ex10-2.htm


    Exhibit 10.2

      AGREEMENT
        TO PURCHASE SUBSIDIARIES

      AND
        CANCEL SHARES

      


      This
        Agreement is entered into as of
        this 12th day
        of October 2007, by and among Marc Ebersole (“Ebersole”), Christine Ebersole
        (“Christine”), Scott Schweber (“Schweber,” and, together with Ebersole and
        Christine, the “Management Shareholders”), BioStem, Inc., a Nevada corporation
        (“BioStem”) and the undersigned shareholders and debt holders (together with the
        Management Shareholders, the “Securities Holders”).

      


      WHEREAS,
        the Management Shareholders
        are the principal officers and directors of BioStem, Inc., a Nevada corporation,
        formerly known as National Parking Systems, Inc. (the “Company”).

      


      WHEREAS,
        the Company has agreed to acquire Joyon Entertainment, Inc. (the “Acquisition”),
        and has elected to discontinue its parking related businesses;

      


      WHEREAS,
        the Securities Holders have
        agreed that they would all cancel certain of their shares of the Company,
        in
        exchange for the transfer to them of all of the shares of the two operating
        subsidiaries of the Company, to be effective immediately following the closing
        of the Acquisition.

      


      NOW
        THEREFORE, the parties intending to be legally bound, hereby agree as
        follows:

      


      1.           Immediately
        prior to the effective date of the Acquisition, the Management Shareholders
        shall take such action as is necessary and required to cause all of the shares
        of BH Holding Company, Inc., a Nevada corporation (“BH”) and ABS Holding
        Company, Inc., a Nevada corporation (“ABS”) to be transferred to the Securities
        Holders, which transfer shall be effective as of the effective date of the
        Acquisition, or as soon thereafter as possible.  Each of the
        Securities Holders shall receive the shares of ABS and BH as set forth on
        Exhibit A and Exhibit B attached hereto.  Immediately after the
        transfer of the ABS and BH shares to the Securities Holders, each of the
        Securities Holders shall cancel and deliver to the Company the number of
        shares
        set forth next to their names on Exhibit A.

      


      2.           The
        Company, Marc Ebersole and Hyde Investments, Ltd., hereby agree that effective
        as of the Closing Date, the Company shall be released from all obligations
        arising under that certain Senior Secured Convertible Debenture and the related
        security agreement, effective as of the effective date of the
        Acquisition.  All provisions of the Senior Secured Convertible
        Debenture shall remain in full force and effect with respect to all parties
        thereto other than the Company.

      


      3.           Each
        of the undersigned holders of junior convertible debt of the Company shall,
        effective the Closing Date, convert the junior convertible debt into common
        stock of the Company.  In addition, to induce such conversion, each of
        the junior convertible debt holders shall receive the shares of common stock
        and
        common stock purchase warrants set forth opposite their names on Exhibit
        B
        attached hereto.

      


      4.           General
        Release.  The Management Shareholders and the Company, for themselves
        and all persons acting by, through, under or in concert with any of them,
        and
        each of them, hereby releases and discharges (i) the Company, the holders
        of
        junior convertible debt of the Company, and Hyde Investments, Ltd., and each
        of
        their respective past, present and future administrators, affiliates, agents,
        assigns, attorneys, directors, employees, executors, heirs, insurers, officers,
        managers,
        parents, partners, predecessors, representatives, servants, shareholders,
        subpartners, subsidiaries, successors, transferees, underwriters, clients
        and
        customers and each of them; and (ii) all persons acting by, through, under
        or in
        concert with any of them, of and from any and all actions, causes of action
        (including causes of action for tortuous conduct, fraud, fraudulent inducement
        or otherwise), claims, costs, damages, debts, demands, expenses, liabilities,
        losses and obligations of every nature, character and description, known
        or
        unknown, suspected or unsuspected, actual or contingent, which the releasing
        party now owns or holds, or has at any time heretofore owned or held, or
        may at
        any time hereafter own or hold, by reason of any matter, cause or thing
        whatsoever incurred, done, omitted or suffered to be done arising out of,
        or
        which may hereafter be claimed to arise out of, related to or in any way
        directly or indirectly connected with any fact, circumstance or event existing
        on or prior to the date hereof (all such released or discharged items,
        collectively referred to herein as “Released Claims”).

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      
        	
                 

              	
                5.

