers' medical coverage and
workers' compensation, are adequate and appropriate, and neither CBH nor Eyre is
aware of any facts or   circumstances   existing   as of the date hereof that would
reasonably   be expected to cause such   reserves to be   materially   inadequate or
inappropriate.

            3.23 Title to and   Condition of   Properties.   Except as set forth in
Section 3.23 of the CBH Disclosure Statement, CBH and its Subsidiaries have good
title to all of the real property and personal property   reflected on CBH's June
30, 2008   unaudited   consolidated   balance   sheet   contained in CBH's   Quarterly
Report on Form   10-QSB for the   quarter   ended June 30,   2008 filed with the SEC
(the "CBH Balance Sheet"),   except for property since sold or otherwise disposed
of in the ordinary   course of business   and   consistent   with past   practice and
except for defects of title which are not   material to CBH and its   Subsidiaries
taken as a whole.   Except as set   forth in   Section   3.23 of the CBH   Disclosure
Statement,   neither CBH nor any of its Subsidiaries   owns any real property.   No
real or personal   property owned or leased by CBH or any of its   Subsidiaries is
subject   to   claims,   liens or   other   encumbrances   of any   kind or   character,
including,   without   limitation,   mortgages,   pledges,   liens,   conditional sale
agreements,   charges,   security   interests,   easements,   restrictive   covenants,
rights of way or options,   except for (i) liens for taxes not yet   delinquent or
which   are being   contested   in good   faith by   appropriate   proceedings   and in
respect of which CBH or its   appropriate   Subsidiary   has set aside on its books
adequate reserves in accordance with generally accepted   accounting   principles;
(ii) mechanics', carriers', workers', repairers', materialmen's,   landlords' and
other similar   statutory or common law liens incurred in the ordinary   course of
business for   obligations   not yet   delinquent or the validity of which is being
contested in good faith by appropriate   proceedings   and in respect of which CBH
or its   appropriate   Subsidiary has set aside on its books adequate   reserves in
accordance with generally accepted accounting   principles;   (iii) in the case of
real   property,   easements,   rights   of   way,   restrictions,   minor   defects   or
irregularities   in title that do not   individually   or in the   aggregate   have a
material   adverse   effect   on the value or use of the real   property   encumbered
thereby   as   currently   used   in the   operation   of the   business   of CBH or its
Subsidiaries;   (iv) those which would not materially   interfere with the conduct
of the   business of CBH and its   Subsidiaries   (the   encumbrances   described   in
clauses (i) through   (iv) of this   sentence,   collectively,   the "CBH   Permitted
Encumbrances");   (v) those   securing   liabilities   reflected   in the CBH Balance
Sheet; or (vi) those described in Section 3.23 of the CBH Disclosure Statement.


                                      -18-
<PAGE>

      3.24 Leases.   There have been   delivered or made available to NeoStem true
and complete   copies of each lease   pursuant to which Real   Property or personal
property   is held under lease by CBH or Erye   (limited,   in the case of personal
property,   to leases pursuant to which annual rentals are reasonably expected to
be at least   $100,000   per   year),   and true and   complete   copies of each lease
pursuant   to which   CBH or Erye   leases   real or   personal   property   to   others
(limited in the case of personal   property,   to leases   pursuant to which annual
rentals are reasonably expected to be at least $100,000 per year).   Section 3.24
of the CBH Disclosure   Statement sets forth a true and complete list of all such
leases,   and such leases are the only leases that are   material to the   business
conducted by CBH or Erye taken as a whole.   All of the leases so listed (i) are,
in all material respects, valid and subsisting and in full force and effect with
respect   to CBH or Erye,   as the   case may be,   and,   to CBH's   knowledge,   with
respect to any other   party   thereto and (ii) were   entered   into as a result of
bona fide arm's length negotiations with the other party or parties thereto. CBH
or Erye have valid leasehold   interests in all properties leased thereunder free
and   clear of all   material   liens and   encumbrances   other   than CBH   Permitted
Encumbrances.   The real   properties   leased by CBH or Erye are, in all   material
respects,   in good operating   order and condition,   subject to ordinary wear and
tear.   To the   knowledge   of CBH and   Erye,   there are no   material   structural,
mechanical or other defects in any improvements located on such real properties.

