This Business Advisory Board Services Agreement (the "Agreement"), dated October 16, 20I 7,
is entered into between Regen BioPharma, Inc., a Nevada corporation  ("the Company"), and JP Millon 
an individual with a principal place of residence (“'Candidate").


WHEREAS,
the Company desires to retain the services of Candidate for the benefit of the Company and its stockholders; and


WHEREAS,
Candidate desires to serve as Chairman of the Company's Business Advisory Board for the period of time and subject to the
terms and conditions set forth herein;


NOW,
THEREFORE, for consideration and as set forth herein, the parties hereto agree as follows:


 


 


		1.	Board
                                         Duties. Candidate agrees to provide services to the Company as the Chairman of the
                                         Company's Business Advisory Board. Candidate shall, for so long as he remains a member
                                         of the Business Advisory Board, meet with the Company upon written request, at dates
                                         and times mutually agreeable to Candidate and the Company, to discuss any matter involving
                                         the Company or its Subsidiaries



		2.	Other
                                         Duties. Candidate will utilize his best efforts to:



		(a)	Identify
                                         and introduce to the Company persons not previously known to the Company to serve as
                                         members of the Company's Business Advisory Board ("Advisory Candidates").



		(b)	Identify
                                         and introduce to the Company potential purchasers of the Company's securities such purchasers
                                         not previously known to the Company ("Buyers"). Candidate shall solely identify
                                         and introduce Buyers to the Company and shall not, among other things, participate in
                                         any negotiations between a Buyer and the Company, assist in the structure of any offer
                                         or sale of the Company's securities ("Transaction"), provide assistance to
                                         any party in completing a purchase agreement, subscription agreement or other documentation
                                         related to a Transaction or handle the funds or securities involved in any Transaction.



		3.	Term.
                                         The Term of this Agreement shall commence on October 9, 2017 and shall expire on
                                         October 9, 2020. The term of this Agreement may be extended by mutual agreement.



		4.	Independent
                                         Contractor. The Parties are independent contractors. Nothing in this Agreement shall
                                         be deemed to constitute a partnership or joint venture between the Parties or constitute
                                         any Party to be the agent of the other Party for any purpose. The Candidate's relationship
                                         with and role and responsibilities to the Company are purely contractual in nature and
                                         Candidate does not have any fiduciary or other duty to the Company by virtue thereof.



		5.	No
                                         obligation: This Agreement does not constitute an obligation on the part of the Company
                                         to:



		(a)	Enter
                                         into any Transaction with any Buyer



		(b)	Accept
                                         as a member of the Business Advisory Board any Advisory Candidate



 



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		6.	Mutual
                                         Non-Disparagement. During the term of this Agreement and for a period of twelve months
                                         thereafter, Candidate and the Company mutually agree to forbear from making, causing
                                         to be made, publishing, ratifying or endorsing any and all disparaging remarks, derogatory
                                         statements or comments made to any party with respect to either of them or their respective
                                         officers, directors, and employees. The parties agree and acknowledge that this Section
                                         6 is a material term of this Agreement.



 


		7.	Non-Disclosure.



 


		(a)	All
                                         information, whether in oral, written, graphic, electronic or other form, disclosed by
                                         the Company to the Candidate shall be deemed to be "Proprietary Information."
                                         In particular, Proprietary Information includes, without limitation, any trade secrets,
                                         confidential information, ideas, inventions or research and development information;
                                         matters of a technical nature, including technology; notes, products, know-how, engineering
                                         or other data (including test data and data files); specifications, processes, techniques,
                                         formulae or work-in-process; manufacturing, planning or marketing procedures, clinical
                                         data and regulatory strategies or information; accounting, financial or pricing procedures
                                         or information, budgets or projections, or personnel or salary structure/compensation
                                         information; information regarding suppliers, clients, customers, employees, contractors,
                                         investors or investigators of the Company, information which has been designated in writing
                                         as confidential by the Company; programs, procedures (including operating procedures),
                                         processes, methods, guidelines, policies, proposals or contracts; computer software,
                                         data bases or programming; and any other information which, if divulged to a third party,
                                         could have an adverse impact on the Company, or on any third party to which it owes a
                                         confidentiality obligation. In addition, "Proprietary Information" includes
                                         any of the foregoing relating to the past, present or future operations, organization,
                                         projects, finances, business interests, methodology or affairs of any third party to
                                         which the Company owes a duty of confidentiality including, without limitation, the mere
                                         fact that the Company is or may be working with or for any client.



