Exhibit 10.1
    

    
      AGREEMENT made this 18th day of August, 2009, by and between
      Therinject LLC, whose principal place of business is 10439 Roselle St
      Ste E hereinafter referred to as "Therinject", Steven Josephs, whose
      address is 1129 Rising Hill Way, Escondido, CA 92029 hereinafter
      referred to as “Josephs” and Bio-Matrix Scientific Group, Inc., whose
      principal place of business is 8885 Rehco Road, San Diego, California
      92121, hereinafter referred to as "Company". Collectively, the Company,
      Therinject and Josephs may be referred to as the “Parties” or,
      singularly as “Party”
    

    
      WHEREAS, the Company desires to:
    

    
      (a) Engage in the acquisition, manufacture and sale of medical devices
      utilized for the therapeutic delivery of cells, proteins and/or amino
      acids (“Medical Delivery Devices”):
    

    
      (b) Engage in the operation of a tumor banking facility
    

    
      (c) Engage in the development and marketing of a therapeutic cancer
      vaccine utilizing the medical device of (a) for initial use in
      veterinary applications (“Cancer Vaccine”).  
    

    
      WHEREAS,
    

    
      Therinject and Josephs desire to assist the Company in the
      above-mentioned objectives in accordance with the Terms and Conditions
      of this Agreement
    

    
      THEREFORE, It is Agreed as follows
    

    
      1. Representations and Warranties
    

    
      (a) Company hereby represents and warrants to Therinject and Josephs 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 of the transactions
      contemplated hereby and thereby (a) constitutes 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 Trust, 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.
    

    
      (b) Therinject and Josephs hereby represent and warrant to Company as
      follows:
    

    
      (i) Therinject (a) is a Limited Liability Company duly formed, validly
      existing and in good standing under the laws of the State of California
      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.
    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    
      (i) No Conflicts. None of the execution, delivery and performance of
      this Agreement by Therinject and/or Josephs , or the consummation of the
      transactions contemplated hereby and thereby (a) constitutes or will
      constitute a violation of the organizational documents of Therinject,
      (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
      Trust, loan agreement, lease or other agreement or instrument to which
      Therinject and/or Josephs is a party or by which Therinject and/or
      Josephs 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 Therinject and/or Josephs.
    

    

    

    
      2. Consulting Fee. Josephs, as an independent consultant and not as an
      employee of Bio-Matrix, shall receive a consulting fee (Exhibit A) to be
      paid by the Company for a period of one year from September 1, 2009.
    

    
      3. Consideration to Therinject.  As consideration for services to be
      rendered by Therinject pursuant to this Agreement, Therinject shall
      receive from the Company
    

    
      (a)  royalty payments from the Company in accordance with Exhibit B
    

    
      (b) 2.5 million common shares of the company in accordance with Exhibit
      C.
    

    
      4. Indemnification.
    

    
    	
          (a)
        	
          The Company hereby agrees to indemnify and hold harmless the other
          Parties against any and all liability, claims, suits, losses, costs
          and legal fees caused by, arising out of, or resulting from any
          negligent act or omission of the Company in the performance and/or
          failure to perform the Company’s duties pursuant to this Agreement.
        
	
          (b)
        	
          Therinject hereby agrees to indemnify and hold harmless the other
          Parties against any and all liability, claims, suits, losses, costs
          and legal fees caused by, arising out of, or resulting from any
          negligent act or omission of Therinject in the performance and/or
          failure to perform Therinject’s duties pursuant to this Agreement.
        
	
          (c)
        	
          Josephs hereby agrees to indemnify and hold harmless the other
          Parties against any and all liability, claims, suits, losses, costs
          and legal fees caused by, arising out of, or resulting from any
          negligent act or omission of Josephs in the performance and/or
          failure to perform Joseph’s duties pursuant to this Agreement.
        


    

    
      5. Intellectual Property.
    

    
    	
          (a)
        	
          Any and all intellectual property (i) resulting from the efforts of
          the Parties pursuant to this agreement and (b) comprising or
          materially related to the Cancer Vaccine shall become the property
          of Entest BioMedical, Inc., a Nevada corporation which is a majority
          owned subsidiary of the Company.
        
	
          (b)
        	
          Any and all intellectual property (i) resulting from the efforts of
          the Parties pursuant to this agreement and (b) not comprising or
          materially related to the Cancer Vaccine shall be owned 50% by
          Therinject and 50% by Entest.
        
	
          (c)
        	
          The Company shall have the right of first refusal in regards to any
          sale or other assignment by any Party of any intellectual property
          described in 5(b)
        
	
          (d)
        	
          Execution of this Agreement shall bestow upon the Company an
          exclusive worldwide license, not subject to any expiration, to
          develop, manufacture, market and sublicense products or services
          based on the intellectual property described in 5(b)
        


    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    
      6. Expenses. Each Party to this Agreement shall be responsible for their
      own expenses explained in Exhibit D which may be incurred in connection
      with this Agreement and the performance of their respective obligations
      thereunder.  
    