            3.25 Contracts and Commitments.   Except as set forth in Section 3.25
of the CBH   Disclosure   Statement   or as set   forth as an   exhibit   in a CBH SEC
Report filed since December 31, 2007, neither CBH nor any of its Subsidiaries is
a party to any existing   contract,   obligation   or   commitment of any type which
requires   payment   by or to any party   thereto   in excess of   $50,000.   True and
complete copies of all contracts,   obligations and commitments listed in Section
3.25   of the   CBH   Disclosure   Statement   (translated   into   English   where   the
originals are in Chinese) have been delivered or made available to NeoStem. None
of CBH or Erye or, to the knowledge of CBH or Erye, any other party is in breach
of or default under any of the contracts,   obligations and commitments listed in
Section 3.25 of the CBH   Disclosure   Statement or under any other CBH   Contracts
(and,   to the   knowledge   of CBH,   no facts or   circumstances   exist which could
reasonably   support the   assertion   of any such   breach or   default)   except for
breaches and defaults which would not, singly or in the aggregate with all other
such   breaches,   have a CBH   Material   Adverse   Effect.   For   purposes   of   this
Agreement, an "Affiliate" of a Person means a Person that directly or indirectly
through one or more   intermediaries,   controls,   is   controlled   by, or is under
common control with, the first Person, including but not limited to a subsidiary
of the first   Person,   a Person of which the first   Person is a   subsidiary,   or
another   Subsidiary   of a Person of which the first Person is also a subsidiary;
and "Control"   (including   the terms   "controlled   by" and "under common control
with") means the possession,   directly or indirectly,   of the power to direct or
cause the direction of the management policies of a Person,   whether through the
ownership of voting securities, by contract or credit arrangement, as trustee or
executor, or otherwise.


                                      -19-
<PAGE>

      3.26 Employees;   Labor Matters. Except as set forth in Section 3.26 of the
CBH   Disclosure   Statement,   neither   CBH nor Erye is a party to or bound by any
collective   bargaining   agreement,   and   there   are no   labor   unions   or   other
organizations   representing,   purporting to represent or attempting to represent
any employees employed by CBH or Erye thereof.   Since January 1, 2004, there has
not occurred or been threatened any material strike, slowdown,   picketing,   work
stoppage,   concerted   refusal to work overtime or other   similar labor   activity
with   respect to any   employees of CBH or Erye   thereof.   Except as set forth in
Section   3.26 of the CBH   Disclosure   Statement,   there   are no   labor   disputes
currently   subject to any grievance   procedure,   arbitration   or litigation   and
there is no   representation   petition   pending or threatened with respect to any
employee of CBH or any   Subsidiary   thereof.   Each of CBH and Erye has   complied
with all applicable laws,   statutes,   orders,   rules,   regulations,   policies or
guidelines   promulgated,   or   judgments,   decisions   or orders   entered,   by any
Governmental   Authority (as defined   herein) (all such laws,   statutes,   orders,
rules,   regulations,   policies,   guidelines,   judgments,   decisions   and orders,
collectively,   "Applicable Laws") pertaining to the employment or termination of
employment of their respective   employees,   including,   without limitation,   all
such    Applicable    Laws    relating   to   labor    relations,    equal    employment
opportunities,    fair   employment    practices,    prohibited    discrimination   or
distinction and other similar employment   activities.   Contributions required to
be made by   employers   under the   Applicable   Laws to all the   mandatory   social
welfare and pension funds in respect of all   employees of CBH or any   Subsidiary
thereof have been duly and punctually paid in full.

