Exhibit
10.5


EMPLOYMENT
AGREEMENT BETWEEN


BIO-MATRIX
SCIENTIFIC GROUP, INC.


AND


THOMAS
ICHIM


 


THIS EMPLOYMENT
AGREEMENT (the "Agreement") dated as of June 15, 2012 is entered into between Bio-Matrix Scientific
Group,Inc., a Delaware corporation, (the "Company") and Thomas Ichim ("Employee").


 


WITNESSETH:


WHEREAS, Employee
and the Company desire to enter into an agreement providing for the employment by the Company of Employee
upon the terms provided herein.


REPRESENTATIONS AND WARRANTIES


 


(A)
Company hereby represents and warrants to Employee as follows;


(i)
Corporate Existence of Company. Company:


(a)


is
a corporation duly formed, validly existing and in good standing under the laws of the State of Delaware
and


(b) has
all requisite power and authority, and
has all governmental licenses, authorizations, consents and approvals necessary to execute and
deliver this Agreement and to consummate the transactions contemplated by this
Agreement.


(ii) No
Conflicts. None of the execution, delivery and performance of this Agreement by Company, or the consummation
or the transactions contemplated hereby and thereby


(a)
constitute or will constitute a violation of the organizational documents of Company,


(b)
constitutes or will constitute a breach or violation of, or a default (or an event which,
with notice or lapse of time or both, would constitute such a default) under, any
indenture, mortgage, deed of Company, loan agreement, lease or
other agreement or instrument to which Company is a party or by which Company or
any of its properties may be bound,


(c)
violates or will violate any statute, law or regulation or any order, judgment,
decree or injunction of any court or Governmental Authority directed
to Company or any of its properties in a proceeding to which its property
is or was a party.


 






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(B)
Employee hereby represents and warrant to Company as follows:


(i) No Conflicts.
None of the execution, delivery and performance of this Agreement by Employee, or the
consummation of the transactions contemplated hereby and thereby


(a)
constitutes or will constitute a breach or violation of, or a default (or an
event which, with notice or lapse of time or both, would constitute
such a default) under, any indenture, mortgage, deed of Trust, loan agreement, lease or other
agreement or instrument to which Employee is a party or by which Employee or any
of its properties may be bound,


(b)
violates or will violate any statute, law or regulation or any order, judgment, decree or injunction
of any court or Governmental Authority directed to Employee or any of their properties in a proceeding
to which its property is or was a party.


 


AGREEMENT:


NOW,
THEREFORE, in consideration of the foregoing and the mutual promises and agreements set forth herein, the
parties hereto, intending to be legally bound, hereby agree as follows:


1.
Employment. During the Employment Period (as defined in Section 2), the Company hereby employs Employee
and Employee hereby accepts employment.


2. Term. The Term
of this Agreement shall commence on June 15, 2012 and shall expire on June 14,
2015 unless sooner terminated in accordance with the provisions of Section 6 hereof;
provided, however, that the term of this Agreement may be extended by mutual agreement. The
period from the commencement of the term of this Agreement to the date of its
expiration or sooner termination shall be considered to be the “Employment Period" hereunder.


 


3. Duties. Employee shall
be granted the title of Chief Scientific Officer and Director of Research With the Company’s wholly owned subsidiary,
Regen BioPharma Inc. Subject to the authority of the Board of Directors of the Company (the
"Board") and the Company's Chief Executive Officer (the "CEO"), Employee shall
perform such duties commensurate with his offices and as directed by the Board and/or the CEO such
duties to include, but not be limited to:


See
Schedule 1.


During the
Employment Period, Employee shall perform his duties hereunder in a diligent manner, subject to the
provisions of Schedule 1 of this Agreement; devoting such amount of his business time, attention and efforts to the
affairs of the Company within the scope of his employment as is necessary for the proper rendition of such service and
shall use his best efforts to promote the best interests of the Company. Employee's services shall be rendered when and as



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required
by the Board and/or the CEO and in accordance with its and/or their instructions, direction and control.


 


It
is agreed that Employee will only devote such time as to effectively conduct duties and responsibilities associated with
this position pursuant to this agreement.  