		(b)	The
                                         obligations of confidentiality shall not apply to any Proprietary Information that was
                                         known by the Candidate at the time of disclosure to it by
                                         such Company, or that is independently developed or discovered
                                         by the Candidate after disclosure by such Company, without the aid, application or use
                                         of any item of such Company's Proprietary Information, as evidenced by written records;
                                         now, or subsequently becomes, through no act or failure to act on the part of the Candidate,
                                         generally known or available; is disclosed to the Candidate by a third party authorized
                                         to disclose it; or is required by law or by court or administrative order to be disclosed;
                                         provided, that the Candidate shall have first given prompt notice to such Company of
                                         such required disclosure.





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		(c)	Candidate
                                         shall exercise due care to prevent the unauthorized use or disclosure of the Company's
                                         Proprietary Information, and shall not, without the Company's prior written consent,
                                         disclose or otherwise make available, directly or indirectly, any item of the Company's
                                         Proprietary Information to any person or entity other than those employees, independent
                                         contractors or agents of the Candidate (collectively, "Representatives"), to
                                         the extent such Representatives reasonably need to know the same in order to evaluate
                                         such Proprietary Information, to participate in the business relationship between the
                                         parties, or to make decisions or render advice in connection therewith. Candidate shall
                                         advise its Representatives who have access to the Company's Proprietary Information of
                                         the confidential and proprietary nature thereof, and agrees that such Representatives
                                         shall be bound by terms of confidentiality and restrictions on use with respect thereto
                                         that are at least as restrictive as the terms of this Agreement.



		(d)	Candidate
                                         shall exercise due care to prevent the unauthorized use or disclosure of the Company's
                                         Proprietary Information, and shall not, without the Company's prior written consent,
                                         disclose or otherwise make available, directly or indirectly, any item of the Company's
                                         Proprietary Information to any person or entity other than those employees, independent
                                         contractors or agents of the Candidate (collectively, "Representatives"), to
                                         the extent such Representatives reasonably need to know the same in order to participate
                                         in any business relationship between the parties, or to make decisions or render advice
                                         in connection therewith. Candidate shall advise its Representatives who have access to
                                         the Company's Proprietary Information of the confidential and proprietary nature thereof,
                                         and agrees that such Representatives shall be bound by terms of confidentiality and restrictions
                                         on use with respect thereto that are at least as restrictive as the terms of this Agreement.



		(e)	Candidate
                                         shall use the Company's Proprietary Information solely for the purposes of performing
                                         his duties pursuant to this Agreement and shall not make any other use of the Company's
                                         Proprietary Information without the Company's specific written authorization.



		(f)	All
                                         Proprietary Information of the Company (including all copies thereof) shall be and at
                                         all times remain the property of such Company, and all non-oral Proprietary Information
                                         of the Company which is then in the Candidate's possession or control shall be destroyed
                                         or returned to the Company promptly upon its request at any time, and in any event, no
                                         later than 60 days following any expiration or termination of this Agreement.



		(g)	Nothing
                                         in this Agreement shall be construed, by implication or otherwise, as a grant of any
                                         right or license to trademarks, inventions, copyrights or patents, as a grant of a license
                                         to either Candidate to use any of the Company's Proprietary Information except as expressly
                                         set forth herein.



		(h)	The
                                         provisions of Section 7 of this Agreement shall survive until such time as all Confidential
                                         Information disclosed hereafter becomes publically known and made generally available
                                         through no action or inaction of Candidate.





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		8.	Compensation.



		(a)	For
                                         performance of duties pursuant to Section 1 of this Agreement, Candidate will receive,
                                         no later than ten days from the execution of this agreement, 3,000,000 shares of Series
                                         M Preferred of the Company. In addition, on the first, second and third anniversary of
                                         this agreement, the Candidate shall receive an additional 1,000,000 shares of Series
                                         M Preferred stock of the Company (for a total of 6,000,000 shares during the term of
                                         this agreement). The Series M Preferred shares are convertible into common shares of
                                         the Company upon either a) the execution of a licensing agreement for the Company's NR2F6
                                         intellectual property, or, b) the third anniversary of this agreement. Therefore, it
                                         is expressly acknowledged that the Candidate shall be entitled to convert the Series
                                         M Preferred shares upon the completion of a three-year period as the Chairman of the
                                         Business Advisory Board. Lastly, if the Candidate's term is less than three years, the
                                         shares that the Candidate receives on an annual basis will be prorated, and will remain
                                         eligible for conversion into common shares of the Company on the third anniversary of
                                         this agreement.