      3.27 No Change of Control Puts. Except as described in Section 3.27 of the
CBH   Disclosure   Statement,   neither the   execution   and delivery by CBH of this
Agreement   nor   the   consummation   of   the   Merger   or   any   other    transaction
contemplated   hereby   gives   rise   to   any   obligation   of   CBH   or   any   of its
Subsidiaries to, or any right of any holder of any security of CBH or any of its
Subsidiaries to require CBH or any of its Subsidiaries   to,   purchase,   offer to
purchase,   redeem or otherwise prepay or repay any such security, or deposit any
funds to effect the same.

      3.28 Employment and Labor   Contracts.   Except as set forth in Section 3.28
of the   CBH   Disclosure   Statement,   neither   CBH nor   Erye   is a   party   to any
employment,   management   services,   consultation   or other contract or agreement
that   provides   for annual   compensation   of   $50,000 or more,   with any past or
present   officer,   director or employee or, to the   knowledge of CBH, any entity
affiliated with any past or present   officer,   director or employee,   other than
the   agreements   executed by employees   generally,   the forms of which have been
provided to NeoStem.


                                       -20-
<PAGE>

      3.29 Intellectual   Property Rights.   CBH and Erye own or have the right to
use all material CBH Intellectual   Property Rights (as defined herein) necessary
to the   conduct   of   their   respective   businesses.   Subject   to   obtaining   any
associated   consents with respect to   agreements   or licenses   listed in Section
3.3.2 of the CBH   Disclosure   Statement,   each CBH   Intellectual   Property Right
owned or used by CBH or Erye   immediately   prior to the   Effective   Time will be
owned or available for use, in all material   respects,   by the Surviving Company
or its subsidiaries on substantially   the same terms and conditions   immediately
subsequent to the Effective Time.   Section 3.29 of the CBH Disclosure   Statement
contains a list of all material   patents,   trade names,   registered   copyrights,
trademarks   and service   marks,   mask works and   applications   for the foregoing
owned or used by CBH and Erye.   Except as set forth in   Section   3.29 of the CBH
Disclosure   Statement,   (i) CBH or Erye have valid and unencumbered   (except for
CBH Permitted   Encumbrances)   title to the CBH Intellectual   Property Rights set
forth in such Section 3.29 and, to the knowledge of CBH or Erye,   such title has
not   been    challenged    (pending   or   threatened)   by   others   except   for   the
encumbrances   listed   therein;   (ii) no   material   rights or licenses to use CBH
Intellectual Property Rights have been granted or acquired by CBH or Erye; (iii)
there   have been no claims or   assertions   made by others   that CBH and Erye has
infringed any Intellectual   Property Rights (as defined herein) of others by the
sale of products, the rendering of services or any other activity since December
31, 2002;   (iv) to the knowledge of CBH, there has been no such   infringement by
CBH or any of its Subsidiaries since December 31, 2002; (v) CBH and Erye have no
knowledge of any infringement of CBH Intellectual   Property Rights of CBH or any
of its   Subsidiaries by others;   and (vi) all CBH   Intellectual   Property Rights
owned by CBH or Erye (a) are in good   standing with the   registration   authority
therefor,   if any, (b) to the extent recorded on the public record, are recorded
in the name of CBH or Erye and (c) have been duly registered   with,   filed in or
issued by, as the case may be,   the State   Intellectual   Property   Office of the
PRC, the National   Copyright   Administration   of the PRC and Trademark Office of
Stated   Administration   For Industry & Commerce in the PRC, and the U.S.   Patent
and Trademark   Office and the U.S.   Copyright   Office and other filing   offices,
domestic   or   foreign,   to the extent   necessary   or   desirable   to ensure   full
protection   under any   Applicable   Law,   and the same   remain in full   force and
effect.   True and complete   copies of all material listed in Section 3.29 of the
CBH Disclosure   Statement have been delivered or made available to NeoStem.   For
purposes of this Agreement,   the phrase   "Intellectual   Property Rights",   shall
mean and include,   with respect to any Person, rights of such Person relating to
patents, trademarks, service marks, collective marks, certification marks, trade
names, copyrights,   mask works, inventions,   processes, trade secrets, know-how,
confidentiality    agreements,     consulting    agreements,    software    and    any
documentation   relating   to   the   manufacture,   marketing,   sale,   licensing   or
maintenance   of   products   or   services   by such   Person;   and the   phrase   "CBH
Intellectual   Property   Rights" shall mean the   Intellectual   Property Rights of
each of CBH and Erye, excluding any Intellectual   Property Rights held solely by
CBC or Nanjing Keyuan.


