Exhibit
10.1


 


Consulting
Agreement 


 


Agreement
by and between Joseph G. Vaini (“Consultant”) , a natural person whose address is at 1034 Throgs Neck Expressway,
Bronx, NY 10465 and Regen BioPharma, Inc. (“Company”), a Nevada corporation whose address is 4700 Spring Street, St
304, La Mesa, California 91942 made as of March 11, 2015.


 


WHEREAS,
the Company desires to engage the Consultant to assist the Company with compliance with accounting principles generally accepted
in the United States of America (“GAAP”) and the rules of the United States Securities and Exchange Commission (“SEC”)
with regards to the preparation of the financial statements of the Company


WHEREAS,
Consultant desires to assist the Company with compliance with accounting principles generally accepted in the United States of
America (“GAAP”) and the rules of the United States Securities and Exchange Commission (“SEC”) with regards
to the preparation of the financial statements of the Company.


 


NOW,
THEREFORE, it is agreed as follows:


 


		1.	Term.
                                         The respective duties and obligations of the contracting parties shall be for a period
                                         of four months commencing on the date of this Agreement.



		2.	Compensation.
                                         Consultant shall receive on or prior to April 1, 2015 as full consideration for the services
                                         to be rendered 2,000,000 shares of the Company’s Series A Preferred Stock.



		3.	Independent
                                         Contractor Status. The Company and the Consultant hereby agree that the Consultant is
                                         being retained by the Company in the capacity of an independent contractor and not as
                                         an employee or agent of the Company. The Company and the Consultant further agree that
                                         nothing in this Agreement shall create, or shall be construed as creating, any form of
                                         partnership, joint venture, or other affiliation that would operate to permit the Consultant
                                         to bind the Company with respect to any matter or would cause the Company to be liable
                                         for any action of the Finder, and the Consultant hereby agrees that it will not represent
                                         to any third party that its engagement by the Company is in any capacity other than as
                                         an independent contractor.



		4.	Consultant
                                         acknowledges that any securities issued pursuant to this Agreement shall 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.”


 


		5.	Entire
                                         Agreement. This Agreement contains the entire understanding between the parties hereto
                                         concerning the subject matter contained herein. There are no representations, agreements,
                                         arrangements, or understandings, oral or written, between or among the parties hereto
                                         relating to the subject matter of this Agreement that are not fully expressed herein.



		6.	Governing
                                         Law; Venue. This Agreement has been executed in and shall be governed by the laws of
                                         the state of California, without giving effect to the conflict of laws rules thereof
                                         or of any state. Venue for any action brought hereunder shall be proper only in San Diego
                                         county, California.



IN
WITNESS WHEREOF, the parties to this Agreement have set their respective hands hereto as of the date first written above.


 





	Consultant	Company
	/s/ Joseph G. Vaini	/s/ David R. Koos
	Joseph G. Vaini	David R. Koos
	 	Chairman and Chief Executive Officer