Exhibit 2.4 SECOND AMENDMENT TO AGREEMENT AND PLAN OF MERGER This Second Amendment to Agreement and Plan of Merger is made and entered into as of the 1st day of July 2006, by and between BIOSTEM, INC., a Nevada Corporation, BIOSTEM ACQUISITION...

Exhibit 2.4



                SECOND AMENDMENT TO AGREEMENT AND PLAN OF MERGER

     This  Second  Amendment to Agreement and Plan of Merger is made and entered
into  as  of  the  1st  day of July 2006, by and between BIOSTEM, INC., a Nevada
Corporation,  BIOSTEM  ACQUISITION  COMPANY,  INC.,  a  Delaware Corporation and
CRYOBANKS  INTERNATIONAL,  INC.,  a  Delaware  Corporation.

     Reference  is  made  to  that certain Agreement and plan of Merger dated 21
November,  2005,  by  and  among  the parties hereto and particularly to Section
7.01(c)  thereof  which  the  parties  hereto  now  wish  to  amend.

     The parties hereto agree to amend said Section 7.01(c) by changing the date
March  1,  2006  therein,  which was previously amended to June 30, 2006, to the
date  September  30,  2006.

     In  Witness  Whereof the parties hereto have executed this Second Amendment
as  of  the  date  set  forth  herein  above.

BIOSTEM, INC                         CRYOBANKS INTERNATIONAL, INC

By: /s/ Xxxx Xxxxxxxx                By: /s/ Xxxxxx Xxxxxxxxxx
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   Xxxx Xxxxxxxx                        Xxxxxx Xxxxxxxxxx


BIOSTEM ACQUISITION COMPANY, INC


By: /s/ Xxxx Xxxxxxxx
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   Xxxx Xxxxxxxx