                                      -21-
<PAGE>

      3.30 Taxes.

            3.30.1   Except as set forth in   Section   3.30 in the CBH   Disclosure
Statement,   (i) all Returns (as defined herein) required to be filed by, or with
respect to any   activities or assets of, each of CBH and its   Subsidiaries   have
been   duly and   timely   filed   and are   correct   and   complete   in all   material
respects, (ii) all Taxes (as defined herein) shown as owing on such Returns have
been paid and (iii) none of CBH or its Subsidiaries is currently the beneficiary
of any extension of time within which to file any Return.

            3.30.2   Except as set forth in   Section   3.30 of the CBH   Disclosure
Statement,   (i) all Taxes   that are or may   become   payable by any of CBH or its
Subsidiaries or chargeable as an Encumbrance (as defined herein) upon its assets
for which the filing of a Return is not required   have been duly and timely paid
and (ii) each of CBH and its Subsidiaries has duly and timely withheld all Taxes
required   to be   withheld   in   connection   with the   business   or assets of such
entity,   and such   withheld   Taxes have been   either duly and timely paid to the
proper   governmental   authorities   or properly   set aside in   accounts   for such
purpose.

            3.30.3   Except as set forth in   Section   3.30 of the CBH   Disclosure
Statement,   there has been no claim or issue   (other   than a claim or issue that
has been   finally   settled)   concerning   any   liability   for Taxes of CBH or any
Subsidiary   thereof asserted,   raised or threatened by any taxing authority and,
to the knowledge of CBH and its Subsidiaries, no circumstances exist to form the
basis for such a claim or issue.

            3.30.4 Section 3.30 of the CBH Disclosure Statement lists all Income
Tax Returns (as defined herein) that have been filed with respect to each of CBH
and its   Subsidiaries   for taxable periods ended on or after January 1, 2006 and
that have not yet been audited or are currently the subject of audit.

            3.30.5   Except as set forth in   Section   3.30 of the CBH   Disclosure
Statement,   none   of CBH or its   Subsidiaries   has (i)   waived   any   statute   of
limitations,   (ii)   agreed to any   extension   of the   period for   assessment   or
collection   or (iii)   executed   or filed any power of attorney   with   respect to
Taxes, which waiver, agreement or power of attorney is currently in force.

             3.30.6   Except as set forth in   Section   3.30 of the CBH   Disclosure
Statement,   (i) there are no outstanding   adjustments for Income Tax (as defined
herein)   purposes   applicable   to CBH or any of its   Subsidiaries   required as a
result of changes in methods   of   accounting   effected   on or before the date of
this Agreement and (ii) no material   elections for Income Tax purposes have been
made by any of CBH or its   Subsidiaries   that are currently in force or by which
any of CBH or its Subsidiaries is bound.

            3.30.7   Except as set forth in   Section   3.30 of the CBH   Disclosure
Statement,   none of CBH or its Subsidiaries (i) is a party to or bound by or has
any obligation under any Tax allocation, sharing, indemnity or similar agreement
or arrangement or (ii) is or has been a member of any group of companies   filing
a consolidated, combined or unitary Income Tax Return.


                                      -22-
<PAGE>

            3.30.8 For purposes of this   Agreement,   the   following   terms shall
have the meanings ascribed to them below:

                  (i) "Encumbrance"   means any mortgage,   pledge, deed of trust,
hypothecation,   right of others, claim, security interest, encumbrance,   burden,
title defect, title retention agreement,   lease,   sublease,   license,   occupancy
agreement, easement, covenant, condition,   encroachment, voting trust agreement,
interest,   option,   right of first offer,   negotiation or refusal,   proxy, lien,
charge or other restriction or limitations of any nature   whatsoever,   including
but not limited to such Encumbrances as may arise under any contract.