    
      7. Binding Effect and Assignment. This Agreement shall be binding upon
      and inure to the benefit of the Parties hereto and their respective
      permitted successors and assigns. This Agreement shall not be assignable
      by any Party, in whole or in part, without the each other Party’s prior
      consent in that Party’s sole discretion except as follows:
    

    
      The Company may assign its rights and duties pursuant to this Agreement
      to Entest Biomedical, Inc., a Nevada corporation which is currently a
      majority owned subsidiary of the Company, in its sole discretion.
    

    
      8. Entire Agreement. This Agreement represents the full and complete
      agreement between the parties and supersedes all previous agreements
      between the parties. Any supplemental amendments to this Agreement shall
      not be binding upon either party unless executed in writing by the
      parties hereto.
    

    
      9. Invalid by Operation of Law.  If any section or part of this
      Agreement is held to be invalid by operation of law or by any tribunal
      of competent jurisdiction, or if compliance with or enforcement of any
      section or part should be restrained by such tribunal, the remainder of
      the Agreement shall not be affected thereby and the parties shall enter
      into immediate negotiations for the purpose of arriving at a mutually
      satisfactory replacement for such section or part.
    

    
      10.  Arbitration.  Any controversy or claim arising out of or relating
      to this contract, or the breach thereof, shall be settled by arbitration
      in accordance of the rules of the American Arbitration Association, and
      judgment upon the award rendered by the arbitrator(s) shall be entered
      in any court having jurisdiction thereof.  For that purpose, the parties
      hereto consent to the jurisdiction and venue of an appropriate court
      located in San Diego County, State of California.  In the event that
      litigation results from or arises out of this Agreement or the
      performance thereof, the parties agree to reimburse the prevailing
      party's reasonable attorney's fees, court costs, and all other expenses,
      whether or not taxable by the court as costs, in addition to any other
      relief to which the prevailing party may be entitled.  In such event, no
      action shall be entertained by said court or any court of competent
      jurisdiction if filed more than one year subsequent to the date the
      cause(s) of action actually accrued regardless of whether damages were
      otherwise as of said time calculable.
    

    
      IN WITNESS WHEREOF, the parties have hereunto executed this Agreement
    

    
      on the 18th day of August, 2009.
    

    
    	
          /s/David Koos
        	
           
        	
          /s/Stephen Josephs
        
	
          Bio-Matrix Scientific Group Inc.
        	

        	
          Therinject LLC
        
	
          By Its: CEO
        	

        	
          By Its: Executive Manager
        
	
          David R. Koos
        	

        	
          
             Steven Josephs
          

        


    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    
      EXHIBIT A:
    

    
      Josephs Consideration:
    

    
      Pursuant to this Agreement, Josephs shall receive a consulting fee from
      the Company in the amount of $150,000 to be paid in twelve monthly
      installments of $12,500. (“Fee Installments”)
    

    
      At the Company’s sole discretion, each Fee Installment may be paid in
      either of:
    

    
    	
          (a)
        	
          Cash
        
	
          (b)
        	
          Common shares of the Company’s stock registered under the Securities
          Act of 1933 on Form S-8 valued at closing bid price per share on the
          date of issuance or
        
	
          (c)
        	
          Any combination of the above having a value of $12,500
        


    

    
      Fee Installments to be paid under this Exhibit A may be discontinued by
      the Company in the event of  
    

    
    	
          (a)
        	
          the expiration of a continuous period of 90 calendar days during
          which Josephs is unable to perform his material duties pursuant to
          this Agreement due to physical or mental incapacity
        
	
          (b)
        	
          Josephs’ failure or refusal to perform actions which are consistent
          with the scope and nature of Joseph’s duties and responsibilities as
          set forth in this Agreement which failure or refusal continues after
          notice thereof and a reasonable time to cure; such reasonable time
          to be a period of not more than 90 days.
        
	
          (c)
        	
          any intentional act having the purpose and effect of injuring the
          reputation, business or business relationships of the Company in any
          material respect;
        


    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    
      Exhibit B.
    

    
      Therinject shall be entitled to receive from the Company yearly royalty
      payments equal to 2.5% of revenues generated by the Company as a result
      of:
    

    
      The Company’s operation of a Tumor Banking facility, provided that such
      Tumor banking activities have occurred as a direct result of
      Therinject’s material  contributions pursuant to this Agreement
    

    
      Sales by the Company of Medical Delivery devices, provided that such
      sales have occurred as a direct result of Therinject’s material
      contributions pursuant to this Agreement
    

    
      Sales by the Company of the Cancer Vaccine, provided that the
      development and marketing of such Cancer Vaccine has occurred as a
      direct result of Therinject’s material contributions pursuant to this
      Agreement.
    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    
      Exhibit C.
    