 


4.
Compensation Salary. During the Employment Period, Company shall pay Employee salary at the rate of (i) $10,000 per month
prorated for any partial employment month ("Salary"). Salary shall be paid on a monthly basis (“Payday”)
or, in the event that Payday falls on a Saturday, Sunday or holiday, on the next business day. Salary may be paid, at the Company’s
sole discretion, either in


 


(a)
       cash, or


(b)
       shares of the Company’s common stock (“Stock Payment”)


 


Employee
acknowledges that any Stock Payments  issued pursuant to this Agreement that are not registered pursuant to the Securities
Act of 1933 shall constitute “restricted securities” as that term is defined in Rule 144 promulgated under the Securities
Act of 1933, and shall contain the following restrictive legend:


 


THESE
SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR SECURITIES LAWS OF
ANY STATE AND MAY NOT BE OFFERED, SOLD, ASSIGNED, PLEDGED, TRANSFERRED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION
UNDER THE ACT OR SUCH LAWS AND, IF REQUESTED BY THE COMPANY, UPON DELIVERY OF AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO
THE COMPANY THAT THE PROPOSED TRANSFER IS EXEMPT FROM THE ACT OR SUCH LAWS.


 


The
Company may register any Stock Payment pursuant to the Securities Act of 1933, but is not obligated to do so pursuant to this
Agreement.


 


 



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5.
Benefits.


 


a.


During
the Employment Period, Employee shall be entitled to participation in any profit sharing plan, retirement plan, group life insurance
plan or other insurance plan, medical expense plan, medical and dental insurance and other benefit arrangements maintained by
the Company for its employees generally and, if applicable, their family members. In addition, Employee shall be entitled to two
weeks paid vacation (“Vacation”) subject to (i) the completion of 12 full months of employment pursuant to this Agreement
and (ii) having given fourteen days prior notice to the Company of Employee’s intent to Vacation.


b.
  Stock Compensation.  Employee shall receive 12 million newly issued common shares of the Company upon execution
of this agreement (“Signing Shares”).  The shares shall be subject to a vesting schedule (see Schedule 2.).


 


Employee
acknowledges that any Signing Shares  issued pursuant to this Agreement will not be  registered pursuant to the Securities
Act of 1933 , shall constitute “restricted securities” as that term is defined in Rule 144 promulgated under the Securities
Act of 1933 and shall contain the following restrictive legend:


 


THESE
SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR SECURITIES LAWS OF
ANY STATE AND MAY NOT BE OFFERED, SOLD, ASSIGNED, PLEDGED, TRANSFERRED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION
UNDER THE ACT OR SUCH LAWS AND, IF REQUESTED BY THE COMPANY, UPON DELIVERY OF AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO
THE COMPANY THAT THE PROPOSED TRANSFER IS EXEMPT FROM THE ACT OR SUCH LAWS.


 


6.
Termination.


 


a.


Employee's
employment hereunder shall terminate upon the earlier of:


(i) the expiration
of the Employment Period,


(ii) the
death of Employee,


(iii)
the expiration of a continuous period of thirty (30) calendar days during which Employee is unable to perform
his material duties due to physical or mental incapacity,


(iv)
termination by the Company due to “just cause,”


(v)
termination by Employee due to a material breach of this Agreement by the Company ("good reason”).
The exercise of the


 



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right
of the Company or Employee to terminate this Agreement pursuant to clauses (iv) or (v) hereof, as
the case may be, shall not abrogate the rights and remedies of the terminating party in respect of the
breach giving rise to such termination.


 


b.


"Just
cause" hereunder shall be defined and limited to mean:


(i)
Employee's failure or refusal, as determined by either the CEO and/or the Board in his or
their sole discretion, to perform specific directives of the Board which are consistent
with the scope and nature of Employee's duties and responsibilities as set forth herein (including
the duties described in Section 3), which failure or refusal continues after notice thereof and a
reasonable time to cure; such reasonable time to be determined by either
the CEO or the Board.


(ii) Employee's
conviction for a felony or any crime involving moral turpitude, fraud, or misrepresentation, or the
presentation of proof satisfactory to the Board in the exercise of its reasonable judgment
of Employee's misappropriation or embezzlement of funds or assets from the Company;
  


(iii)
any intentional act having the purpose and effect of injuring the reputation, business or business relationships of
the Company in any material respect; and


(iv)
any breach by Employee of any material provision of this Agreement, including, without limitation, the restrictive
covenants contained in Section 7 hereof. 


c.