                  (ii)   "Income   Tax" means any Tax computed in whole or in part
based on or by reference to net income and any alternative, minimum, accumulated
earnings or personal   holding   company Tax (including all interest and penalties
thereon and additions thereto).

                  (iii)    "Income    Tax   Return"    means   any   return,    report,
declaration,   form, claim for refund or information return or statement relating
to Income Taxes, including any schedule or attachment thereto, and including any
amendment thereof.

                  (iv) "Return"   means any return,   report,   declaration,   form,
claim for refund or information return or statement relating to Taxes, including
any schedule or attachment thereto, and including any amendment thereof.

                  (v) "Tax" means any federal,   state,   local or foreign income,
alternative, minimum, accumulated earnings, personal holding company, franchise,
capital stock,   profits,   windfall   profits,   gross receipts,   sales, use, value
added,   transfer,    registration,    stamp,   premium,    excise,   customs   duties,
severance,    environmental,    real   property,   personal   property,   ad   valorem,
occupancy,    license,    occupation,    employment,    payroll,    social   security,
disability, unemployment, workers' compensation, withholding, estimated or other
similar tax, duty, fee,   assessment or other governmental charge or deficiencies
thereof (including all interest and penalties thereon and additions thereto).

      3.31 Employee Benefit Plans

            3.31.1   Except as set forth in   Section   3.31 of the CBH   Disclosure
Statement,   with   respect   to any   employee   or   former   employee   of CBH or any
Subsidiary   thereof,   none of CBH or Erye, or any Affiliated   company   presently
maintains,   contributes to or has any liability under: (i) any bonus,   incentive
compensation,   profit   sharing,   retirement,   pension,   group   insurance,   death
benefit, cafeteria, medical expense reimbursement, dependent care, stock option,
stock purchase,   stock appreciation rights,   deferred compensation,   consulting,
severance   pay or   termination   pay,   vacation   pay,   welfare or other   employee
benefit   or fringe   benefit   plan,   program   or   arrangement;   or (ii) any plan,
program   or   arrangement   which   is an   employee   pension   benefit   plan,   or an
"employee welfare benefit plan" as defined under relevant laws applicable to CBH
or any   Subsidiary   thereof.   Each plan,   program and   arrangement   set forth in
Section 3.31 of the CBH   Disclosure   Statement   is herein   referred to as a "CBH
Employee   Benefit Plan." The term   "affiliated   company" means any   organization
that would be aggregated with any of CBH or any Subsidiary thereof under Section
414(b), (c), (m) or (o) of the Code.


                                      -23-
<PAGE>

            3.31.2   There is no   pending   or   threatened   legal   action,   claim,
proceeding or   investigation   against or involving any CBH Employee Benefit Plan
(other than   routine   claims for   benefits)   and there is no basis for any facts
which could give rise to any such condition,   legal action, claim, proceeding or
investigation.

            3.31.3 None of CBH or Erye nor any of their affiliates is a party to
any employment   agreement,   whether written or oral, or agreement with change in
control or similar provisions,   or a collective bargaining agreement or contract
with any labor union relating to any employees or former employees of CBH or any
Subsidiary thereof.