    
      2,500,000 shares (“Shares”) are to be paid to Therinject on or before
      October 1, 2009. Therinject shall have full voting, dividend and other
      rights with respect to all of the Shares from the date of grant,
      provided, however, that Therinject agrees to the following restrictions
      on transfer on the Shares .
    

    
      (1) The Shares  may not be sold, transferred, assigned, pledged or
       otherwise encumbered or disposed of by the Therinject (“Share
      Restrictions”) except as follows:
    

    
      (i) Share Restrictions on 250,000 of the Shares will expire upon the
      successful completion, due primarily to the contributions of Therinject
      pursuant to this Agreement , of all of  the following:
    

    
    	
          1.
        	
          Execute agreement from a company that has an immuno isolation device
          the Company can acquire or manufacture for research purposes and
          potentially re-sale purposes
        
	
          2.
        	
          Set to receive or manufacture immuno isolation devices
        


    

    
      (ii) Share Restrictions on 250,000 of the Shares will expire upon the
      successful completion, due primarily to the contributions of Therinject
      pursuant to this Agreement, of all of the following:
    

    
    	
          1.
        	
          Establishment of satisfactory protocols in place for tumor cell
          banking
        
	
          2.
        	
          Storage Facility brought on-line and functional for tumor cell
          storage
        
	
          3.
        	
          Documentation and Patient Database for cell storage
        
	
          4.
        	
          Tumor cell storage and viability testing protocols in place
        
	
          5.
        	
          Procedure for device loading in place.
        
	
          6.
        	
          First shipments of Immuno isolation devices to Bio-Matrix or
          completion of first manufacturing runs of Immuno isolation devices
        


    

    
      (iii) Share Restrictions on 250,000 of the Shares will expire upon the
      successful completion, due primarily to the contributions of Therinject
      pursuant to this Agreement, of all of the following:
    

    
    	
          1.
        	
          Veterinary medicine distributor and/or other large distribution
          agreement – vesting
        
	
          2.
        	
          Setup and formalize contacts with target Veterinarians --
        
	
          3.
        	
          Animal protocol development--
        
	
          4.
        	
          Consent form finalization --
        
	
          5.
        	
          Shipping and Receiving protocols --
        
	
          6.
        	
          Hire and train personnel
        
	
          7.
        	
          Treat 10 dogs for safety
        


    

    
      (iv) Share Restrictions on 500,000 of the Shares will expire upon the
      successful completion, due primarily to the contributions of Therinject
      pursuant to this Agreement, of all of the following:
    

    
      Establish operational containment and storage of tumor cells:
    

    
    	
          1.
        	
          Receipt of orders for Immuno isolation devices for vaccine treatment
        
	
          2.
        	
          Receipt of first Tumor cells for storage and vaccine treatment using
          Immuno isolation devices
        
	
          3.
        	
          Completion of process refinements for cancer treatment and
          finalization of treatment protocols
        


    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    
      (v) Share Restrictions on 375, 000 of the Shares will expire upon the
      successful completion, due primarily to the contributions of Therinject
      pursuant to this Agreement, of all of the following:
    

    
    	
          1.
        	
          Completion of an efficacy runs in 100 dogs
        
	
          2.
        	
          Completion of GMP manufacturing of Vaccine
        


    

    
      (vi) Share Restrictions on 875, 000 of the Shares will expire upon the
      successful completion, due primarily to the contributions of Therinject
      pursuant to this Agreement, of all of the following:
    

    
    	
          1.
        	
          Shipping of 1,000 devices to veterinarians
        


    

    
      In the event that all of the above events giving effect to expiration of
      share restrictions shall not have occurred by or before September 1
      2010, any and all of the Shares upon which Share Restrictions shall not
      have expired shall be returned by Therinject to the Company for
      cancellation by the Company.
    

    
      Therinject agrees that any Shares to be issued pursuant to this
      Agreement shall contain the following, or a substantially similar,
      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.
    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    
      Exhibit D
    

    
      Personal travel expenses to the Bio-Matrix and Entest facilities located
      in San Diego will be covered by Steven Josephs through the consulting
      fees paid to him according to Exhibit A.
    

    
      Expenses relating to the facilities, infrastructure (including necessary
      personnel), raw materials, manufacturing, insurances, and all other
      expenses related to the successful completion of Exhibit C shall be the
      responsibility of Bio-Matrix and Entest.
    

    
      Expenses regarding intellectual property including legal fees and patent
      filings related to Section 5 of this Agreement will be the
      responsibility of Entest and Bio-Matrix.