Exhibit 2.3 FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER This First Amendment to Agreement and Plan of Merger is made and entered into as of the 1st day of March 2006, by and between BIOSTEM, INC., a Nevada Corporation, BIOSTEM ACQUISITION COMPANY,...

Exhibit 2.3



                 FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER

     This  First  Amendment  to Agreement and Plan of Merger is made and entered
into  as  of  the  1st day of March 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  to  the  date  June  30,  2006.

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

BIOSTEM, INC                             CRYOBANKS INTERNATIONAL, INC
/s/ Xxxx Xxxxxxxx                       /s/ Xxxxxx X. Xxxxxxxxxx
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By: Xxxx Xxxxxxxx                       By: Xxxxxx X. Xxxxxxxxxx
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BIOSTEM ACQUISITION COMPANY, INC


/s/ Xxxx Xxxxxxxx
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By: Xxxx Xxxxxxxx
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