ex10-1.htm

Exhibit 10.1

    STOCK
      EXCHANGE AGREEMENT

    


    This
      Stock Exchange Agreement
      (“Agreement”) between BioStem, Inc., a Nevada corporation (“BioStem”), Joytoto
      Co., Ltd., a Korean company (“Joytoto”) and Joyon Entertainment Co., Ltd., a
      Korean Company (“Joyon,” and together with Joytoto, the “Shareholders”), being
      the owners of record of all of the issued and outstanding stock of Joyon
      Entertainment, Inc., a Delaware corporation (“JEI”), is entered into as of
      October __, 2007

    


    RECITALS

    


    A.           BioStem
      is a public company quoted on the Nasdaq Over-The-Counter market
      (OTCBB).

    


    B.           The
      Shareholders own all of the issued and outstanding shares of common stock of
      JEI
      (the “JEI Stock”).  JEI owns 100% of the capital stock of Joytoto
      America, Inc. and Joytoto Technologies, Inc.

    


    C.           The
      Shareholders have agreed to sell to BioStem and BioStem has agreed to purchase
      the JEI Stock from the Shareholders in exchange for 115,000,000 common shares
      of
      BioStem, pursuant to the terms and conditions set forth in this
      Agreement.

    


    D.           JEI
      will become a wholly-owned subsidiary of BioStem.

    


    In
      consideration of the mutual
      representations, warranties, covenants and agreements contained in this
      Agreement, the parties agree as follows:

    


    
      	
              1.

            	
              Exchange
                of Stock.

            


    

    


    
      	
               

            	
              (a)

            	
              The
                Shareholders agree to transfer to BioStem, and BioStem agrees to
                purchase
                from the Shareholders, all of the Shareholders' right, title and
                interest
                in their JEI Stock, representing 100% of the issued and outstanding
                stock
                of JEI, free and clear of all mortgages, liens, pledges, security
                interests, restrictions, encumbrances, or adverse claims of any
                nature.

            


    

    


    
      	
               

            	
              (b)

            	
              At
                the Closing (as defined in Section 2 below), upon surrender by the
                Shareholders of the certificates evidencing the JEI Stock duly endorsed
                for transfer to BioStem or accompanied by stock powers executed in
                blank
                by the Shareholders, BioStem will cause 115,000,000 shares of its
                common
                voting stock, par value $0.001 (the “BioStem Stock”) to be issued to the
                Shareholders, in full satisfaction of any right or interest which
                each
                Shareholder held in the JEI Stock.  The BioStem Stock will be
                issued to the Shareholders with a restrictive legend as required
                by
                applicable securities laws.  As a result of the exchange of the
                JEI Stock in exchange for the BioStem Stock, JEI will become a
                wholly-owned subsidiary of BioStem.

            


    

    


    
      	
              2.

            	
              Closing.

            


    

    


    
      	
               

            	
              (a)

            	
              The
                parties to this Agreement will hold a closing (the “Closing”) for the
                purpose of executing and exchanging all of the documents contemplated
                by
                this Agreement and otherwise
                effecting the transactions contemplated by this Agreement.  The
                Closing will be held as soon as possible but not later than October
                15,
                2007, in Santa Monica, California, unless another place or time is
                mutually agreed upon in writing by the parties.  All proceedings
                to be taken and all documents to be executed and exchanged at the
                Closing
                will be deemed to have been taken, delivered and executed simultaneously,
                and no proceeding will be deemed taken nor documents deemed executed
                or
                delivered until all have been taken, delivered and executed.  If
                agreed to by the parties, the Closing may take place through the
                exchange
                of documents by fax and/or express
                courier.

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
               

            	
              (b)

            	
              With
                the exception of any stock certificates which must be in their original
                form, any copy, fax, e-mail or other reliable reproduction of the
                writing
                or transmission required by this Agreement or any signature required
                thereon may be used in lieu of an original writing or transmission
                or
                signature for any and all purposes for which the original could be
                used,
                provided that such copy, fax, e-mail or other reproduction is a complete
                reproduction of the entire original writing or transmission or original
                signature, and the originals are promptly delivered
                thereafter.