              	
                Representations
                  and Covenants

              


      

      


      (a)           Each
        of the Parties acknowledges that there is a risk that subsequent to the
        execution of this Agreement, one or more Parties will incur or suffer loss,
        damages or injuries which are in some way caused by or related to the Released
        Claims, but which are unknown and unanticipated at the time this Agreement
        is
        signed.  All parties do hereby assume the above-mentioned risk and
        understand that this Agreement SHALL APPLY TO ALL UNKNOWN OR UNANTICIPATED
        RESULTS OF THE TRANSACTIONS AND OCCURRENCES DESCRIBED ABOVE, AS WELL AS THOSE
        KNOWN AND ANTICIPATED, each of the Parties acknowledges in executing the
        releases (the “Releases”) contained in this Agreement, that each does so with
        full knowledge of any and all rights and benefits that each might otherwise
        have
        had under California Civil Code Section 1542, and each, upon the advice of
        counsel, hereby waives and relinquishes any and all such rights and
        benefits.  Each of the Parties acknowledges and agrees that this
        waiver is an essential and material term hereof, without which this Agreement
        (including, without limitation, the Releases) would not have been entered
        into.  Section 1542 reads as follows:

       

      “A
        general release does not extend to claims which the creditor does not know
        or
        suspect to exist in his favor at the time of executing the release, which,
        if
        known by him, must have materially affected his settlement with the
        debtor.”

      


      Each
        of
        the Parties certifies that it has read the foregoing recitation of Section
        1542
        and understands the meaning of such section and such fact is indicated by
        the
        signing of such Party’s initials hereto:

       

      
        	
                ________

              	
                _____________

              	
                ____________

              	
                _____________

              
	
                Company

              	
                Marc
                  Ebersole

              	
                Christine
                  Ebersole

              	
                Scott
                  Schweber

              
	 	 	 	 


      

       

      Each
        of
        the Parties further acknowledges that each may hereafter discover facts
        different from or in addition to those known or believed to be true with
        respect
        to the Released Claims.  Each of the Parties agrees that the Releases
        shall be and shall remain effective in all respects, notwithstanding any
        such
        different or additional facts, or any facts which are intentionally concealed
        from either party by the other.  In this regard, and without
        limitation, each of the Parties declares that it realizes that it may have
        damages it presently knows nothing about and that, as to them, they have
        been
        released pursuant to the Releases.  Each of the Parties further
        declares that it understands that the parties being released would not have
        agreed to compromise their respective claims if the Releases did not cover
        damages and their results which may not yet have manifested themselves or
        which
        may be unknown or not anticipated at the present time.


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      


      (b)           The
        Releases shall not be deemed an admission by any of the Parties of any
        sort.  No right shall inure to any third party (other than third
        parties described in subparagraphs (a) above) from the obligations,
        representations and agreements made or reflected herein.

       

      (c)           
        Each of the Parties represents and warrants that it alone is the owner of
        the
        Released Claims, that it has not heretofore assigned or transferred, nor
        purported to assign or transfer to any third party, and is not aware of any
        third party, who might assert some interest in any of the Released
        Claims.  Each Party further agrees to indemnify, defend and hold
        harmless the other from all liability, claims, demands, damages, costs, expenses
        and attorneys’ fees incurred by the other Party as a result of any third party
        asserting any such assignment or transfer of any such interest, right or
        claim.

       

      (d)           
        Each of the Parties represents and warrants that none of the Released Claims
        is
        subject to any purported or actual lien, security interest, encumbrance or
        other
        contractual right of any third party.  Each Party further agrees to
        indemnify, defend and hold harmless the other from all liability, claims,
        demands, damages, costs, expenses and attorneys’ fees incurred by the other
        Party as a result of any third party asserting the existence of any of the
        foregoing.

       

      (e)           
        Each of the Parties acknowledges that it has read this Agreement, has been,
        or
        has had the opportunity to be, represented by independent counsel of their
        own
        choice in connection with the circumstances leading up to the execution of
        the
        Releases, understands the terms, conditions and consequences of the Releases,
        and is freely and voluntarily entering into the Releases.

       

      (f)            
        By execution of this Release, each releasing party represents and warrants
        to
        the released party that no Claim that he, she or it has, had, might have
        or
        might have had in the past against any person or entity released hereby,
        has
        previously been conveyed, assigned, or in any manner transferred, in whole
        or in
        part, to any third party.  Each releasing party expressly represents
        and warrants to the other that he, she or it has full authority to enter
        into
        this Release and to release any and all Claims he, she or it now has, had,
        might
        have or might have had in the past against each person or entity released
        hereby.

       

      (g)           
        It is expressly understood and agreed that the terms of this Agreement are
        contractual and not merely recitations and that the agreements herein contained
        are to compromise doubtful and disputed Claims, avoid litigation, and buy
        peace
        and that no releases or other consideration given shall be construed as an
        admission of liability, all liability being expressly denied by each released
        party hereto.

