Unassociated Document


     

    DEVELOPMENT
      AGREEMENT

     

     

    BETWEEN

     

    CARDIOVASCULAR
      BIOTHERAPEUTICS, INC.

     

    AND

     

    CARDIO
      NEO-GENESIS LP

     

     

    Dated
      as
      of November 11, 2008

     

     

     

     

     

     

     

     

    Exhibit
      10.1

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    TABLE
      OF
      CONTENTS

     

    
      
        	 	 	 	 	
                Page

              
	
                1

              	
                .

              	
                Definitions

              	
                1

              
	 	 	
                1.1

              	
                Definitions

              	
                1

              
	 	 	
                1.2

              	
                Singular
                  and Plural

              	
                1

              
	 	 	 	 	 
	
                2

              	
                .

              	
                Description
                  of Technology / Goal of Development

              	
                1

              
	 	 	 	 
	
                3

              	
                .

              	
                Development
                  Services

              	
                2

              
	 	 	
                3.1

              	
                License

              	
                2

              
	 	 	
                3.2

              	
                Development

              	
                2

              
	 	 	
                3.3

              	
                Disclaimer
                  of Warranties

              	
                3

              
	 	 	
                3.4

              	
                Rights
                  to Property

              	
                3

              
	 	 	
                3.5

              	
                Reports
                  and Records

              	
                3

              
	 	 	
                3.6

              	
                Other
                  Activities

              	
                4

              
	 	 	 	 	 
	
                4

              	
                .

              	
                Development
                  Fee

              	
                4

              
	 	 	 	 
	
                5

              	
                .

              	
                Revenue
                  Sharing from Product Sales

              	
                4

              
	 	 	 	 
	
                6

              	
                .

              	
                Representations
                  and Warranties of CVBT

              	
                5

              
	 	 	
                6.1

              	
                Organization

              	
                5

              
	 	 	
                6.2

              	
                Authorization

              	
                5

              
	 	 	
                6.3

              	
                Intellectual
                  Property Rights

              	
                5

              
	 	 	 	 	 
	
                7

              	
                .

              	
                Representations,
                  Warranties and Covenants of CNG

              	
                5

              
	 	 	 	 
	
                8

              	
                .

              	
                Insurance

              	
                5

              
	 	 	 	 
	
                9

              	
                .

              	
                Term
                  and Termination

              	
                6

              
	 	 	
                9.1

              	
                Term

              	
                6

              
	 	 	
                9.2

              	
                Events
                  of Termination

              	
                6

              
	 	 	
                9.3

              	
                Effect
                  of Termination

              	
                6

              
	 	 	 	 	 
	
                10

              	
                .

              	
                Indemnification

              	
                6

              
	 	 	 	 
	 	 	
                10.1

              	
                Indemnification
                  by CVBT

              	
                6

              
	 	 	
                10.2

              	
                Indemnification
                  by CNG

              	
                7

              
	 	 	
                10.3

              	
                Defense
                  of Claims

              	
                7

              
	 	 	
                10.4

              	
                Consequential
                  Damages

              	
                7

              
	 	 	 	 	 
	
                11

              	
                .

              	
                Miscellaneous

              	
                7

              
	 	 	
                11.1

              	
                No
                  Implied Waivers; Rights Cumulative

              	
                7

              
	 	 	
                11.2

              	
                Force
                  Majeure

              	
                7

              
	 	 	
                11.3

              	
                Relationship
                  of the Parties

              	
                7

              
	 	 	
                11.4

              	
                Notices

              	
                8

              
	 	 	
                11.5

              	
                Successors
                  and Assigns

              	
                8

              
	 	 	
                11.6

              	
                Amendments

              	
                9

              
	 	 	
                11.7

              	
                Governing
                  Law

              	
                9

              
	 	 	
                11.8

              	
                Taxes

              	
                9

              
	 	 	
                11.9

              	
                Severability

              	
                9

              
	 	 	
                11.10

              	
                Confidentiality

              	
                10

              
	 	 	
                11.11

              	
                Trading
                  Limitations

              	
                10

              
	 	 	
                11.12

              	
                Counterparts

              	
                10

              
	 	 	
                11.13

              	
                Entire
                  Agreement

              	
                10

              


      

    

     

    
      
        	
                SCHEDULES

              
	
                1.1

              	
                 Definitions

              
	
                2.1

              	
                 Description
                  of Heart Drug IP

              
	
                3.1

              	
                 Technology
                  License Agreement

              
	
                3.2.1

              	
                 Work
                  Plan

              
	
                4

              	
                 Development
                  Fee

              


      

    

     

    
      
        
        

      

      
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    DEVELOPMENT
      AGREEMENT

     

    This
      Development Agreement (the “Agreement”) is made as of November 11, 2008, by and
      between CardioVascular BioTherapeutics, Inc., a Delaware corporation (“CVBT”),
      and Cardio Neo-Genesis LP, a Nevada limited partnership (“CNG”).

     

    R
      E C
      I T A L S

     

    A. CVBT
      has
      developed certain intellectual property regarding a drug candidate for the
      treatment of severe coronary heart disease (“CHD”) (the “Heart Drug IP”) and is
      willing to license to CNG the Heart Drug IP for the purpose of further
      developing the Heart Drug IP and advancing a potential treatment for severe
      CHD
      in the FDA Process.