		(b)	For
                                         performance of duties pursuant to Section 2 of this Agreement, Candidate will receive:



		(i)	In
                                         the event that an Advisory Candidate identified and introduced by the Candidate to the
                                         Company serves as a member of the Business Advisory Board of the Company, you shall receive,
                                         ten business days subsequent to the completion of 12 months service by the Advisory Candidate
                                         as a member of the Business Advisory Board of the Company, a referral fee equal to 5%
                                         (paid to you in Series M Preferred shares of the Company) of the shares of the Series
                                         M Preferred shares of the Company issued to the referred Candidate.



		(ii)	In
                                         the event of a Transaction with one or more Buyers of the Company's securities, such
                                         Buyers not previously known to the Company and identified and introduced by you to the
                                         Company, a referral fee equal to 5% (paid to you in Series M Preferred shares of the
                                         Company) of the shares of common stock of the Company purchased by the Buyer.



		9.	Restricted
                                         Securities Acknowledgement



 


Candidate
acknowledges that any securities issued pursuant to this Agreement that 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."


 



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		10.	Representations
                                         And Warranties Of Company.



 


a)
Company is a corporation duly organized, validly existing and in good standing under the laws of the state its incorporation and
has the requisite corporate power and authority to enter into and perform its obligations under this Agreement without the consent,
approval or authorization of, or obligation to notify, any person, entity or governmental agency which consent has not been obtained.


 





 (c) The execution, delivery and performance of this Agreement by Company does not and shall not constitute Company's breach of any statute or regulation or ordinance of any governmental authority, and shall not conflict with or result in a breach of or default under any of the terms, conditions, or provisions of any order, writ, injunction, decree, contract, agreement, or instrument to which the Company is a party, or by which Company is or may be bound.




		11.	Representation
                                         and Warranties of the Candidate.



 


 (a) Candidate has the requisite power and authority to enter into and perform his obligations under this Agreement without the consent, approval or authorization of, or obligation to notify, any person, entity or governmental agency which consent has not been obtained.










 


(b) 
The execution, delivery and performance of this
Agreement by Candidate does not and shall not constitute Candidate's breach of any statute or regulation or ordinance of any governmental
authority, and shall not conflict with or result in a breach of or default under any of the terms, conditions, or provisions of
any order, writ, injunction, decree, contract, agreement, or instrument to which the Candidate is a party, or by which Candidate
is or may be bound.


 


		12.	Execution



 


This
Agreement may be executed in two or more counterparts, all of which when taken together shall be considered one and the same
Agreement and shall become effective when counterparts have been signed by each party and delivered to the other party, it
being understood that both parties need not sign the same counterpart. In the event that any signature is delivered by
facsimile transmission, such signature shall create a valid and binding obligation of the party executing (or on whose behalf
such signature is executed) with the same force and effect as if such facsimile signature page were an original
thereof.


 



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		13.	Entire
                                         Agreement



 





This
Agreement constitutes a final written expression of all the terms of the Agreement between the parties regarding the subject matter
hereof, are a complete and exclusive statement of those terms, and supersedes all prior and contemporaneous Agreements, understandings,
and representations between the parties.


 


 


		14.	Severability



 


If
any provision of this Agreement is held to be invalid or unenforceable in any respect, the validity and enforceability of the
remaining terms and provisions of this Agreement shall not in any way be affected or impaired thereby and the parties will attempt
to agree upon a valid and enforceable provision that is a reasonable substitute therefore, and upon so agreeing, shall incorporate
such substitute provision in this Agreement


 


 


		15.	Governing
                                         Law, Venue, Waiver Of Jury Trial



 


All
questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by and construed
and enforced in accordance with the internal laws of the State of California, without regard to the principles of conflicts of
law thereof. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in California
for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed
herein and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally
subject to the jurisdiction of any such court, that such suit, action or proceeding is improper or inconvenient venue for such
proceeding. If either party shall commence an action or proceeding to enforce any provisions of this Agreement, then the prevailing
party in such action or proceeding shall be reimbursed by the other party for its attorneys' fees and other costs and expenses
incurred with the investigation, preparation and prosecution of such action or proceeding.


 



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IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective authorized signatories
as of the date first indicated above.


 


	Company	Candidate
	By:/s/Todd
    Caven	By:
    JP Millon
	Its:
    CFO	 


 








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