      3.32 Environmental Matters.

            3.32.1   Each of CBH   and its   Subsidiaries   has   complied   and is in
compliance in all material respects with all applicable   Environmental   Laws (as
defined   herein)   pertaining to any of the   properties and assets of CBH and its
Subsidiaries    (including   all   real   property   owned   by   CBH   or   any   of   its
Subsidiaries, together with all structures, facilities,   improvements, fixtures,
systems,   equipment and items of property presently or hereafter located thereon
or attached or   appurtenant   thereto or owned by CBH or any of its   Subsidiaries
and located on real property leased by CBH or any of its   Subsidiaries,   and all
easements,    licenses,   rights   and   appurtenances   relating   to   the   foregoing
(collectively,   the "CBH Real Property") and the use and ownership thereof,   and
to the operation of their respective businesses. No material violation by CBH or
any of its   Subsidiaries   is being alleged of any applicable   Environmental   Law
relating to any of the properties   and assets of CBH or any of its   Subsidiaries
(including   the CBH Real   Property) or the use or ownership   thereof,   or to the
operation of their respective businesses.

            3.32.2   None   of   CBH   or   its   Subsidiaries   or   any   other   Person
(including   any tenant or   subtenant)   has caused or taken any action   that will
result   in,   nor is CBH or any   Subsidiary   thereof   subject   to,   any   material
liability or obligation on the part of CBH or any   Subsidiary   thereof or any of
its Affiliates, relating to (x) the environmental conditions on, under, or about
the CBH Real Property or other properties or assets owned,   leased,   operated or
used by CBH or any of its Subsidiaries or any predecessor thereto at the present
time or in the past, including without limitation, the air, soil and groundwater
conditions   at such   properties   or (y) the   past or   present   use,   management,
handling,   transport,   treatment,   generation,   storage, disposal or Release (as
defined herein) of any Hazardous (as defined herein) materials.

                  3.32.2.1 CBH has disclosed   and made   available to NeoStem all
information,   including,   without   limitation,   all   studies,   analyses and test
results,   in the possession,   custody or control of or otherwise known to CBH or
its Subsidiaries relating to (x) the environmental conditions on, under or about
the Real Property or other properties or assets owned, leased,   operated or used
by CBH or any of its   Subsidiaries   any   predecessor in interest   thereto at the
present time or in the past,   and (y) any   Hazardous   materials   used,   managed,
handled,   transported,   treated,   generated, stored or Released by CBH or any of
its   Subsidiaries   or any other Person on,   under,   about or from any of the CBH
Real   Property,   or otherwise in connection   with the use or operation of any of
the properties and assets of CBH or any of its   Subsidiaries or their respective
businesses.


                                      -24-
<PAGE>

            3.32.3 For purposes of this   Agreement,   the   following   terms shall
have the meanings ascribed to them below:

                  3.32.3.1   "Environmental   Laws" means all Laws relating to the
protection   of   the   environment,    to   human   health   and   safety,   or   to   any
Environmental activity,   including, without limitation, (a) CERCLA, the Resource
Conservation   and Recovery Act, and the   Occupational   Safety and Health Act, or
any   equivalent   law   under   the   PRC,   including,    without    limitation,    the
Environmental   Protection   Law of the PRC, the Law of the PRC on   Appraising   of
Environmental   Impacts   and the   Law of the PRC on   Prevention   and   Control   of
Environmental Pollution by Solid Waste, (b) all other requirements pertaining to
reporting,   licensing,   permitting,   investigation   or remediation of emissions,
discharges, releases or threatened releases of Hazardous materials into the air,
surface water, groundwater or land, or relating to the manufacture,   processing,
distribution,   use, sale, treatment,   receipt, storage,   disposal,   transport or
handling of Hazardous materials and (c) all other requirements pertaining to the
protection of the health and safety of employees or the public.

                  3.32.3.2   "Hazardous   Materials" means any substance that: (a)
is or contains   asbestos,   urea   formaldehyde   foam insulation,   polychlorinated
biphenyls,   petroleum or   petroleum-derived   substances   or wastes,   radon as or
related materials (b) requires   investigation,   removal or remediation under any
Environmental Law, or is defined, listed or identified as a "hazardous waste" or
"hazardous   substance"   thereunder,   or   (c)   is   toxic,   explosive,   corrosive,
flammable,   infectious,   radioactive,    carcinogenic,   mutagenic,   or   otherwise
hazardous and is regulated by any Governmental Authority or Environmental Law.