In
the event of any dispute regarding the existence of Employee's incapacity hereunder, the matter
wil1 be resolved by the determination of a physician qualified to practice medicine in California selected
by the CEO or the Board. For this purpose,Employee will submit to appropriate medical examinations.


d.


If Employee's employment
hereunder is terminated pursuant to Section


5,
the Company shall have no further obligations or liabilities hereunder.





7. Restrictive
Covenant.


 


a.


Non-disclosure.
Employee has, and during the Employment Period will have, access to confidential information and trade
secrets of the Company and its subsidiaries (the "Confidential Information") that
may include, among other things: 


(i)


Financial
information



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(ii)


Supply
and services information


(iii)


Marketing
information


(iv)


Personnel
information


(v)


Customer
information


(vi)


Product
information


(vii)


The
Company’s procedures, systems, policies and processes of operation.


Employee shall
at all times during his employment by the Company and thereafter hold in strictest confidence any
and all Confidential Information that may have come or may come into Employee's possession or within
Employee's knowledge. Employee agrees that neither he nor any person or entity, directly or
indirectly, controlled by or under common control with the Employee (an "Affiliate")will for any
reason, except in the course of performing his duties hereunder, for himself or any other person,
use or disclose to anyone, exclusive of Company employees, agents, representatives, or independent consultants to
the Company or any of its subsidiaries or Affiliates of the Company, any Confidential Information; provided,
however, that Employee may disclose Confidential Information which (i) has become generally
available to the public other than as a result of a breach of this Agreement by Employee or (ii) Employee
is compelled to disclose pursuant to subpoena or an order by a court competent jurisdiction;
provided that, if Employee is so required to disclose any Confidential Information pursuant to the
foregoing clause (ii), Employee shall provide advance written notice to the Company, to the extent possible,
to allow the Company to seek an appropriate protective order therefore (iii) Potential advisors,
employees, or investors of the Company where there is a reasonable expectation of confidentiality. All Confidential
Information shall remain the Company's property and shall be returned (or, at the Company's option, destroyed) upon
the Company's written request.





b.


Non-Solicitation
of Employees. Employee agrees that from the date hereof and continuing for a period of three years
following the termination of this Agreement for whatever reason (the "Non-Compete Period"), neither Employee
nor any Affiliate of Employee will solicit or hire for employment any officer, director
or employee of the Company who was employed by the Company at any time within twelve months prior to
the act of solicitation.


c.


Non-Competition.
Employee agrees that, other than with the



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 approval of the
Board, which approval shall not be unreasonably withheld, during the Employment Period,
neither Employee nor any Affiliate of Employee will, directly or indirectly, become a
shareholder, director, officer, agent, partner or employee of, or otherwise hold any ownership interest
in, any person, firm or entity engaged in any Competitive Business (as defined
below), engage as a soleproprietor in any Competitive Business, act as a consultant to
or assist any of the foregoing or otherwise engage or participate in any
Competitive Business; provided, however, that the foregoing shall not prohibit the
ownership by Employee of less than ten  percent (10%) of the outstanding
shares of the stock of any corporation engaged in any Competitive Business, which shares
are regularly traded on a national securities exchange or in any over-the-counter market. For
the purpose hereof, "Competitive Business" means the ownership, operation, development,
marketing of the services related to, or management of cellular therapeutics within the United
States. 


d.


Consideration,
Relief, Reformation; Severability. The Company has specifically bargained for
the covenants set forth in this Section 6 in consideration for the compensation,
experience, and information that Employee will gain or receive in connection with his
employment by the Company. Employee agrees that the covenants set forth herein will
not preclude Employee from engaging in any lawful profession, trade or business or
from being gainfully employed necessary to provide Employee, his family members and dependents
a standard of living to which he and they have been accustomed and may
expect. Employee acknowledges and agrees that the restrictive covenants in this
Section 6 have been specifically negotiated, are reasonable in all
respects, including, without limitation, their geographic scope and duration, and
may be enforced by specific performance or otherwise. Employee shall not raise any
issue of reasonableness as a defense in any proceeding to enforce any of such
covenants. Notwithstanding the foregoing, in the event that a covenant included in
this Agreement shall be deemed by any court to be unreasonably broad
in any respect, it shall be modified or limited in its geographic scope, duration
or otherwise to the extent necessary to make it reasonable while preserving its restrictive
nature to the maximum degree possible and shall be enforced
accordingly; provided however, that if, notwithstanding the foregoing, a court of competent
jurisdiction shall hold any of the covenants contained in Sections 6 (a), (b) or (c) to be
unenforceable (as so modified), then the unenforceable covenant shall be deemed
eliminated from the provisions of this Agreement for the purpose of those proceedings to the
extent necessary to permit the remaining covenants to be enforced so that
the validity,legality or enforceability of the remaining provisions of this Agreement
shall not be affected thereby.