     

    B. CVBT
      has
      experience in the development of pharmaceutical products and has, or has access
      to, the facilities, equipment, employees and other resources to accomplish
      development activities, on behalf of CNG, with respect to the Heart Drug
      IP.

     

    C. CNG
      desires to engage CVBT to perform such services in connection with the
      Development, and CVBT is willing to provide such services.

     

    NOW,
      THEREFORE, in consideration of the mutual covenants set forth herein and for
      other good and valuable consideration, the receipt and sufficiency of which
      are
      hereby acknowledged, and in order to induce CVBT to enter into the Agreements,
      CVBT and CNG hereby agree as follows:

     

    1. Definitions.

     

    1.1 Definitions.
      All
      capitalized terms used herein and not otherwise defined shall have the
      respective meanings, to the extent such terms are used herein, set forth in
      Schedule 1.1 attached hereto, which is incorporated by this reference as though
      fully set forth herein.

     

    1.2 Singular
      and Plural.
      Singular and plural forms, as the case may be, of terms defined herein shall
      have correlative meanings.

     

    2. Description
      of Technology / Goal of Development.
      The
      Heart Drug IP is described in Schedule 2.1 attached hereto and incorporated
      herein by this reference. The goal of the Development is to advance the Heart
      Drug IP in the FDA Process. The parties hereto understand and acknowledge that
      the goal of the Development conducted under this Agreement is to result in
      a
      treatment for severe CHD that has been authorized for commercial exploitation
      by
      the FDA and further, both parties understand and acknowledge that there is
      no
      guarantee that the development conducted under this Agreement will result in
      a
      treatment for severe CHD authorized by the FDA for commercial exploitation.
      

     

    
      
        
        

      

      
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    3. Development
      Services.

     

    3.1 License.
      Pursuant to the Technology License Agreement of even date herewith, a copy
      of
      which is attached hereto as Schedule 3.1, CVBT has licensed to CNG the Heart
      Drug IP on a nonexclusive basis for the purpose of permitting CNG to participate
      with CVBT in the Development. CNG acknowledges that CVBT has pledged its
      interest in the Heart Drug IP as collateral for a prior loan financing entered
      into on March 20, 2006 as further described on Form 8-K filed on March 22,
      2006
      with a remaining balance due as of September 30, 2008 of $2,268,000 and that
      the
      rights of such lender are superior to those of CNG. CNG further acknowledges
      and
      understands that CVBT may enter into future research and development
      arrangements to further the advancement of the Heart Drug IP and related
      potential drug candidate, and that the rights of such research and development
      partnerships will be pari passu with those of CNG.

     

    3.2 Development.
      CNG
      hereby engages CVBT, and CVBT hereby accepts such engagement, to use
      commercially reasonable efforts to undertake the Development. Such services
      shall be provided as follows:

     

    3.2.1 Work
      Plan.
      The
      proposed work plan is attached as Schedule 3.2.1 and incorporated herein by
      this
      reference. The work plan may be revised by CVBT upon written notice to
      CNG.

     

    3.2.2 Conduct
      of Development.
      During
      the term of this Agreement, CVBT shall use commercially reasonable efforts
      to
      (a) conduct the Development on behalf of CNG in a prudent and skillful manner
      in
      accordance, in all material respects, with the work plan then in effect and
      applicable laws, ordinances, rules, regulations, orders, licenses and other
      requirements now or hereafter in effect and (b) diligently execute such work
      plan and report to CNG any significant deviations therefrom in a timely manner.
      CNG hereby appoints CVBT its exclusive agent, for the term of this Agreement,
      with the sole power and authority to file and prosecute all necessary regulatory
      applications and permits in CVBT’s name required to obtain FDA and other
      regulatory approvals for CVBT’s Development efforts. Without limiting the
      generality of the foregoing sentence, absent specific requirements of the FDA
      to
      the contrary, CVBT is authorized by CNG to conduct FDA trials in CVBT’s name.
      Using the Available Funds provided by CNG, CVBT shall furnish all labor,
      supervision, services, supplies and materials necessary to perform the
      Development in accordance with the work plan then in effect. In addition, CVBT
      agrees to use commercially reasonable efforts, on behalf of itself and CNG,
      to
      attempt to obtain and to sublicense any patent or technology license or
      sublicense from any Person, including CVBT that CVBT reasonably determines
      to be
      necessary or useful to enable CVBT to conduct the Development under this
      Agreement.

     

    3.2.3 Subcontracts.
      CNG
      acknowledges that CVBT may elect to subcontract to third parties a portion
      of
      the Development. CNG acknowledges and agrees that in performing the Development,
      CVBT may, and is hereby authorized to, without the prior written consent of
      CNG,
      engage or agree or otherwise collaborate with other Persons, including, without
      limitation, Affiliates of CVBT or entities performing other development
      activities for CVBT, to provide assistance in carrying out the
      Development.

