Exhibit 10.1
    

    
      THIS AGREEMENT is made and entered into this  26th day  of September,
      2008  , by and between Bombardier Pacific Ventures Inc.,
      hereinafter  referred to as the "Seller", and   Bio-Matrix Scientific
      Group, Inc, hereinafter referred  to as the "Purchaser";
    

    
      WITNESSETH:
    

    
      WHEREAS, the Seller is the record owner and holder of  1,000,000 of the
      common shares Freedom Environmental Services, Inc., hereinafter referred
      to as the "Corporation", a  Delaware corporation, , and
    

    
      WHEREAS, the Purchaser desires to purchase 1,000,000 common shares of
      the Corporation offered by the Seller (referred to as the "FESI Stock"),
      and the Seller desires to sell or cause to be sold all of the FESI
      Stock, upon the terms and subject to the conditions hereinafter set
      forth;
    

    
      NOW, THEREFORE, in consideration of the mutual covenants and agreements
      contained in this Agreement, and in order to consummate the purchase and
      the sale of the FESI Stock aforementioned, it is hereby agreed as
      follows:
    

    
      1.  PURCHASE AND SALE:  CLOSING.
a. Purchase and
      Sale of FESI Stock.  Subject to the terms and conditions hereinafter set
      forth, at the closing of the transaction contemplated hereby, the Seller
      shall sell, convey and transfer, or cause to be sold, conveyed or
      transferred, the FESI Stock and deliver to the Purchaser certificates
      representing such stock, and the Purchaser shall purchase from the
      Seller the FESI Stock in consideration of the purchase price set forth
      in Section 2 and Exhibit "A" of this Agreement.  The certificates
      representing the FESI Stock shall be duly endorsed for transfer or
      accompanied by appropriate stock transfer powers duly executed in blank,
      in either case with signatures guaranteed in the customary fashion, and
      shall have all the necessary documentary transfer tax stamps affixed
      thereto at the expense of the Seller.
    

    
      b. Procedure for Closing.  The closing of the transactions contemplated
      by this Agreement (the "Closing"), shall be September 29, 2008 and held
      at such place as the parties hereto may agree.
    

    
      2.  AMOUNT AND PAYMENT OF PURCHASE PRICE.  The total consideration to be
      paid to the Seller shall be that promissory note delivered from the
      Purchaser to the Seller   (Exhibit A) attached hereto and made a part
      hereof.
    

    
      3.  REPRESENTATIONS AND WARRANTIES OF SELLER.  Seller hereby warrants
      and represents:
    

    
      i. the Seller is not a party to any agreement, written or oral, creating
      rights in respect to the FESI Stock in any third person or relating to
      the voting of the FESI Stock.
    

    
      ii.  Seller is the lawful owner of the FESI Stock, free and clear of all
      security interests, liens, encumbrances, equities and other charges.
    

    
      iii. the Seller has full power and authority to execute this Agreement
      and carry out the transactions contemplated by it and no further  action
      is necessary by the Seller to make this Agreement valid and binding upon
      Seller and  enforceable against it in accordance with the terms hereof,
      or to carry out the actions contemplated hereby.  
    

    
      4.   REPRESENTATIONS AND WARRANTIES OF PURCHASER.  Purchaser hereby
      warrants and represents:
    

    
      i. the Purchaser has full power and authority to execute this Agreement
      and carry out the transactions contemplated by it and no further  action
      is necessary by the Purchaser to make this Agreement valid and binding
      upon Purchaser and  enforceable against it in accordance with the terms
      hereof, or to carry out the actions contemplated hereby
    

    
      5.  REPRESENTATIONS AND WARRANTIES OF SELLER AND PURCHASER.  Seller and
      Purchaser hereby represent and warrant that there has been no act or
      omission by Seller or Purchaser which would give rise to any valid claim
      against any of the parties hereto for a brokerage commission, finder's
      fee, or other like payment in connection with the transactions
      contemplated hereby.
    

    
      6.  EXPENSES.  Each of the parties hereto shall pay its own expense in
      connection with this Agreement and the transactions contemplated hereby,
      including the fees and expenses of its counsel and other experts.
    

    
      7.  ENTIRE AGREEMENT.  This Agreement (including the exhibit hereto)
      constitutes the entire Agreement and supersedes all prior agreements and
      understandings, oral and written, between the parties hereto with
      respect to the subject matter hereof.
    

    
      8.  SECTIONS AND OTHER HEADINGS.  The section and other headings
      contained in this Agreement are for reference purposes only and shall
      not affect the  meaning or interpretation of this Agreement.
    

    
      
        

        

      

      
        
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      9.  GOVERNING LAW.  This Agreement, and all transactions contemplated
      hereby, shall be governed by, construed and enforced in accordance with
      the laws of the State of California. The parties herein waive trial by
      jury and agree to submit to the personal jurisdiction and venue of a
      court of subject matter jurisdiction located in  San Diego  County,
      State of California.  
    

    
      IN WITNESS WHEREOF, this Agreement has been executed by each of the
      parties hereto on the date first above written.
    

    
    	
          PURCHASER
        	
           
        	
          SELLER
        
	

        	

        	

        	

        	
           
        
	

        	

        	

        	

        	
           
        
	
          
            By:
          

        	
          
            /s/ David R. Koos
          

        	

        	
          
            By:
          

        	
          
            /s/ David R. Koos
          

        
	

        	

        	

        	

        	
           
        
	

        	

        	

        	

        	
           
        
	
          David R. Koos, Chairman & CEO

          
            Bio-Matrix Scientific Group Inc.
          

        	

        	
          David R. Koos, Chairman & CEO

          
            Bombardier Pacific Ventures Inc.
          

        


    

    
      

      

      

      EXHIBIT A
    

    
      

      PROMISSORY NOTE
    

    
      FOR VALUE RECEIVED, Bio-Matrix Scientific Group, Inc. hereby promises to
      pay to the order of Bombardier Pacific Ventures Inc.,   the sum of five
      hundred thousand dollars ($500,000)  principal, together with simple
      interest thereon at the rate of 10 %  per annum.  Said sum shall be paid
      in the manner following:  
    

    
      Principal and all accrued interest from September 29, 2008 shall be paid
      on November 29, 2009
    

    
      This Note shall at the option of the holder hereof be immediately due
      and payable upon the filing by the undersigned of an assignment for the
      benefit of creditors, bankruptcy, or for relief under any provisions of
      the Bankruptcy Code; or by suffering an involuntary petition in
      bankruptcy or receivership not vacated within thirty days.
    

    
      In the event this Note shall be in default, and placed with an attorney
      for collection, then the undersigned agree to pay all  reasonable
      attorney fees and costs of collection.
    

    
      Payments not made within thirty days of due date shall be subject to a
      late charge of 10% of said payment per month for each month past the due
      date.  All payments hereunder shall be made to such  address as may from
      time to time be designated by any holder hereof.
    

    

    

    

    

    

    

    

    

    
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