Unassociated Document


     

    Exhibit
      10.36

    

      
        	
                CONFIDENTIAL

              	
                Date:
                  08/16/07

              


      

    

    


    CardioVascular
      BioTherapeutics, Inc.

    


    GHL
      Financial Services Ltd., Inc. (“GHL”) is please to be engaged by CardioVascular
      BioTherapeutics, Inc. (the “Company”) to act as lead placement agent in the
      proposed offering, issuance and sale of the Company’s securities (the
“Securities”) by the Company (the “Transaction”). The term of this letter
      agreement (the “Agreement”) shall commence on the date hereof and continue until
      it is terminated by either party given 30 days notice in writing. 

    


    In
      connection with its engagement, GHL will perform services, which are normal
      and
      customary for a placement agent to perform in connection with the Transaction.
      In this capacity, GHL will endeavor to obtain commitments from investors
      (“Investors”) to purchase the Securities on a private placement basis in
      compliance with Regulation S promulgated under the Securities Act of 1934 (the
      “1934 Act”). Any financing arranged by GHL will be as the Company’s agent (on a
      best efforts basis) and not on an underwritten basis. To facilitate our efforts
      to place the Securities, you agree to direct all inquiries from prospective
      Investors to GHL during the period this engagement is in effect.

    


    The
      Company agrees to pay GHL for its services, under this Agreement, a Transaction
      Fee equal to 10% of aggregate gross proceeds received or to be received by
      the
      Company from the sale of Securities in any Transaction during the Term. Then
      GHL
      may disburse from that payment any necessary funds required to fulfill
      obligations between GHL and sub placing agents. 

    


    If
      during
      the Term, the Company decides to conduct a purchase or sale transaction,
      material acquisition or sale of assets or other extraordinary corporate
      transaction or a public or private offering of Securities, the Company agrees
      to
      notify GHL and to provide GHL with a right of first refusal to act as the
      exclusive financial advisor, lead placement agent or lead underwriter, as the
      case may be, or such other role as necessary and appropriate, for any such
      transaction or offering at fees and upon terms, customary and consistent with
      industry practice that would be agreed between the Company and GHL in good
      faith.

    


    Nothing
      contained herein constitutes a commitment on the part of the Company or GHL
      to
      complete any Transaction and GHL shall not have the power or authority to bind
      the Company to any terms or conditions of a Transaction. It is understood and
      agreed that this letter does not constitute a commitment by the Company to
      offer, issue or sell any Securities or by GHL to purchase or underwrite the
      sale
      of any Securities.

    


    The
      Company will furnish GHL with such information and documents regarding the
      Company and its business and financial condition (all such documents and
      materials, including those documents and materials prepared for Investors and
      all information filed by the Company with the Securities and Exchange Commission
      (the “SEC”) shall be, the “Information”) as GHL reasonably believes relevant and
      appropriate to its services under this Agreement. The Company agrees to
      cooperate fully with GHL in connection with its engagement hereunder, including
      making member of management and other employees available to GHL for purposes
      of
      satisfying GHL’s due diligence requirements and consummating the Transaction and
      agrees to commit such time and other resources as are reasonably necessary
      or
      appropriate to secure reasonable and timely success of the Transaction. The
      Company authorizes GHL to transmit to qualified prospective Investors copies
      of
      any public information regarding the Company and any purchase agreements or
      other legal documentation approved by the Company for use in connection with
      a
      Transaction.


    
      
        
        

      

      
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    The
      Company recognizes and agrees that in performing the services contemplated
      in
      this Agreement, GHL will be relying solely on the Information and that the
      Information will not be independently verified by GHL. Accordingly, the Company
      agrees that the Information, considered as a whole, will be complete and
      accurate in all material respects and not misleading. In addition, the Company
      agrees that all information regarding the Securities, including any term sheet,
      descriptions or other documentation, shall be complete and accurate in all
      respects and not misleading. The Company shall advise GHL promptly if it learns
      of any material inaccuracy, any omission of a material fact or any misleading
      statement in the Information or the Information regarding the Securities. The
      Company agrees that GHL does not have any responsibility for the accuracy or
      completeness of the Information; provided that the Company and its counsel
      have
      approved all information or materials presented to prospective Investors in
      advance. The Company has timely filed all reports required to be filed under
      the
      1934 Act, as amended and any other material reports or documents required to
      be
      filed with the SEC. All such reports and documents and any registration
      statements or prospectuses filed under the Act compiled, when filed, in all
      material respects with all applicable requirements of the 1934 Act and the
      Securities Act of 1933, as amended (the “Act”).