            


    

    


    
      	
               

            	
              (c)

            	
              At
                closing, BioStem shall have not more than fifty thousand dollars
                ($50,000)
                of accrued but unpaid accounts payable, and shall have no other
                liabilities.

            


    

    


    3.            
      Representations and Warranties of BioStem.

    


    BioStem
      represents and warrants as
      follows:

    


    
      	
               

            	
              (a)

            	
              BioStem
                is a corporation duly organized, validly existing, and in good standing
                under the laws of the State of Nevada and is licensed or qualified
                as a
                foreign corporation in all states in which the nature of its business
                or
                the character or ownership of its properties makes such licensing
                or
                qualification necessary.

            


    

    


    
      	
               

            	
              (b)

            	
              The
                only authorized capital stock of BioStem, as of the Closing Date,
                shall
                consist of 310,000,000 shares of capital stock, of which 300,000,000
                shares will be common stock, $0.001 par value per share, of which,
                based
                on the records of BioStem’s stock transfer agent, not more than 34,500,000
                shares will be issued and outstanding as of the closing date, and
                10,000,000 shares of preferred stock, of which none shall be outstanding
                as of the closing date.  There shall be 21,000,000 warrants to
                purchase common stock at an exercise price of $0.10 per share, and
                3,400,000 warrants to purchase common stock at an exercise price
                of $0.35
                per share, outstanding as of the closing date.  To the best
                knowledge of BioStem, all issued and outstanding shares of BioStem’s
                common stock are fully paid and
                nonassessable.

            


    

    


    (c)           BioStem
      will have no subsidiaries as of the closing date.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


                  
      (d)         Execution of this
      Agreement and performance by BioStem hereunder has been or will be duly
      authorized by all requisite corporate action on the part of BioStem, and this
      Agreement constitutes a valid and binding obligation of BioStem, and BioStem’s
      performance hereunder will not violate any provision of any charter, bylaw,
      indenture, mortgage, lease, or agreement, or any order, judgment, decree, or,
      to
      BioStem’s knowledge any law or regulation, to which any property of BioStem is
      subject or by which BioStem is bound.

    


    
      	
               

            	
              (e)

            	
              BioStem
                has full corporate power and authority to enter into this Agreement
                and to
                carry out its obligations hereunder, and will deliver at the Closing
                a
                copy of resolutions of its board of directors authorizing execution
                of
                this Agreement by its officers and performance
                hereunder.

            


    

    


    
      	
               

            	
              (f)

            	
              BioStem
                has provided all financial statements and financial information in
                its
                possession as have been requested by the
                Shareholders.

            


    

    


    
      	
               

            	
              (g)

            	
              There
                is no litigation or proceeding pending, or to BioStem’s knowledge
                threatened, against or relating to BioStem, its properties or
                business.

            


    

    


    
      	
               

            	
              (h)

            	
              BioStem
                is acquiring the JEI Stock to be transferred to it under this Agreement
                for investment and not with a view to the sale or distribution
                thereof.

            


    

    


    4.            
      Representations and Warranties of the Shareholders.

    


    The
      Shareholders, jointly and
      severally, represent and warrant as follows:

    


    
      	
               

            	
              (a)

            	
              JEI
                is a corporation duly organized, validly existing, and in good standing
                under the laws of Delaware and is licensed or qualified as a foreign
                corporation in all places in which the nature of its business or
                the
                character or ownership of its properties makes such licensing or
                qualification necessary.

