AGREEMENT AND PLAN OF ACQUISITION

Exhibit 10.1

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ACQUISITION OF STEM CELL TECHNOLOGIES, INC.

by

NEOSTEM, INC.

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AGREEMENT AND PLAN OF ACQUISITION

This Agreement and Plan of Acquisition ("Agreement") is entered into by and

between Stem Cell Technologies, Inc., a Florida corporation, ("SCTI"), UTEK

CORPORATION, a Delaware corporation, ("UTEK"), and NeoStem, Inc., a Delaware

corporation, ("NBS").

WHEREAS, UTEK owns 100% of the issued and outstanding shares of common

stock of SCTI ("SCTI Shares"); and

WHEREAS, prior to the Closing Date, SCTI will acquire the license for the

fields of use as described in the License Agreement as described and which are

attached hereto as part of Exhibit A and made a part of this Agreement ("License

Agreement") and the rights to develop and market a proprietary technology for

the fields of uses specified in the License Agreement ("Technology").

WHEREAS, the parties desire to provide for the terms and conditions upon

which SCTI will be acquired by NBS in a stock-for-stock exchange ("Acquisition")

in accordance with the respective corporation laws of their state, upon

consummation of which all SCTI Shares will be owned by NBS, and all issued and

outstanding SCTI Shares will be exchanged for common stock of NBS with terms and

conditions as set forth in this Agreement; and

WHEREAS, for federal income tax purposes, it is intended that the

Acquisition qualifies within the meaning of Section 368 (a)(1)(B) of the

Internal Revenue Code of 1986, as amended.

NOW, THEREFORE, in consideration of the premises and for other good and

valuable consideration, the receipt, adequacy and sufficiency of which are by

this Agreement acknowledged, the parties agree as follows:

ARTICLE 1

THE STOCK-FOR-STOCK ACQUISITION

1.01 The Exchange. At the closing of the transactions contemplated by this

Agreement ("Closing"), UTEK shall receive 400,000 common shares of the issued

and outstanding stock of NBS (the "NBS Shares") and in exchange, NBS shall

receive all of the SCTI Shares.

1.02 Closing Date. The Closing of the Acquisition shall take place at the

latest on November 15, 2007 or on such other date the parties hereto may

mutually agree; provided that the parties have complied with the obligations

required in Article 3 hereof and all conditions set forth in Article 4 have been

fulfilled or waived in writing. The Closing shall be held at the offices of NBS,

420 Lexington Avenue, Suite 450, New York, NY 10170 or such other place as the

parties may mutually agree. The date upon which such Closing shall occur shall

be referred to as the "Closing Date."

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ARTICLE 2

REPRESENTATIONS AND WARRANTIES

2.01 Representations and Warranties of UTEK and SCTI. UTEK and SCTI

represent and warrant to NBS that the facts set forth below are true and

correct:

(a) Organization. SCTI and UTEK are corporations duly organized,

validly existing and in good standing under the laws of their respective states

of incorporation, and they have the requisite power and authority to conduct

their business and consummate the transactions contemplated by this Agreement.

True, correct and complete copies of the articles of incorporation, bylaws and

all corporate minutes of SCTI have been provided to NBS and such documents are

presently in effect and have not been amended or modified. SCTI has no

subsidiaries and no interest in any other corporation, partnership, joint

venture or other entity.

(b) Authorization. The execution of this Agreement and the

consummation of the Acquisition and the transactions contemplated by this

Agreement have been duly authorized by the board of directors and shareholders

of SCTI and the board of directors of UTEK; no other corporate action by the

respective parties is necessary in order to execute, deliver, consummate and

perform their respective obligations hereunder; and SCTI and UTEK have all

requisite corporate and other authority to execute and deliver this Agreement

and consummate the transactions contemplated by this Agreement.

(c) Capitalization. The authorized capital of SCTI consists of

1,000,000 shares of common stock with a par value $0.01 per share. At the date

of this Agreement and at the Closing Date, all issued and outstanding shares of

SCTI have been duly and validly issued and are fully paid and non-assessable

shares and have not been issued in violation of any preemptive or other rights

of any other person or any applicable laws. SCTI is not authorized to issue any

preferred stock. All dividends on SCTI Shares which have been declared prior to

the date of this Agreement have been paid in full. There are no outstanding (i)

rights to purchase or subscribe for any shares, or other ownership interests of

SCTI, (ii) obligations of SCTI, whether absolute or contingent, to issue any

equity securities or other ownership interests, (iii) debt or equity securities

directly or indirectly convertible into any equity securities of SCTI or (iv)

any agreements, options, rights of first refusal or other similar rights with

respect to the shares of SCTI. None of the SCTI Shares are subject to any

change, claim, condition, interest, lien, pledge, option, security interest or

other encumbrance or restriction, including any restriction on use, voting,

transfer, receipt of income or exercise of any other attribute of ownership. At

the date of this Agreement, 1,000 SCTI Shares are issued and outstanding as

follows:

Shareholder Number of SCTI Shares

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

Utek 1,000

Total 1,000

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(d) Binding Effect. The execution, delivery, performance and

consummation of this Agreement, the Acquisition and the transactions

contemplated by this Agreement will not violate any obligation to which SCTI or

UTEK is a party and will not create a default under any such obligation or under

any agreement to which SCTI or UTEK is a party. This Agreement constitutes a

legal, valid and binding obligation of SCTI, enforceable in accordance with its

terms, except as the enforcement may be limited by bankruptcy, insolvency,

moratorium, or similar laws affecting creditor's rights generally and by the

availability of injunctive relief, specific performance or other equitable

remedies.

