Exhibit
      10.38

    

      AMENDMENT
        II to FIRMINVEST AG COMMITMENT LETTER

      


      This
        Second Amendment (“Amendment II”), effective as of October
        12, 2007
        (the
“Effective Date”), is attached to and made part of the commitment letter as
        amended (the “Commitment Letter”) between FirmInvest
        AG
        (“FirmInvest”) and CardioVascular
        BioTherapeutics, Inc.,
        a
        Nevada corporation (“Cardio”) regarding a foreign private placement being
        conducted under Regulation S of the Securities Act of 1993 to sell 15,000,000
        shares of common stock of CardioVascular BioTherapeutics, Inc. at US$1.00
        per
        shares (the “Reg S Offering”).

      


      WHEREAS,
        Cardio and FirmInvest desire to amend certain terms of the Commitment Letter
        and
        enter into this Amendment to reflect the new term agreed upon between the
        parties.

      


      NOW
        THEREFORE, in consideration of the mutual covenants contained in this Amendment,
        for valuable consideration the sufficiency of which is acknowledged, it is
        hereby agreed and stipulated as follows:

      


      1. The
        date
        in the second paragraph of the Commitment Letter shall be revised from
September
        28, 2007
        to
November
        9, 2007,
        such
        that the due date for the balance of the Reg S Offering shall be extended
        to
        such date.

      


      2. As
        an
        inducement to extend the Reg S Offering, FirmInvest shall purchase a warrant
        from Cardio at US$0.001 per share of Common Stock of Cardio (the “Purchase
        Price”) at an exercise price of US$1.00 per share of Common Stock of Cardio for
        up to Three Million Seven Hundred Thousand (3,700,000) shares for a total
        purchase price of the warrant of Three Thousand Five Hundred Dollars
        (US$3,700.00).

      


      All
        other
        terms in the Commitment Letter shall remain in full force and
        effect.

      


      IN
        WITNESS WHEREOF, the parties signing hereto execute this Amendment as of
        the
        Effective Date.


      


      
        	
                FirmInvest
                  AG 

              	
                CardioVascular
                  BioTherapeutics, Inc.

              


      

      
        	 	
                A
                  Nevada Corporation

              


      

      


      
        	
                By:
                  /s/ Frederic
                  Chanson                               
                  

              	
                By:
                  /s/ Mickael A.
                  Flaa                                  
                  

              


      

      


      
        	
                Print
                  Name: Frederic
                  Chanson                      
                  

              	
                Print
                  Name: Mickael A.
                  Flaa                          
                  

              


      

      


      
        	
                Title:
                  CEO                                                        
                  

              	
                Title:
                  CFO                                                         
                  

              


      

      


      
        	
                Date:
                  Oct. 12,
                  2007                                          

              	
                Date:
                  10/12/07                                                   

              


      


      
        
          
          

        

        
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