     

    
      
        
        

      

      
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    3.3 Disclaimer
      of Warranties.
      CVBT
      cannot and does not guarantee that the Development will be successful in whole
      or in part or that any significant advancement in the FDA Process will occur.
      To
      the extent that CVBT has complied with Section 3.2.2 hereof, the failure of
      CVBT
      to further develop successfully the Heart Drug IP will not in and of itself
      constitute a breach by CVBT of any representation, warranty, covenant or other
      obligation under the Agreements. In addition, neither CVBT nor CNG makes any
      representation or warranty or guaranty that the development fee described in
      Section 4 will be sufficient for the completion of the Development contemplated
      in the work plan. Furthermore, nothing in this Agreement shall be construed
      as a
      representation made or warranty given that any patents or other registrable
      technology will issue from the Development. CNG understands that the Development
      shall involve technologies that have not been approved by any regulatory
      authority and that CVBT does not guaranty the safety, effectiveness, performance
      or usefulness of any drug or technology that results from the
      Development.

     

    3.4 Rights
      to Property.
      All
      right, title and interest to the data, know-how and enhancements of the Heart
      Drug IP and any other intellectual property resulting from the Development
      acquired or developed pursuant to this Agreement (the “Program IP”) including
      any submissions or applications to the FDA or any foreign equivalent made by
      CVBT in its name on behalf of itself or CNG shall be the exclusive property
      of
      CNG; provided, however, that such right, title and interest shall be subject
      in
      all events to that certain exclusive license agreement of even date herewith
      attached hereto as Schedule 3.1 and incorporated herein by this reference;
      and
      provided further, that CNG shall have no right to physical possession of the
      Program IP.

     

    3.5 Reports
      and Records.

     

    3.5.1 Progress
      Reports.
      Within
      30 days after the end of each calendar quarter during the term of this
      Agreement, CVBT shall deliver to CNG a report setting forth in reasonable detail
      a summary of the work performed pursuant to the work plan during the immediately
      preceding calendar quarter.

     

    3.5.2 Financial
      Reports.
      Within
      five (5) business days after the filing of its Form 10-Q with the SEC for the
      first three calendar quarters of each calendar year during the term of this
      Agreement, CVBT shall provide to CNG (a) a reasonably detailed report setting
      forth in respect of such quarter the revenues collected by CVBT based on the
      exploitation of any Treatment for severe CHD developed as a partial result
      of
      the Development, and (b) a check payable to CNG in an amount equal to the amount
      calculated pursuant to Section 5 hereof for that quarterly period. Within five
      (5) business days after CVBT files its Form 10-K with the SEC, it shall provide
      to CNG an audited report of the revenues collected by CVBT based on the
      exploitation of any treatment for severe CHD developed as a partial result
      of
      the Development for the prior fiscal year of CVBT. Any adjustments to the
      amounts paid or payable to CNG shall be made as a result of such audit at the
      time of delivery of such audit, and an appropriate payment will be made to
      CNG.

     

    3.5.3 Final
      Report.
      CVBT
      shall prepare a final report, within 90 days after the expiration or termination
      of this Agreement, setting forth in reasonable detail a summary of the work
      performed since the last report provided to CNG hereunder and the material
      developments with respect thereto and containing a final statement of, and
      payment based on, all applicable collected revenues upon which payment to CNG
      pursuant to Section 5 hereof are based and deliver such report to
      CNG.

     

    
      
        
        

      

      
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    3.5.4 Records/Review
      of Records.
      CVBT
      shall keep and maintain proper and complete records and books of account
      documenting all of its collected revenues based on the exploitation of any
      treatment for severe CHD developed as a partial result of the Development.
      At
      CNG’s request and expense, CVBT shall permit a certified independent public
      accountant selected by CNG to have access, no more than once in each calendar
      year during the term of this Agreement and each year for three calendar years
      following the termination hereof, during regular business hours and upon
      reasonable notice to CVBT, to such records and books for the sole purpose of
      determining the accuracy of the collected revenues reports. If such certified
      independent public accountant reasonably determines that the collected revenues
      reported have been, for any calendar year understated by CVBT by an amount
      equal
      to or greater than five percent, CVBT shall promptly forward any such
      underpayment to CNG and pay all reasonable fees and disbursements of such
      certified independent public accountant incurred in the course of making such
      determination. If such accountant reports an underpayment by CVBT of less than
      five percent, CVBT shall forward such underpayment to CNG and CNG shall pay
      all
      fees and expenses of such accountant. If such accountant reports an overpayment
      by CVBT, CNG will repay such overpayment and bear all fees and expenses of
      such
      accountant.

     

    3.6 Other
      Activities.
      During
      the term of this Agreement, CVBT shall devote such time and effort to the
      performance of services pursuant to this Agreement as may be necessary or
      appropriate to fulfill its duties under this Agreement; provided, however,
      it is
      specifically understood and agreed by CNG that CVBT shall not be required to
      devote itself, on a full-time basis, to the provision of such services and
      that
      CVBT shall have the right to engage in its own development activities for other
      drug candidates and in other business activities with other Persons, and CNG
      shall not, by virtue of this Agreement, have any right, title or interest in
      or
      to such independent activities or to the income or profits derived therefrom
      and, without limiting CVBT’s obligation to use commercially reasonable efforts
      to provide certain services hereunder, nothing set forth in this Agreement
      shall
      limit or reduce the ability of CVBT to carry on such other
      activities.

     

    4. Development
      Fee.
      The
      nonrefundable fee for the Development contemplated herein is set forth on
      Schedule 4 hereto which is incorporated herein by this reference. CNG hereby
      acknowledges that CVBT has in no way guaranteed any particular results from
      the
      Development; that, indeed, there may be no positive results from the
      Development; and that, as a consequence, it may receive no return of, or on,
      the
      Investment.