            


    

    


    
      	
               

            	
              (b)

            	
              There
                are no agreements purporting to restrict the transfer of the JEI
                Stock,
                nor any voting agreements, voting trusts or other arrangements restricting
                or affecting the voting of the JEI Stock.  The JEI Stock held by
                the Shareholders are duly and validly issued, fully paid and
                non-assessable, and issued in full compliance with all federal, state,
                and
                local laws, rules and regulations.  There are no subscription
                rights, options, warrants, convertible securities, or other rights
                (contingent or otherwise) presently outstanding, for the purchase,
                acquisition, or sale of the capital stock of JEI, or any securities
                convertible into or exchangeable for capital stock of JEI or other
                securities of JEI, from or by JEI.

            


    

    


    
      	
               

            	
              (c)

            	
              The
                Shareholders have full right, power and authority to sell, transfer
                and
                deliver the JEI Stock, and upon delivery of the certificates therefore
                as
                contemplated in this Agreement, the Shareholders will transfer to
                BioStem
                valid and marketable title to the JEI Stock, including all voting
                and
                other rights to the JEI Stock, free and clear of all pledges, liens,
                security interests, adverse claims, options, rights of any third
                party, or
                other encumbrances.

            


    

    


    
      	
               

            	
              (d)

            	
              There
                is no litigation or proceeding pending, or to any Shareholder's knowledge,
                threatened,
                against or relating to JEI or to the JEI
                Stock.

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
               

            	
              (e)

            	
              JEI
                has filed in correct form all tax returns of every nature required
                to be
                filed by it and has paid all taxes as shown on such returns and all
                assessments, fees and charges received by it to the extent that such
                taxes, assessments, fees and charges have become due.  JEI has
                also paid all taxes which do not require the filing of returns and
                which
                are required to be paid by it.  To the extent that tax
                liabilities have accrued, but have not become payable, they have
                been
                adequately reflected as liabilities on the books of
                JEI.

            


    

    


    
      	
               

            	
              (f)

            	
              The
                JEI shareholders have had the opportunity to perform all due diligence
                investigations of BioStem and its business as they have deemed necessary
                or appropriate and to ask questions of BioStem’s officers and directors
                and have received satisfactory answers to all of their questions.
                The
                Shareholders have had access to all documents and information about
                BioStem and have reviewed sufficient information to allow them to
                evaluate
                the merits and risks of their exchange for the BioStem
                Stock.

            


    

    


    
      	
               

            	
              (g)

            	
              The
                Shareholders are acquiring the BioStem Stock for their own account
                (and
                not for the account of others) for investment and not with a view
                to the
                distribution therefor.  The Shareholders will not sell or
                otherwise dispose of the BioStem Stock without registration under
                the
                Securities Act of 1933, as amended, or an exemption therefrom, and
                the
                certificate or certificates representing the BioStem Stock will contain
                a
                legend to the foregoing effect.

            


    

    


    5.            
      Additional Covenants.

    


    
      	
               

            	
              (a)

            	
              Between
                the date of this Agreement and the Closing, the Shareholders, with
                respect
                to JEI, and BioStem, with respect to itself, will, and will cause
                their
                respective representatives to: (i) afford the other party and its
                representatives access to their personnel, properties, contracts,
                books
                and records, and other documents and data, as reasonably requested
                by the
                other party; (ii) furnish the other party and its representatives
                with
                copies of all such contracts, books and records, and other existing
                documents and data as the other may reasonably request in connection
                with
                the transaction contemplated by this Agreement; and (iii) furnish
                the
                other party and its representatives with such additional financial,
                operating, and other data and information as the other may reasonably
                request.

            


    

    


    6.            
      Termination.

    


    This
      Agreement may be terminated (1) by
      mutual consent in writing; (2) by either the Shareholders or BioStem if there
      has been a material misrepresentation or material breach of any warranty or
      covenant by any other party that is not cured by October 15, 2007; or (3) by
      any
      of the Sshareholders or BioStem if the Closing has not taken place within 45
      business days following execution of this Agreement, unless adjourned to a
      later
      date by mutual consent in writing.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    7.            
      Expenses.