 


8.
Developments.



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 Employee
hereby assigns to the Company his entire right, title and interest in all know how, discoveries and
improvements, customer lists,trade secrets and ideas, writings and copyrightable material, which may
be conceived by Employee or developed or acquired by him during the term of this
Agreement, which may pertain directly to the Company's business and were developed with Company resources. Employee
agrees to promptly and fully disclose in writing all such developments. Employee will, upon
the Company's request, execute, acknowledge and deliver to the
Company all instruments and do all other acts which are necessary or desirable to entitle the
Company to all rights in the foregoing and enable the Company to file and prosecute applications for, and to acquire,
maintain and enforce all letters, trademark registrations or copyrights with respect to the foregoing
in all countries.


 


9.
Remedies.


Employee
acknowledges that any material breach of this Agreement will cause irreparable harm to the Company, that such harm will be difficult
if not impossible to ascertain, and that the Company shall be entitled to equitable relief, including injunction, against
any actual or threatened breach hereof, without bond and without liability should such relief be denied, modified or vacated.
Neither the right to obtain such relief nor the obtaining of such relief shall be exclusive of or preclude the
Company from any other remedy.


 


10.
Legal Counsel.


Employee
acknowledges that Employee has carefully read this Agreement and understands all of the terms hereof and that Employee
has been given the opportunity to discuss this Agreement with Employee's private legal counsel and
has availed himself of that opportunity to the extent Employee wishes to do so.


 


11. Notices.


All
notices, requests and other communications under this Agreement shall be in writing and shall be deemed to have been received
five business days after having been deposited in the United States Mail and enclosed in a registered or certified post-paid
envelope; one day after having been sent by overnight courier on a business day or otherwise at the open of
business on the next succeeding business day; when personally delivered or sent by facsimile communications equipment
of the sending party on a business day or otherwise at the open of business on the next succeeding business day; and, in
each case, addressed to the respective parties at the addresses stated below or to such other changed addresses
that the parties may have fixed by notice in accordance herewith.


If
to the Company:


Bio-Matrix
Scientific Group, Inc.


4700
Sprint Street, Suite 304


 



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La
Mesa, CA 91942


 


Attn:
David Koos, CEO


 


 


If
to Employee:


Thomas
Ichim


5350
Toscana Way, #E410


San Diego,
CA 92122


 


12.
Waiver of Breach.


A
waiver by the Company or Employee of a breach of any provision of this Agreement by the other party shall
not operate or be construed as a waiver of any subsequent breach by the other party.


13. Entire
Agreement.


 


This
instrument contains the entire agreement of the parties with respect to the subject matter hereof and supersedes any
prior agreements ofthe parties with respect to the subject matter hereof. It may be changed only
by an agreement in writing signed by a party against whom enforcement of any waiver, change,
modification, extension or discharge is sought.


 


14.
Applicable Law.


 


The
terms and conditions of this Agreement shall be governed by and construed in accordance with the laws of the State or
California. Anyaction to enforce this Agreement shall be brought in the state courts located in San Diego County, State
of California.


IN
WHITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written.


 


 


By: /s/David
R. Koos


David
R. Koos


Chief
Executive Officer


 


 


By: /s/
Thomas Ichim


Thomas
Ichim, PhD


 






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Schedule
1.


 


Employer:
Regen BioPharma, Inc.


 


Location:
Company Headquarters and Contracted Research Facilities


 


Description:


 


The
Director of Scientific Research day to day duties include:


·


Coordinating
the company’s research projects;


·


Sourcing
Principal Researchers;


·


Identifying
intellectual property relevant to the company’s interests;


·


Identifying
research facilities and negotiating contracts with contract research organizations;


·


Analyzing
Scientific Data;


·


Writing
reports of Scientific Experiments;


·


Submitting
grant proposals and presenting findings to various governmental agencies, including but not limited to the FDA


Position
Responsibilities:


 


1.


Plan, develop, organize,
implement, direct and evaluate intellectual property for Company in-licensing.