     

    5. Revenue
      Sharing from Product Sales.
      If, as
      a result of the Development, as well as additional and subsequent development
      of
      the Heart Drug IP, CVBT is able to commercialize or in any other way exploit
      value from the Heart Drug IP, CNG will be entitled to Five Percent (5%) of
      the
      gross cash actually collected by CVBT based on CVBT’s exploitation of the
      treatment for severe CHD (the participation). Such exploitation may include,
      without limitation, direct marketing by CVBT or its Affiliates and/or marketing,
      licensing, and/or partnering arrangements with other pharmaceutical companies.
      Payment of such amounts shall be made contemporaneously with the quarterly
      and
      annual revenue reports described in Section 3.5 hereof up to a maximum amount
      of
      the total investment in CNG by the limited partners (see Schedule 5) multiplied
      by twenty (20).
      CVBT
      acknowledges that raising capital for CNG from limited partners is expensive.
      CVBT accepts that CNG will pay the following marketing costs: 1) cost of
      preparing documents, and annual administrative and accounting costs, all
      together provided for as 2.5% of the capital raised by CNG from its limited
      partners; 2) a placement fee of 8% of the money raised; 3) a due diligence
      fee
      of 2% of the money raised; 4) a wholesale fee of 1% of the money raised; and
      5)
      a general partner’s profit participation of 20% of all royalties, after first
      200% of the limited partners’ original investment has been paid.

     

    
      
        
        

      

      
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    6. Representations
      and Warranties of CVBT.
      CVBT
      represents and warrants to CNG as follows:

     

    6.1 Organization.
      CVBT is
      a corporation duly organized, validly existing and in good standing under the
      laws of the State of Delaware with full corporate power and authority adequate
      for executing, delivering and performing its obligations under the
      Agreements.

     

    6.2 Authorization.
      The
      execution, delivery and performance of the Agreements have been duly authorized
      by all necessary corporate action on the party of CVBT and the Agreements shall
      constitute legal, valid and binding obligations of CVBT, enforceable against
      CVBT in accordance with its terms, subject to laws of general application
      related to bankruptcy, insolvency and the relief of debtors.

     

    6.3 Intellectual
      Property Rights.
      To the
      best of its knowledge, CVBT believes it has sufficient legal and/or beneficial
      title and ownership to the technology described on Schedule 2.1 hereof to
      license to CNG the Heart Drug IP as contemplated by this Agreement in Section
      3.1 and in the Technology Agreement. CVBT is not aware of, and has not received
      any communications alleging that, it has violated, or that CNG, by participating
      in the development of the Heart Drug IP as contemplated in this Agreement,
      would
      violate, any intellectual property rights of any third party. To the best of
      CVBT’s knowledge, there is no material unauthorized use, infringement or
      misappropriation of any of the technology described in Schedule 2.1 hereto.
      CVBT
      is not aware of, nor has it received any communications challenging, the
      ownership, validity or effectiveness of the technology in Schedule
      2.1.

     

    7. Representations,
      Warranties and Covenants of CNG.
      The
      representations, warranties and covenants of CNG set forth in Section 3.2 of
      the
      Technology Agreement are incorporated herein by this reference.

     

    8. Insurance.
      CVBT
      shall, to the extent available at commercially reasonable rates, maintain,
      with
      insurers or underwriters of good repute, such insurance relating to the
      Development, against such risks and pursuant to such terms, including deductible
      limits or self-insured retentions, as is customary for comparable businesses
      undertaking research and development programs of a similar nature, and shall,
      to
      the extent reasonably possible and not unreasonably expensive, cause CNG to
      named as an additional insured on its applicable insurance
      policies.

     

    
      
        
        

      

      
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    9. Term
      and Termination.

     

    9.1 Term.
      This
      Agreement shall be effective as of the date hereof and, unless earlier
      terminated, shall continue in full force and effect until such time as the
      maximum revenue sharing amount set forth in Section 5 has been
      paid.

     

    9.2 Events
      of Termination.

     

    9.2.1 Mutual
      Agreement.
      By
      mutual agreement, the parties hereto may at any time terminate this Agreement
      and the Development on mutually acceptable terms.

     

    9.2.2 Termination
      of Development.
      At any
      time, and upon notice to CNG, CVBT may elect to terminate the Development
      process due to insufficient progress or outright inability to make progress
      toward a commercially marketable Treatment for severe CHD.

     

    9.2.3 Termination
      After Full Payment.
      This
      Agreement shall terminate upon payment in full by CVBT to CNG of the maximum
      amount set forth in Section 5 hereof.

     

    9.3 Effect
      of Termination.
      If this
      Agreement is terminated pursuant to Sections 9.2.1, 9.2.2 or 9.2.3, neither
      party shall have any liability to the other except as agreed upon pursuant
      to
      the termination, and the ownership of the Heart Drug IP and the Program IP,
      including, without limitation, any patents derived therefrom, will revert to
      CVBT without further action on the part of any of the parties. To the extent
      that evidence of such reversion is required to be placed in a writing, CNG
      will,
      at CVBT’s request, execute and deliver to CVBT specific assignments of the Heart
      Drug IP or the Program IP and execute, acknowledge and deliver to CVBT such
      other documents and take such further actions as CVBT may consider necessary
      or
      appropriate to confirm or vest title in such intellectual property in CVBT.
      If
      the agreement is terminated pursuant to Section 9.2.2, Section 5 will survive
      the termination. Under no circumstances will CVBT have an obligation to refund
      any portion of the development fee.