    


    Neither
      the Company nor any parties acting on its behalf will, directly or indirectly
      except through GHL, offer or sell, or solicit any offer to buy, any of the
      Securities during the Term. As used in this agreement, the terms “offer” and
“sale” have the meaning specified in Section 2(3) of the Act.

    


    The
      Company and GHL agrees to conduct the offering and sale of the Securities in
      a
      manner intended to comply with the registration or qualification requirements,
      or available exemptions therefrom, under applicable state “blue sky” laws or the
      securities laws of any other jurisdiction (collectively, the “Registration
      Exemptions”). The Company has not engaged in any offering of its securities that
      would jeopardize the availability of the Registration Exemptions.

    


    In
      the
      event the Company requests that GHL deliver certain documents and information
      relating to this engagement via electronic transmissions, the Company
      acknowledges and agrees that the privacy and integrity of the electronic
      transmissions cannot be guaranteed due to the possibility that third parties
      could intercept, view or alter such electronic transmissions. To the extent
      that
      any documents or information relating to this engagement are transmitted
      electronically, the Company agrees to release GHL from any loss or liability
      incurred in connection with the electronic transmission of any such documents
      and information, including the unauthorized interception, alteration or
      fraudulent generation and transmission of electronic transmission by third
      parties but excluding gross negligence and/or willful misconduct on GHL’s part.
      Under no circumstances will GHL be liable for any ordinary, direct, indirect,
      consequential, incidental, special, punitive or exemplary damages arising out
      of
      the foregoing, regardless of whether GHL has been apprised of the likelihood
      of
      such damages occurring.


    
      
        
        

      

      
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    The
      Company acknowledges and agrees that GHL has been retained to act as lead
      placement agent to the Company. In such capacity, GHL will act under this
      Agreement as an independent contractor and any duties of GHL arising out of
      its
      engagement pursuant to this Agreement shall be owed solely to the Company.
      It is
      understood that GHL’s responsibility to the Company is solely contractual in
      nature and that GHL does not owe the Company or any other party, any fiduciary
      duty as a result of its engagement.

    


    No
      advice
      rendered by GHL, whether formal or informal, may be quoted or referred to orally
      or in writing, reproduced or disseminated, by the Company or any of its
      affiliates (other than to officers, directors and legal counsel of the Company
      on a need to know basis) except to the extent legally required (after
      consultation with GHL and its counsel), without GHL’s prior written
      consent.

    


    The
      scope
      of GHL’s engagement shall be limited to those matters expressly set out in this
      Agreement and shall not include tax, legal, regulatory, accountancy or other
      technical advice or services. This letter shall not constitute an offer,
      agreement or commitment to lend by GHL or its affiliates.

    


    This
      Agreement shall be governed by and construed in accordance with, the laws of
      the
      State of Nevada without regard to its conflicts of law principles. GHL and
      the
      Company (on its own behalf and to the extent permitted by law, on behalf of
      its
      security holders) each waives any right to trial by jury in any action, claim,
      suit or proceedings with respect to GHL’s engagement as placement agent or its
      services hereunder. Solely for the purpose of enforcing this agreement and
      the
      related indemnification letter agreement, each of the Company and GHL hereby
      submits to the non-exclusive jurisdiction of any Federal or state court in
      the
      State of Nevada, City of Las Vegas and County and Clark and irrevocably agrees
      that all claims in respect of such action, claim, suit or proceeding may be
      determined in any such court. Service of process, summons, notice or document
      by
      mail to the Company’s address set forth above shall be effective service of
      process for any suit, action or other proceeding brought in such courts. Each
      of
      the Company and GHL irrevocably and unconditionally waives any objection to
      the
      laying of venue of any suit, action or other proceeding has been brought in
      an
      inconvenient forum. Each of the Company and GHL hereby waives all immunity
      from
      jurisdiction, service of process, attachment (both before and after judgment)
      and execution to which it might otherwise be entitled with respect to any
      immunity to the enforcement of any judgment relating to any such enforcement
      action.

