Unassociated Document


    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 12, 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 byte 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 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 Shareholders 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 suchcompliance 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 employedby 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:/s/
        Marc Ebersole            

      Marc
        Ebersole

      Chief
        Executive Officer

      


      


      


      JOYTOTO
        CO. LTD.

      


      


      By:/s/
        Seong Sam Cho            

      Name:
        Cho, Seong Sam

      Title:
        Chairman

      


      


      


      


      JOYON
        ENTERTAINMENT CO., LTD.

      


      


      By:/s/
        Seong Yong Cho            

      Name:
        Cho, Seong Yong

      Title:
        Chief Executive Officer