(e) Litigation Relating to this Agreement. There are no suits,

actions or proceedings pending or to SCTI's and UTEK's knowledge threatened

which seek to enjoin the Acquisition or the transactions contemplated by this

Agreement or which, if adversely decided, would have a materially adverse effect

on its business, assets, prospects or the results of its operations of SCTI.

(f) No Conflicting Agreements. Neither the execution and delivery of

this Agreement nor the fulfillment of or compliance by SCTI or UTEK with the

terms or provisions of this Agreement nor all other documents or agreements

contemplated by this Agreement and the consummation of the transactions

contemplated by this Agreement will result in a breach of the terms, conditions

or provisions of, or constitute a default under, or result in a violation of,

SCTI or UTEK's articles of incorporation or bylaws, the Technology, the License

Agreement or any agreement, contract, instrument, order, judgment or decree to

which SCTI or UTEK is a party or by which SCTI or UTEK or any of their

respective assets is bound, or violate any provision of any applicable law, rule

or regulation or any order, decree, writ or injunction of any court or

government entity which materially affects their respective assets or

businesses.

(g) Consents. No consent from or approval of any court, governmental

entity or any other person is necessary in connection with execution and

delivery of this Agreement by SCTI and UTEK or performance of the obligations of

SCTI and UTEK hereunder or under any other agreement to which SCTI or UTEK is a

party; and the consummation of the transactions contemplated by this Agreement

will not require the approval of any entity or person in order to prevent the

termination of the Technology, the License Agreement or any other material

right, privilege, license or agreement relating to SCTI or its assets or

business.

(h) Title to Assets/SCTI Shares. SCTI has or has agreed to enter

into the agreements as listed on Exhibit A attached hereto. These agreements and

the assets shown on the balance sheet of attached Exhibit B are the sole assets

of SCTI. SCTI has or will by the Closing Date have good and marketable title to

its assets, free and clear of all liens, claims, charges, mortgages, options,

security agreements and other encumbrances of every kind or nature whatsoever.

As of the date hereof and the Closing Date, UTEK is the record and beneficial

owner of the SCTI Shares free and clear of all liens and restrictions of any

kind.

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(i) Intellectual Property

(1) The University of Louisville Research Foundation ("ULRF")

owns the Technology and has all right, power, authority and ownership and

entitlement to file, prosecute and maintain in effect the Patent application

with respect to the Inventions listed in Exhibit A hereto.

(2) The License Agreement between ULRF and SCTI covering the

Inventions is legal, valid, binding and will be enforceable in accordance with

its terms as contained in Exhibit A.

(3) Except as otherwise set forth in this Agreement, NBS

acknowledges and understands that SCTI and UTEK make no representations and

provide no assurances that the rights to the Technology and Intellectual

Property contained in the License Agreement do not, and will not in the future,

infringe or otherwise violate the rights of third parties.

(4) Except as otherwise expressly set forth in this Agreement,

SCTI and UTEK make no representations and extend no warranties of any kind,

either express or implied, including, but not limited to warranties of

merchantability, fitness for a particular purpose, non-infringement and validity

of the Intellectual Property.

(j) Liabilities of SCTI. SCTI has no assets (except as set forth in

Section 2.01(h)), no liabilities or obligations of any kind, character or

description except those listed on the attached exhibits.

(k) Financial Statements. The unaudited financial statements of

SCTI, including a balance sheet, attached as Exhibit B and made a part of this

Agreement, are, in all respects, complete and correct and present fairly SCTI's

financial position and the results of its operations on the dates and for the

periods shown in this Agreement; provided, however, that interim financial

statements are subject to customary year-end adjustments and accruals that will

not have a material adverse effect on the overall financial condition or results

of its operations. SCTI has not engaged in any business not reflected in its

financial statements. There have been no material adverse changes in the nature

of its business, prospects, the value of assets or the financial condition since

the date of its financial statements. There are no, and on the Closing Date

there will be no, outstanding obligations or liabilities of SCTI except as

specifically set forth in the financial statements and the other attached

schedules and exhibits. There is no information known to SCTI or UTEK that would

prevent the financial statements of SCTI from being audited in accordance with

generally accepted accounting principles.