     

    10. Indemnification.

     

    10.1 Indemnification
      by CVBT.
      CVBT
      shall indemnify the CNG Indemnitees, pay on demand and protect, defend, save and
      hold harmless each CNG Indemnitee from and against any and all Claims incurred
      by or asserted against any CNG Indemnitee of whatever kind or nature, including,
      without limitation, any claim or liability based upon (a) negligence warranty,
      strict liability, violation of government regulation or infringement of patent
      or other propriety rights, arising from or occurring as a result any of the
      Development or any other services to be performed by CVBT during the term of
      the
      Agreements pursuant to the Agreements, including, without limitation, any
      workers’ compensation claim by any CVBT employee or consultant or other Person
      or (b) any breach of the Agreements by CVBT, except, with respect to CNG
      Indemnitees in cases in which Claims of CNG Indemnitees are based upon the
      gross
      negligence or willful misconduct of an CNG Indemnitee. An CNG Indemnitee shall
      promptly notify CVBT of any Claim with respect to which an CNG Indemnitee is
      seeking indemnification hereunder, upon becoming aware thereof, and permit
      CVBT
      at CVBT’s cost to defend against such Claim and shall cooperate in the defense
      thereof.

     

    
      
        
        

      

      
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    10.2 Indemnification
      by CNG.
      CNG
      shall indemnify the CVBT Indemnitees, pay on demand and protect, defend, save
      and hold harmless each CVBT Indemnitee from and against any and all Claims
      incurred by or asserted against any CVBT Indemnitee of whatever kind or nature,
      including, without limitation, any claim or liability based upon negligence,
      warranty, strict liability, violation of government regulation or infringement
      of patent or other propriety rights, arising from or occurring as a result
      of
      any breach of the Agreements by CNG, except, with respect to CVBT Indemnitees,
      in cases in which Claims are based upon the gross negligence or willful
      misconduct of a CVBT Indemnitee. An Indemnitee hereunder shall promptly notify
      CNG of any Claim with respect to which such Indemnitee is seeking
      indemnification hereunder, upon becoming aware thereof, and permit CNG at CNG’s
      cost to defend against such Claim and shall cooperate in the defense
      thereof.

     

    10.3 Defense
      of Claims.
      None of
      CVBT or CNG shall enter into, or permit, any settlement of any Claim for which
      indemnification is being sought by such party hereunder without the express
      written consent of each other party (or a CVBT or CNG Indemnitee, as the case
      may be), which consent shall not be unreasonably withheld or delayed. Each
      party
      may, at its option and expense, have its own counsel participate in any
      proceeding which is under the direction of another party (the “Indemnifying
      Party”) and will cooperate with the Indemnifying Party and its insurer in the
      disposition of any such matter; provided, however, that if the Indemnifying
      Party shall not defend such Claim, the other party shall have the right to
      defend such Claim itself and recover from the Indemnifying Party all reasonable
      attorneys’ fees and expenses incurred by it during the course of such
      defense.

     

    10.4 Consequential
      Damages.
      None of
      the parties to this agreement shall be entitled to recover from another party
      hereto any special, incidental, consequential or punitive damages.

     

    11. Miscellaneous.

     

    11.1 No
      Implied Waivers; Rights Cumulative.
      No
      failure on the part of CVBT or CNG to exercise and no delay in exercising any
      right, power, remedy or privilege under this Agreement or provided by statute
      or
      at law or in equity or otherwise, including, without limitation, the right
      or
      power to terminate this Agreement, shall impair, prejudice or constitute a
      waiver of any such right, power, remedy or privilege or be construed as a waiver
      of any breach of this Agreement or as an acquiescence therein, nor shall any
      single or partial exercise of any such right, power, remedy or privilege
      preclude any other or further exercise thereof or the exercise of any other
      right, power, remedy or privilege.

     

    11.2 Force
      Majeure.
      CVBT
      and CNG shall each be excused for any failure or delay in performing any of
      their respective obligations under this Agreement, if such failure or delay
      is
      caused by a force, effect, cause or circumstance beyond the control of the
      nonperforming party.

     

    11.3 Relationship
      of the Parties.
      Nothing
      contained in this Agreement is intended or is to be construed to constitute
      CVBT
      and CNG as partners or joint venturers or one party as an employee of any other
      party. Except as expressly provided herein, no party hereto shall have any
      express or implied right or authority to assume or create any obligations on
      behalf of or in the name of any other party or to bind any other party to any
      contract, agreement or undertaking with any third party.

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

    11.4 Notices.
      All
      notices, requests and other communications to CVBT or CNG hereunder shall be
      in
      writing (including telecopy or electronic mail (“e-mail”) transmissions), shall
      refer specifically to this Agreement and shall be personally delivered or sent
      by telecopy, facsimile or e-mail transmission or by registered mail or certified
      mail, return receipt requested and postage prepaid, or by reliable overnight
      courier service, in each case to the respective address specified below (or
      to
      such address as may be specified in writing to the other party
      hereto):

     

    
      	
            	If
              to CVBT, addressed to:	
              CardioVascular
                BioTherapeutics, Inc.