                  3.32.3.3     "Release"    means    any    releasing,     disposing,
discharging, injecting, spilling, leaking, leaching, pumping, dumping, emitting,
escaping,   emptying,   seeing,   dispersal,   leeching,   migration,    transporting,
placing and the like, including without limitation,   the moving of any materials
through,   into or upon, any land, soil,   surface water,   ground water or air, or
otherwise entering into the environment.

      3.33 CBH Business Matters.

            3.33.1 None of CBH,   Erye or any   director,   agent,   employee or any
other person acting for or on behalf of CBH or Erye,   has directly or indirectly
made   any   unlawful   contribution,    gift,   bribe,   payoff,   influence   payment,
kickback,   or any   other   fraudulent   payment   in any   form,   whether   in money,
property,   or   services to any   person,   including   but not limited to any staff
member at any hospital or center for disease   control or any government   officer
(a) to obtain favorable   treatment in securing   business for CBH or Erye, (b) to
pay   for   favorable   treatment   for   business   secured,   (c) to   obtain   special
concessions or for special   concessions   already obtained,   for or in respect of
CBH or Erye, or (d) in violation of any applicable anti-corruption law.

            3.33.2 None of CBH,   Erye or any   director,   agent,   employee or any
other   person   acting   for or on   behalf   of CBH or   Erye,   has   established   or
maintained any fund or assets in which such Group Company has proprietary rights
that   have not been   recorded   in the   books and   records   of CBH or Erye.   Each
transaction is properly and accurately   recorded in all material respects on the
books and records of CBH or Erye,   and each   document   upon which   entries   such
books and records are based is complete and   accurate in all material   respects.
Each   of CBH and   Erye   maintains   a   system   of   internal   accounting   controls
reasonably   designed   to   insure   that   there is no   maintain   no   off-the-books
accounts   and   its   assets   are   used   only in   accordance   with   its   corporate
management directives.


                                      -25-
<PAGE>

            3.33.3 Section 3.33.3 of the CBH Disclosure Agreement sets forth all
the land,   buildings   and   premises   currently   owned by Erye (the   "Owned   Real
Property").   The   description of the Owned Real Property as set forth in Section
3.33.3 of the CBH Disclosure Statement is true and complete.

            3.33.4 Erye has exclusive and unfettered possession,   occupation and
proper   legal   title to the land use rights   and   building   ownership   rights in
respect of the Owned Real Property (including   possession of the land use rights
certificates   and   building    ownerships    certificates)   and   are,   subject   to
compliance with applicable laws of the PRC, entitled to transfer, sell, mortgage
or   otherwise   dispose of the Owned   Real   Property   and there are no   occupancy
rights or liens in favour of third parties affecting it.

            3.33.5 The original   land grant fee for the land use rights was paid
in full, and no further amounts are currently owed in respect thereof.   No other
fees or other payments are owed in respect of the Owned Real Property   including
in respect of the relocation of Erye to the site previously disclosed to NeoStem
by CBH. The   relevant   granted land use right   contracts   and the relevant   land
registration   cards   contain   no   restrictions   on Erye's   use of the Owned Real
Property for which such land use rights have been granted.

            3.33.6 There are no claims pending or, to CBH and Erye's   knowledge,
threatened   that   would   result in the   creation   of any lien on any Owned   Real
Property.

            3.33.7 There are no zoning or other   applicable   laws or regulations
currently   in effect   that   would   prevent   or limit   Erye from   conducting   its
operations   on the   Owned   Real   Property   as they are   currently   conducted   or
contemplated to be conducted.

            3.33.8 There are not material   assets or properties   shared with any
other entity,   which are used in connection with the business conducted by Erye,
and all of the   facilities,   services,   assets or   properties   owned by Erye are
sufficient to conduct its business as proposed to be conducted.

With respect to the   relocation of Erye's   workshop,   Erye has all approvals and
certificates   necessary for the title to and legal use of the building   which is
under   construction   on the   date of this   Agreement.   CBH   intends   for E