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(l) Taxes. All returns, reports, statements and other similar

filings required to be filed by SCTI with respect to any federal, state, local

or foreign taxes, assessments, interests, penalties, deficiencies, fees and

other governmental charges or impositions have been timely filed with the

appropriate governmental agencies in all jurisdictions in which such tax returns

and other related filings are required to be filed; all such tax returns

properly reflect all liabilities of SCTI for taxes for the periods, property or

events covered by this Agreement; and all taxes, whether or not reflected on

those tax returns, and all taxes claimed to be due from SCTI by any taxing

authority, have been properly paid, except to the extent reflected on SCTI's

financial statements, where SCTI has contested in good faith by appropriate

proceedings and reserves have been established on its financial statements to

the full extent if the contest is adversely decided against it. SCTI has not

received any notice of assessment or proposed assessment in connection with any

tax returns, nor is SCTI a party to or to the best of its knowledge, expected to

become a party to any pending or threatened action or proceeding, assessment or

collection of taxes. SCTI has not extended or waived the application of any

statute of limitations of any jurisdiction regarding the assessment or

collection of any taxes. There are no tax liens (other than any lien which

arises by operation of law for current taxes not yet due and payable) on any of

its assets. There is no basis for any additional assessment of taxes, interest

or penalties. SCTI has made all deposits required by law to be made with respect

to employees' withholding and other employment taxes, including without

limitation the portion of such deposits relating to taxes imposed upon SCTI.

SCTI is not and has never been a party to any tax sharing agreements with any

other person or entity.

(m) Absence of Certain Changes or Events. From the date of the full

execution of the Term Sheet dated February 20, 2007 between UTEK and NBS until

the Closing Date, SCTI has not, and without the written consent of NBS, it will

not have:

(1) Sold, encumbered, assigned let lapsed or transferred any of

its assets, including without limitation the Intellectual Property, the License

Agreement or any other material asset;

(2) Amended or terminated the License Agreement or other material

agreement or done any act or omitted to do any act which would cause the breach

of the License Agreement or any other material agreement;

(3) Suffered any damage, destruction or loss whether or not in

control of SCTI;

(4) Made any commitments or agreements for capital expenditures

or otherwise;

(5) Entered into any transaction or made any commitment not

disclosed to NBS;

(6) Incurred any material obligation or liability for borrowed

money;

(7) Suffered any other event of any character, which is

reasonable to expect, would adversely affect the future condition (financial or

otherwise) assets or liabilities or business or prospects of SCTI; or

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(8) Taken any action, which could make any of the representations

or warranties made by SCTI or UTEK untrue as of the date of this Agreement or as

of the Closing Date.

(n) Material Agreements. Exhibit A attached contains a true and

complete list of all contemplated and executed agreements between SCTI and a

third party. A complete and accurate copy of all material agreements, contracts

and commitments of the following types, whether written or oral to which it is a

party or is bound (Contracts), has been provided to NBS and such agreements are

or will be at the Closing Date, in full force and effect without modifications

or amendment and constitute the legally valid and binding obligations of SCTI in

accordance with their respective terms and will continue to be valid and

enforceable following the Acquisition. SCTI is not in default of any of the

Contracts. In addition:

(1) There are no outstanding unpaid promissory notes, mortgages,

indentures, deed of trust, security agreements and other agreements and

instruments relating to the borrowing of money by or any extension of credit to

SCTI;

(2) There are no outstanding operating agreements, lease

agreements or similar agreements by which SCTI is bound;

(3) The complete final draft of the License Agreement has been

provided to NBS;

(4) Except as set forth in (3) above, there are no outstanding

licenses to or from others of any intellectual property and trade names;

(5) There are no outstanding agreements or commitments to sell,

lease or otherwise dispose of any of SCTI's property; and

(6) There are no breaches of any agreement to which SCTI is a

party.

(o) Compliance with Laws. SCTI is in compliance with all applicable

laws, rules, regulations and orders promulgated by any federal, state or local

government body or agency relating to its business and operations.

(p) Litigation. There is no suit, action or any arbitration,

administrative, legal or other proceeding of any kind or character, or any

governmental investigation pending or to the best knowledge of SCTI or UTEK,

threatened against SCTI, the Technology, or the License Agreement affecting its

assets or business (financial or otherwise) or prospects, and neither SCTI nor

UTEK is in violation of or in default with respect to any judgment, order,

decree or other finding of any court or government authority relating to the

assets, business or properties of SCTI or the transactions contemplated hereby.

There are no pending or threatened actions or proceedings before any court,

arbitrator or administrative agency, which would, if adversely determined,

individually or in the aggregate, materially and adversely affect the assets or

business of SCTI or the transactions contemplated.

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(q) Employees. SCTI has no and never had any employees. SCTI is not

a party to or bound by any employment agreement or any collective bargaining

agreement with respect to any employees. SCTI is not in violation of any law,

regulation relating to employment of employees.

(r) Adverse Effect. Neither SCTI nor