            


    

    1635
      Village Center Circle

    Suite
      250

    Las
      Vegas, Nevada 89134

    Attention:
      Mickael A. Flaa, CFO

    Fax
      No.:
      702-304-2120

    E-mail:
      mflaa@cvbt.com

     

    with
      a
      copy to the attention of General Counsel (using the same information above
      except if via email, then also to vroth@cvbt.com)

     

    
      	
            	If
              to CNG, addressed to:	
              Cardio
                Neo-Genesis, LP

            


    

    3428
      Bedfordshire Place

    Las
      Vegas, Nevada 89129

    Attention:
      Jody L. Mack 

    Fax
      No.:
      702-341-6519

    E-mail:
      moxy2010@gmail.com

     

    Each
      party shall provide each other party with copies of any notices sent hereunder,
      with such copies sent at the same time as the original notice. Any notice or
      communication given in conformity with this Section 11.4 shall be deemed to
      be
      effective when received by the addressee, if delivered by hand, telecopy or
      electronic transmission, three days after mailing, if mailed and one business
      day after delivery either to a reliable overnight courier service or via any
      electronic means permissible under this Agreement provided the sender has
      confirmation of successful transmission.

     

    11.5 Successors
      and Assigns.
      The
      terms and provisions of this Agreement shall inure to the benefit of, and be
      binding upon, CVBT, CNG, and their respective successors and assigns; provided,
      however, that CVBT and CNG may not assign or otherwise transfer any of their
      respective rights and interests, nor delegate any of their respective
      obligations, hereunder, including, without limitation, pursuant to a merger
      or
      consolidation, without the prior written consent of the other party hereto;
      provided further, however, that CVBT may fully assign its rights and interests,
      and delegate its obligations, hereunder, effective upon written notice thereof
      (a) to an Affiliate if such Affiliate assumes all of the obligations of CVBT
      hereunder and this Agreement remains binding upon CVBT; or (b) to any Person
      that acquires all or substantially all of the assets of CVBT, or which is the
      surviving Person in a merger or consolidation with CVBT, if such Person assumes
      all the obligations of CVBT hereunder. Any attempt to assign or delegate any
      portion of this Agreement or the results of the Development in violation of
      this
      Section 11.5 shall be null and void. Subject to the foregoing any reference
      to
      CVBT or CNG hereunder shall be deemed to include the successors thereto and
      assigns thereof.

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

    11.6 Amendments.
      No
      amendment, modification, waiver, termination or discharge of any provision
      of
      this Agreement, nor consent by CVBT or CNG to any departure there from, shall
      in
      any event be effective unless the same shall be in writing specifically
      identifying this Agreement and the provision intended to be amended, modified,
      waived, terminated or discharged and signed by CVBT and CNG, and each amendment,
      modification, waiver, termination or discharge shall be effective only in the
      specific instance and for the specific purpose for which given and shall not
      be
      deemed to be a wavier, termination or discharge for any subsequent individual
      or
      repeated similar or different instance or purpose. No provision of this
      Agreement shall be varied, contradicted or explained by any other agreement,
      course of dealing or performance or any other matter not set forth in an
      agreement in writing and signed by CVBT and CNG.

     

    11.7 Governing
      Law.
      This
      Agreement shall be governed by and construed in accordance with the laws of
      the
      State of Delaware, as applied to contracts made and performed entirely within
      the State of Delaware. Except as otherwise provided herein, any claim or
      controversy arising out of or related to this contract or any breach hereof
      shall be submitted to a court of competent jurisdiction in the State of Nevada,
      and the parties hereby consent to the jurisdiction and venue of such
      court.

     

    11.8 Taxes.
      If a
      law or governmental regulation requires withholding of taxes on any payment
      due
      hereunder, such taxes shall be deducted from any amount to be remitted hereunder
      and shall be paid to the proper taxing authority, and proof of payment shall
      be
      provided to the party on whose behalf such taxes were paid as evidence of such
      payment in such form as required by the tax authorities having jurisdiction
      thereover.

     

    11.9 Severability.
      If any
      provision hereof should be held invalid, illegal or unenforceable in any respect
      in any jurisdiction, then, to the fullest extent permitted by law, (a) all
      other
      provisions hereof shall remain in full force and effect in such jurisdiction
      and
      shall be liberally construed in order to carry out the intentions of the parties
      hereto as nearly as may be possible and (b) such invalidity, illegality or
      unenforceability shall not affect the validity, legality or enforceability
      of
      such provision in any other jurisdiction. To the extent permitted by applicable
      law, CVBT and CNG hereby waive any provision of law that would render any
      provision hereof prohibited or unenforceable in any respect.

