LINE OF CREDIT PROMISSORY NOTE
$700,000 Date: June 10, 2012
FOR VALUE RECEIVED, Entest BioMedical Inc., ("Borrower")
promises to pay to the order of the Sherman Family Trust ("Lender") the principal sum of Seven Hundred Thousand Dollars
($700,000), or so much thereof as may be disbursed to, or for the benefit of the Borrower by Lender in Lender's sole and absolute
discretion. It is the intent of the Borrower and Lender hereunder to create a line of credit agreement between Borrower and Lender
whereby Borrower may borrow up to $ 700,000 from Lender. This agreement shall also be the terms and conditions of any and all borrowed
amounts outstanding as of this date.
INTEREST & PRINCIPAL: The unpaid principal of this
line of credit shall bear simple interest at the rate of ten percent (10%) per annum. Interest shall be calculated based on the
principal balance as may be adjusted from time to time to reflect additional advances or payments made hereunder. Principal balance
and accrued interest shall become due and payable in whole or in part at the demand of the Lender.
REPRESENTATIONS AND WARRANTIES OF BORROWER
Borrower (a) is a corporation duly formed, validly existing
and in good standing under the laws of the State of Nevada 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.
None of the execution, delivery and performance of this Agreement
by Borrower, or the consummation of the transactions contemplated hereby and thereby (a) constitute or will constitute a violation
of the organizational documents of Borrower, (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 Borrower,
loan agreement, lease or other agreement or instrument to which Borrower is a party or by which Borrower or any of its properties
may be bound
By: /s/ David Koos