 


2.


Coordinate
all aspects of the company’s research activities.


 


3.


Source
outside researchers, partners and facilities in order to conduct the company’s business with final approval regarding the
retention of researchers, entry into agreements with partners, or purchase or lease of facilities to be granted by the Company’s
CEO in his sole discretion.    .


 


4.


Advise, negotiate,
manage and administer research contracts in which the company may enter.


 


5.


Lead
and direct the development, communication and implementation of research related effective growth strategies and processes.


 


6.


Perform
other duties as required. Perform other responsibilities as mandated by and any other pertinent local, state or federal regulations.


 






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Schedule
2.


 


 


VESTING
SCHEDULE FOR SIGNING SHARES


 


Signing
Shares may not be sold, transferred, assigned, pledged or otherwise encumbered or disposed of by Employee (“ Transfer Restriction”)
except as follows:


 


(a)


Monthly
vesting of shares:


 


 


Upon
the expiration of one month from the date of the grant of the Signing Shares, Transfer Restrictions shall no longer apply to 1,000,000
of the Signing Shares.


 


Upon
the expiration of two months from the date of the grant of the Signing Shares, Transfer Restrictions shall no longer apply to
an additional 1,000,000 of the Signing Shares.


 


Upon
the expiration of three months from the date of the grant of the Signing Shares, Transfer Restrictions shall no longer apply to
an additional 1,000,000 of the Signing Shares.


 


Upon
the expiration of four months from the date of the grant of the Signing Shares, Transfer Restrictions shall no longer apply to
an additional 1,000,000 of the Signing Shares.


 


Upon
the expiration of five months from the date of the grant of the Signing Shares, Transfer Restrictions shall no longer apply to
an additional 1,000,000 of the Signing Shares.


 


Upon
the expiration of six month from the date of the grant of the Signing Shares, Transfer Restrictions shall no longer apply to an
additional 1,000,000 of the Signing Shares.


 


(b)


Milestone
Vesting of shares:   Transfer Restrictions shall no longer apply to 6,000,000 of the Signing Shares (“Milestone
Shares”) upon the achievement of the following events (“Milestones”) during the course of the Employee’s
employment with the Company:


(1)


Upon
the addition to the Scientific Advisory Board of the Company or any subsidiary of the Company  of five Researchers approved
by the CEO of the Company to act as members of Scientific Advisory Board of the Company or any subsidiary of the Company, prior
to December 31, 2012, Transfer Restrictions shall no longer apply to 1,000,000 shares Milestone Shares


(2)


Upon
the identification of five separate intellectual properties (“IPs”),


 



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prior
to May 4, 2013, which are, in the sole discretion of the CEO of the Company, deemed to be suitable IPs for the Company or any
subsidiary of the Company to consider licensing for commercial use Transfer Restrictions shall no longer apply to 1,000,000 Milestone
Shares.


(3)


Upon
execution, prior to May 4, 2013, of binding agreements whereby the Company or any of its subsidiaries have secured commercial
licensing rights to all of the IPs listed above prior to May 4, 2013, Transfer Restrictions shall no longer apply to 1,000,000
Milestone Shares.


(4)


Upon
retention by the Company or any of its subsidiaries, prior to May 4, 2013,  of both of appropriate researchers and an appropriate
Contract Research Organization, the purpose of such retention being the commencement of clinical trials and  the preparation
of an Investigational New Drug Application pursuant to applicable law, Transfer Restrictions shall no longer apply to 1,000,000
Milestone Shares.


(5)


Upon
commencement, prior to December 31, 2013, of a “Phase I” clinical trial by the Company or any subsidiary of the Company,
to be performed in connection with an Investigational New Drug Application submitted by the Company and in accordance with applicable
law, Transfer Restrictions shall no longer apply to 2,000,000 Milestone Shares.


 


 


In
the event that Employee is no longer employed by the Company or any subsidiary of the Company, any Signing Shares (including Milestone
Shares) still subject to Transfer Restrictions shall be forfeited by the Employee, and ownership of those Signing Shares shall
be transferred back to the Company.


 


In
the event that any Milestone listed above is not achieved by the date so indicated, those Milestone Shares for which Transfer
Restrictions would no longer apply upon achievement of the applicable Milestone shall be forfeited by the Employee, and ownership
of the Milestone Shares shall be transferred back to the Company.


 


 


 


 


 


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