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

    11.10 Confidentiality.
      Any
      party receiving Confidential Information shall maintain the confidential and
      proprietary status of such Confidential Information, keep such Confidential
      Information and each part thereof within its possession or under its control
      sufficient to prevent any activity with respect to the Confidential Information
      that is not specifically authorized or contemplated by this Agreement, use
      all
      commercially reasonable efforts to prevent the disclosure of any Confidential
      Information to any other Person, and use commercially reasonable efforts to
      ensure that such Confidential Information is used only for those purposes
      specifically authorized or contemplated herein; provided, however, that such
      restriction shall not apply to any Confidential Information that is (a)
      independently developed by the receiving party outside the scope of this
      Agreement (provided, however, that such restriction shall apply to any
      technology grants by CVBT to CNG under this Agreement), (b) in the public domain
      at the time of its receipt or thereafter becomes part of the public domain
      through no fault of the receiving party, (c) received without an obligation
      of
      confidentiality from a third party having the right to disclose such
      information, (d) released from the restrictions of this Section 11.10 by the
      express written consent of the disclosing party, (e) disclosed to any permitted
      assignee, permitted sublicensee or permitted subcontractor of CVBT under the
      Agreements (if such assignee, sublicensee or subcontractor is subject to the
      provisions of this Section 11.10 or substantially similar provisions) or (f)
      required by law, statute, rule or court order to be disclosed provided the
      receiving party promptly provides sufficient notice to the disclosing party
      so
      that the disclosing party may seek a protective order or other confidential
      treatment (the disclosing party shall, however, use commercially reasonable
      efforts to obtain confidential treatment of any such disclosure). The
      obligations set forth in this Section 11.10 shall survive the expiration or
      termination of this Agreement. Without limiting the generality of the foregoing,
      CVBT and CNG each shall use commercially reasonable efforts to obtain, if not
      already in place, confidentiality agreements from their respective employees,
      subcontractors and agents, similar in scope to this Section 11.10, to protect
      the Confidential Information.

     

    11.11 Trading
      Limitations.
      In
      addition to being Confidential Information, the results of the Development
      will
      be deemed material nonpublic information until disclosed to the public by CVBT
      in a report to the Securities and Exchange Commission (the “SEC”), or, if
      applicable and/or permissible and/or appropriate, in a press release or
      published on CVBT’s web site in an event where a filing with the SEC is not
      required or is discretionary. If CNG is in possession of, or otherwise has
      knowledge of, the results of the Development before such public disclosure
      by
      CVBT, CNG acknowledges and agrees that it may not trade in CVBT securities.
      Further, CNG agrees to obtain a similar acknowledgment and agreement from its
      partners.

     

    11.12 Counterparts.
      This
      Agreement may be executed in any number of counterparts, each of which
      counterpart, when so executed and delivered, shall be deemed to be an original,
      and all of which counterparts, taken together, shall constitute one and the
      same
      instrument.

     

    11.13 Entire
      Agreement.
      This
      Agreement, together with any agreements referenced herein, constitute, on and
      as
      of the date hereof, the entire agreement of CVBT and CNG with respect to the
      subject matter hereof, and all prior or contemporaneous understandings or
      agreements, whether written or oral, between CVBT and CNG with respect to such
      subject matter are hereby superseded in their entirety.

     

     

    [REMAINDER
      OF THIS PAGE INTENTIONALLY LEFT BLANK]

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

    IN
      WITNESS WHEREOF, the parties have executed this Agreement as of the date first
      above written.

     

     

    
      	 	 CARDIOVASCULAR
              BIOTHERAPEUTICS, INC.
	 	 	 	 
	 	 By	/s/
              Mickael A. Flaa
	 	 	
              Mickael
                A. Flaa

              Its
                Chief Financial Officer

            
	 	 	 
	 	 	 	 
	 	 Cardio Neo-Genesis,
              LP
	 	 	 	 
	 	 By 	 Neo Cardio
              Partners,
              LLC
	 	 	 Its General
              Partner
	 	 	 
	 	 	 	 
	 	 	 By
              	/s/
              Jody L. Mack 
	 	 	 	Jody L. Mack
              Its
                Manager

            


    

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

     

    SCHEDULE
      1.1

     

    DEFINITIONS

     

    “Affiliate”
      of a person shall mean a Person that directly or indirectly through one or
      more
      intermediaries, controls, is controlled by or is under common control with
      such
      Person. “Control” (and, with correlative meanings, the terms “controlled by” and
“under common control with”) shall mean the possession of the power to direct or
      cause the direction of the management and policies of such Person, whether
      through the ownership of voting stock, by contract or otherwise. In the case
      of
      a corporation, “control” shall mean, among other things, the direct or indirect
      ownership of more than 50% of its outstanding voting stock.

     

    “Agreements”
      means the Development Agreement and the Technology License
      Agreement.

     

    “Available
      Funds” shall mean the Investment proceeds.

     

    “Claim”
      shall mean any and all liabilities, damages, losses, settlements, claims,
      actions, suits, penalties, fines, costs or expenses (including, without
      limitation, reasonable attorneys’ fees).

     

    “Confidential
      Information” shall mean the Heart Drug IP described in Schedule 2.1 hereof and
      all Program IP developed by CVBT (and its Affiliates) and disclosed to CNG
      pursuant to the Agreements.

     

    “CVBT
      Indemnitee” shall mean CVBT, its successors and assigns, and the directors,
      officers, employees, agents and counsel thereof.

     

    “Development”
      shall mean the further development of the Heart Drug IP for the purpose of
      advancing the FDA Process toward development of a treatment for severe CHD
      approved for commercialization by the FDA.

     

    “Development
      Agreement” shall mean the Development Agreement dated as of November 11, 2008
      between CVBT and CNG, as amended, modified or supplemented from time to
      time.

     

    “FDA”
      shall mean the United States Food and Drug Administration or any successor
      agency or authority, the approval of which is required to market biologic
      products in the United States.

