ASSIGNMENT AND ASSUMPTION

Exhibit 10.1

ASSIGNMENT AND ASSUMPTION

Pursuant to the Termination Agreement (the “Termination Agreement”), dated as of the date hereof, between MSH Ventures, Inc. (“MSH”), CapRegen plc and Natural Biosciences Inc. (“NBI”), NBI has agreed to assign all of its rights under the Exclusive License Agreement (the “License Agreement”) dated as of December 1, 2008 between University of Cologne (“University”) and NBI, as well as all related good will and know how, to MSH or its designee (the “Assignment”).  

For good and valuable consideration, the receipt of which is hereby acknowledged, MSH hereby designates Total Nutraceutical Solutions Inc. (“TNS”) as its designee for purposes of the Assignment.  TNS agrees to be bound by all the terms of the License Agreement and promptly to remit to University all past due amounts currently owed to University by NBI under the License Agreement and otherwise to perform NBI’s past due obligations thereunder, including making payment of the initial license payment under Section 5.1, covering all patent filing and maintenance expenses required under the License Agreement, promptly entering into a research Plan called for by the License Agreement and providing any past due reports or documentation.  TNS will also assume all of NBI’s obligations going forward under the License Agreement

In consideration for the Assignment, TNS has agreed with MSH, as follows:

1.

It shall promptly issue one million (1,000,000) share of unregistered shares of its common stock to MSH;

2.

Upon the issuance of the first patent in the United States or Europe of any product or technology covered by the License Agreement, TNS will issue an additional 500,000 unregistered shares of its common stock to MSH (subject to adjustment for stock splits, recapitalizations and the like);

3.

Upon the successful commercialization of any product or technology covered by the License Agreement, TNS will (i) issue an additional 500,000 unregistered shares of its common stock to MSH (subject to adjustment for stock splits, recapitalizations and the like) and (ii) grant to MSH a royalty equal to 2.5% of the Net Sales of any such product or technology (as Net Sales is customarily defined in licensing arrangements of this type); provided, however, that if TNS has sublicensed such products or technologies to a third party, such payment shall equal 20% of any sublicensing payments received by TNS from the sublicensee (in the form of payments of sublicensing or periodic maintenance fees, milestone payments or royalties).

TNS represents and warrants to MSH that his Assignment and Assumption has been duly approved by the disinterested members of its Board of Directors and represents the binding and enforceable obligation of TNS.

Dated:  October 26, 2009

MSH Ventures, Inc.

By: /s/  Xxxxxx X. Xxxxxxx

Xxxxxx X. Xxxxxxx, President

ACCEPTED AND AGREED:

TOTAL NUTRACUETICAL SOLUTIONS INC.

By: /s/  Xxxxxx X. Xxxxxxx

Xxxxxx X. Xxxxxxx

Chairman of the Board and CEO