    


    Whether
      or not the Closing is
      consummated, each of the parties will pay all of his, her, or its own legal
      and
      accounting fees and other expenses incurred in the preparation of this Agreement
      and the performance of the terms and provisions of this Agreement.

    


    
      	
              8.

            	
              Survival
                of Representations and
                Warranties.

            


    

    


    The
      representations and warranties of
      the Shareholders and BioStem set out in this Agreement will survive the Closing
      for a period of 30 days.

    


    
      	
              9.

            	
              Waiver.

            


    

    


    Any
      failure on the part of either party
      hereto to comply with any of its obligations, agreements, or conditions
      hereunder may be waived in writing by the party to whom such compliance
      is owed.

    


    
      	
              10.

            	
              Brokers.

            


    

    


    Each
      party agrees to indemnify and hold
      harmless the other party against any fee, loss, or expense arising out of claims
      by brokers or finders employed or alleged to have been employed by the
      indemnifying party.

    


    
      	
              11.

            	
              General
                Provisions.

            


    

    


    
      	
               

            	
              (a)

            	
              This
                Agreement will be governed by and under the laws of the State of
                Nevada,
                USA without giving effect to conflicts of law principles.  If
                any provision hereof is found invalid or unenforceable, that part
                will be
                amended to achieve as nearly as possible the same effect as the original
                provision and the remainder of this Agreement will remain in full
                force
                and effect.

            


    

    


    
      	
               

            	
              (b)

            	
              Any
                dispute arising under or in any way related to this Agreement will
                be
                resolved by binding arbitration under the commercial arbitration
                rules of
                the American Arbitration Association in Santa Monica,
                California.

            


    

    


    
      	
               

            	
              (c)

            	
              In
                any adverse action, the parties will restrict themselves to claims
                for
                compensatory damages and/or securities issued or to be issued and
                no
                claims will be made by any party or affiliate for lost profits, punitive
                or multiple damages or any other consequential
                damages.

            


    

    


    
      	
               

            	
              (d)

            	
              This
                Agreement constitutes the entire agreement and final understanding
                of the
                parties with respect to the subject matter hereof and supersedes
                and
                terminates all prior and/or contemporaneous understandings and/or
                discussions between the parties, whether written or verbal, express
                or
                implied, relating in any way to the subject matter hereof.  This
                agreement may not be altered, amended, modified or otherwise changed
                in
                any way except by a written agreement, signed by both
                parties.

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    (e)          This
      Agreement will inure to the benefit of, and be binding upon, the parties hereto
      and their successors and assigns; provided, however, that any assignment by
      either party of its rights under this Agreement without the written consent
      of
      the other party will be void.

    


    
      	
               

            	
              (f)

            	
              The
                parties agree to take any further actions and to execute any further
                documents which may from time to time be necessary or appropriate
                to carry
                out the purposes of this Agreement.

            


    

    


    
      	
               

            	
              (g)

            	
              The
                headings of the Sections, paragraphs and subparagraphs of this Agreement
                are solely for convenience of reference and will not limit or otherwise
                affect the meaning of any of the terms or provisions of this
                Agreement.  The references in this Agreement to Sections, unless
                otherwise indicated, are references to sections of this
                Agreement.

            


    

    


    
      	
               

            	
              (h)

            	
              This
                Agreement may be executed in counterparts, each one of which will
                constitute an original and all of which taken together will constitute
                one
                document.  This Agreement may be executed by delivery of a
                signed signature page by fax to the other parties hereto and such
                fax
                execution and delivery will be valid in all
                respects.

            


    

    


    
      	
              BIOSTEM,
                INC.

               

               

              By:__________________________

              Marc
                Ebersole

              Chief
                Executive Officer

            	
              JOYTOTO
                CO. LTD.

               

               

              By:__________________________

              Name:
                Cho, Seong Sam

              Title:
                Chairman

            
	 	 
	
              JOYON
                ENTERTAINMENT CO., LTD.

               

              By:__________________________

              Name:
                Cho, Seong Yong

              Title:
                Chief Executive Officer