Amendment to Senior Debenture


     

      
        

      

    

     

    Exhibit 10.2


    AMENDMENT
      DATED AS OF 12/31/06 TO

    SENIOR
      SECURED CONVERTIBLE DEBENTURE

    


    


    
      	
              AMOUNT

            	
              up
                to $1,000,000.00

            
	
              ORIGINAL
                ISSUANCE DATE:

            	
              11/__/04

            


    

    


    FOR
      VALUE
      RECEIVED, BioStem, Inc., a Nevada corporation (the “Company”) as successor in
      interest to ABS Holding Company, Inc., a Nevada corporation (“ABS”) and BH
      Holding Company, Inc., a Nevada corporation (BH, and, together with ABS, the
      “Subsidiaries”), and Marc Ebersole (“Ebersole”), on the one hand, and Hyde
      Investments, Ltd. (“Hyde”), on the other hand, each agree and acknowledge the
      following:

    


    The
      parties hereto entered into that certain Senior Secured Convertible Debetnure,
      dated as of November 2004 (the “Debenture”), which was assumed in all respects
      by the Company upon its acquisition of the Subsidiaries;

    


    The
      balance of the Debenture as of December 31, 2006 is $542,500, plus all accrued
      interest;

    


    The
      parties hereto verbally agreed to extend the maturity date of the Debenture
      to
      December 31, 2006, and now wish to agree to extend the maturity date of the
      Debenture to December 31, 2007;

    


    NOW
      THEREFORE, EACH OF THE PARTIES HERETO AGREES AS FOLLOWS:

    


    Hyde
      agrees to extend the maturity date of the Debenture to December 31, 2007. The
      Company, the Subsidiries and Ebersole hereby agree that the facts set forth
      in
      the recitals above are true and are hereby ratified, approved and
      confirmed.

    


    Each
      of
      the parties hereto jointly and severally consent to such modification. The
      issuance date of the Debenture is agreed to be November 4, 2004. All other
      terms
      and conditions of the Debenture remain in full force and effect.

    


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

    


    BioStem,
      Inc.         
       Hyde
      Investments, Ltd.

    a
      Nevada
      corporation    

    


    By:
      /s/ 
Marc Ebersole                                                                                                                      
 By:
      /s/ C.Rykov

    Name:
      Marc
      Ebersole                                                                                                                            
 C.
      Rykov,
      Director

    Title:
      President and CEO

    


    Marc
      Ebersole                                                                                                                                   
ABS
      Holding Company, Inc.

                                                                                                                                                                 
      BH
      Holding Company, Inc.

    


    /s/
      Marc
      Ebersole                                                                                                                            
  By:
      /s/ Marc Ebersole

    Individually
      and as
      shareholder                                                                                                           
 Marc
      Ebersole, CEO