    


    The
      Company agrees that GHL, at its option and expense, has the right to place
      advertisements in financial and other newspapers and journals describing its
      services to the Company hereunder. The Company must approve the form of such
      advertisement to be used in advance and in writing. If requested by GHL, the
      Company shall include a mutually acceptable reference to GHL in the press
      release (on other public announcements) made by the Company announcing the
      Transaction, to the extent permitted by law.


    
      
        
        

      

      
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    Either
      GHL or the Company without the written consent of the other party, which shall
      not be unreasonably withheld, may not assign this Agreement. The benefits of
      and
      the obligations and liabilities assumed in, this Agreement shall inure to the
      benefit of and be binding upon any successors and permitted
      assigns.

    


    No
      waiver, amendment or other modification of this Agreement shall be effective
      unless in writing and signed by each party to be bound thereby.

    


    Compliance
      Requirements for Subscriber(s) for Securities 

    


    GHL
      represents and warrants to the Company that it will use its best efforts to
      assure that (a) each Subscriber for Securities (the “Subscriber”), and, if
      applicable, the beneficial owner(s) of the Securities being subscribed for
      by
      the Subscriber, is (i) not currently identified on the Specially Designated
      Nationals and Blocked Persons List maintained by the Office of Foreign Assets
      Control, Department of Treasury (“OFAC”) and/or on any other similar list
      maintained by OFAC pursuant to any authorizing statute, Executive Order or
      regulation (collectively, the “List”), and (ii) not a person or entity with whom
      a citizen of the United States is prohibited to engage in transactions by any
      trade embargo, economic sanction, or other prohibition of United States law,
      regulation or Executive Order of the President of the United States; (b) none
      of
      the funds or other assets of the Subscriber constitute property of, or are
      beneficially owned, directly or indirectly, by any Embargoed Person (as
      hereinafter defined); (c) no Embargoed Person has any interest of any nature
      whatsoever in the Subscriber (whether directly or indirectly); (d) none of
      the
      funds of the Subscriber invested in the Company have been derived from any
      unlawful activity with the result that the investment in the Company is
      prohibited by law; and (e) the Subscriber has implemented procedures, and will
      consistently apply those procedures, to ensure the foregoing representations
      and
      warranties remain true and correct at all times. The term “Embargoed Person”
means any person, entity or government subject to trade restrictions under
      United States law, including, but not limited to, the International Emergency
      Economic Powers Act, 30 U.S.C.A. §1701 et seq., The Trading with the Enemy Act,
      50 U.S.C. App 1 et seq., and any Executive Orders or regulations promulgated
      thereunder with the result that the investment in the Company is prohibited
      by
      law or the Subscriber is in violation of law.

    


    GHL
      further represents and warrants that it will use its best efforts to assure
      that
      the Subscriber complies with all the requirements of United States law relating
      to money laundering, now or hereafter in effect, including without limitation
      the Money Laundering Control Act, 18 U.S.C. §§1956 and 1957, and the
      International Money Laundering Abatement and Financial Anti-Terrorism Act of
      2001, and all regulations under each of the foregoing.

    



    
      
        
        

      

      
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    If
      the
      foregoing meets with your approval, please sign both copies of this Agreement
      and return one fully executed copy to us. 

     

    Very
      truly yours,

    


    GHL
      Financial Services Ltd., Inc.

     

    By_____/s/Grant
      Gordon_______

    Its_____President_____________


    


    Agreed
      and Accepted as of the Date First Written Above:

    


    


    


    CardioVascular
      BioTherapeutics, Inc.

    


    


    


    


    By___/s/Mickael
      A. Flaa________

    Its____Chief
      Financial Officer____


    
      
        
        

      

      
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