       

      (h)           
        Each of the parties hereto shall take such action as is necessary to accomplish
        the transactions contemplated herein, and use their best efforts to obtain
        any
        consent, approval or other document, certificate or permission that is necessary
        to complete all the transactions set forth herein.

       

      [signature
        page follows]

       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      IN
        WITNESS WHEREOF, each of the parties have caused this Agreement to be executed
        all as of the day and year first above written.

      


      
        	
                BioStem,
                  Inc.

                 

                 

                By:______________________

                Marc
                  Ebersole, CEO

                 

                _________________________

                Marc
                  Ebersole

                 

                 

                 

                _________________________

                Christine
                  Ebersole

                 

                 

                _________________________

                Scott
                  Schweber

                 

                Hyde
                  Investments, Ltd.:

                 

                 

                By:
                  _________________

                     Name:

                     Title:

                 

                The
                  Gateway Real Estate

                Investment
                  Trust:

                 

                 

                By:
                  _________________

                     Name:

                     Title:

                 

              	
                The
                  Morpheus Trust:

                 

                 

                By:
                  _________________

                     Name:

                     Title:

                 

                Livingston
                  Investments, Ltd.:

                 

                 

                By:
                  _________________

                     Name:

                     Title:

                 

                Burton
                  Partners, LLC

                 

                 

                By:
                  _________________

                     Name:
                  

                     Title:
                  

                 

                Picasso,
                  LLC

                 

                 

                By:
                  _________________

                     Name:
                  

                     Title:
                  

                 

                 

              


      

      


       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      Exhibit
        A

      Management
        Shareholders

       

      
        	 	
                 Biostem

              	
                Shares
                  of

              	
                Shares
                  of

              
	
                Shareholder

              	
                Shares
                  to

              	
                ABS
                  to be

              	
                BH
                  to be

              
	 	
                 be
                  cancelled

              	
                Issued

              	
                Issued

              
	 	 	 	 
	
                Marc
                  Ebersole

              	
                 122,000,000

              	
                2,500

              	
                2,500

              
	 	 	 	 
	
                Christine
                  Ebersole

              	
                    4,000,000

              	
                500

              	
                500

              
	 	 	 	 
	
                Scott
                  A. Schweber

              	
                    4,000,000

              	
                500

              	
                500

              


      

      


      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      Exhibit
        B

      Junior
        Debenture Holders

      


                                                                                        Shares
        of ABS and BH:

      


      
        	 	
                Shares
                  of ABS

              	
                Shares
                  of BH

              
	 	 	 
	
                Diane
                  Breitman, as trustee of

              	
                1,300

              	
                1,300

              
	
                The
                  Morpheus Trust dated 10/1/03

              	 	 
	 	 	 
	
                Hyperion
                  Fund, L.P.

              	
                1,300

              	
                1,300

              
	 	 	 
	
                Adele
                  Ruger, as trustee of

              	
                1,300

              	
                1,300

              
	
                The
                  Gateway Real Estate

              	 	 
	
                Investment
                  Trust

              	 	 
	 	 	 
	
                Burton
                  Partners, LLC

              	
                1,300

              	
                1,300

              
	 	 	 
	
                Picasso,
                  LLC

              	
                1,300

              	
                1,300

              


      

      


                                                                                       
        Securities of BioStem, Inc. (after giving effect to a one for forty reverse
        stock split):

      


      
        	 	
                Shares
                  of BioStem Common Stock (144K)

              	
                Shares
                  of BioStem Common Stock (Restricted)

              	
                Warrants
                  to Purchase BioStem Common Stock @ $0.10

              
	 	 	 	 
	
                Diane
                  Breitman, as trustee of

              	
                2,173,290

              	
                2,940,620

              	
                3,780,000

              
	
                The
                  Morpheus Trust dated 10/1/03

              	 	 	 
	 	 	 	 
	
                Hyperion
                  Fund, L.P.

              	
                2,173,290

              	
                2,940,620

              	
                3,780,000

              
	 	 	 	 
	
                Adele
                  Ruger, as trustee of

              	
                2,173,290

              	
                2,940,620

              	
                3,780,000

              
	
                The
                  Gateway Real Estate

              	 	 	 
	
                Investment
                  Trust

              	 	 	 
	 	 	 	 
	
                Burton
                  Partners, LLC

              	
                2,173,290

              	
                2,940,620

              	
                3,780,000

              
	 	 	 	 
	
                Picasso,
                  LLC

              	
                2,173,290

              	
                2,940,620

              	
                3,780,000

              
	 	 	 	 
	
                Dojo
                  Enterprises, LLC

              	
                1,483,550

              	
                1,466,449

              	
                2,100,000

              
	 	 	 	 
	
                London
                  Finance Group, Ltd.

              	
                5,000,000

              	
                0

              	
                0