     

    “FDA
      Process” shall mean the clinical trials and other activities necessary to obtain
      FDA approval for commercialization.

     

    “Form
      10-K” shall mean CVBT’s annual report on Form 10-K to the SEC pursuant to the
      Securities Exchange Act of 1934, as amended.

     

    
      
        
        

      

      
        1.1-1

        
          

        

      

      
        
        

      

    

     

    “Form
      10-Q” shall mean CVBT’s quarterly report on Form 10-Q to the SEC pursuant to the
      Securities Exchange Act of 1934, as amended.

     

    “Force
      Majeure” shall mean any act of God, any accident explosion, fire, storm,
      earthquake, flood, drought, peril of the sea, riot, embargo, war or foreign,
      federal, state or municipal order of general application, seizure, requisition
      or allocation, any failure or delay of transportation, shortage of or inability
      to obtain supplies, equipment, fuel or labor or any other circumstance or event
      beyond the reasonable control of the party relying upon such circumstance or
      event.

     

    “Investment”
      means the amount actually provided by CNG pursuant to its agreement in Section
      4
      hereof.

     

    “Person”
      shall mean any individual, partnership, corporation, firm, association,
      unincorporated organization, joint venture, trust or other entity.

     

    “Program
      IP” shall have the meaning ascribed to it in Section 3.4 hereof.

     

    “CNG
      Indemnitee” shall mean CNG, its successors and assigns, and the directors,
      officers, employees, agents and counsel thereof.

     

    “SEC”
      means the U.S. Securities and Exchange Commission.

     

    “Technology
      Agreement” shall mean the Technology License Agreement dated as of November 11,
      2008 among CVBT and CNG, as amended, modified or supplemented from time to
      time.

     

    
      
        
        

      

      
        1.1-2

        
          

        

      

      
        
        

      

    

     

    SCHEDULE
      2.1

     

    DESCRIPTION
      OF HEART DRUG IP

     

    CVBT
      has
      a proprietary position regarding the use of FGF-1 to promote angiogenesis in
      the
      heart. In particular, Patent No. 7,252,818 listed in the Table below, covers
      injection of the FGF-1 protein into the heart muscle by any method, which
      effectively blocks others from utilizing our approach. CVBT, in joint ownership
      with Phage Biotechnology, also holds numerous U.S. and foreign patents on the
      manufacturing process to produce FGF-1. 

    


    CVBT
      Patents and Patent Applications

    Current
      as of the date of this agreement

    


    Domestic
      Patents

    


    
      	
              Holder

            	
              Patent

            	
              Patent
                Number

            	
              Issue
                Date

            	
              Expiration

            
	
              CardioVascular
                BioTherapeutics, Inc./Phage Biotechnology Corporation

            	
              Phage-Dependent
                Super-Production Of Biologically Active Protein And
                Peptides

            	
              6,268,178

            	
              July
                31, 2001

            	
              May
                25, 2019

            
	
              CardioVascular
                BioTherapeutics, Inc./Phage Biotechnology Corporation

            	
              Phage-Dependent
                Super-Production Of Biologically Active Protein And
                Peptides

            	
              6,794,162

            	
              September
                21, 2004

            	
              May
                17, 2021

            
	
              CardioVascular
                BioTherapeutics, Inc./Phage Biotechnology Corporation

            	
              Phage-Dependent
                Super-Production Of Biologically Active Protein And
                Peptides

            	
              6,773,899

            	
              August
                10, 2004

            	
              August
                15, 2021

            
	
              CardioVascular
                BioTherapeutics, Inc./Phage Biotechnology Corporation

            	
              Method
                of Producing Biologically Active Human Acidic Firbroblast Growth
                Factor
                and its Use in Promoting Angiogenesis

            	
              6,642,026

            	
              November
                4, 2003

            	
              August
                15, 2021

            
	
              CardioVascular
                BioTherapeutics, Inc./Phage Biotechnology Corporation

            	
              Method
                of Producing Biologically Active Human Acidic Firbroblast Growth
                Factor
                and its Use in Promoting Angiogenesis

            	
              7,252,818

            	
              August
                7, 2007

            	
              August
                27, 2023

            
	
              CardioVascular
                BioTherapeutics, Inc./Phage Biotechnology Corporation

            	
              Kluyveromyces
                Strains Metabolizing Cellulosic and Hemicellulosis
                Materials

            	
              7,344,876

            	
              March
                18, 2008

            	
              January
                16, 2024

            


    

     

    
      
        
        

      

      
        3.1-1

        
          

        

      

      
        
        

      

    

     

    Foreign
      Patents

    


    
      	
              Holder

            	
              Country

            	
              Patent

            	
              Patent
                Number

            	
              Issue
                Date

            	
              Expiration

            
	
              CardioVascular
                BioTherapeutics, Inc./Phage Biotechnology Corporation

            	
              Australia

            	
              Phage-Dependent
                Super-Production Of Biologically Active Protein And
                Peptides

            	
              2001284914

            	
              May
                26, 2006

            	
              August
                15, 2021

            
	
              CardioVascular
                BioTherapeutics, Inc./Phage Biotechnology Corporation

            	
              Australia

            	
              Method
                of Producing Biologically Active Human Acidic Fibroblast Growth Factor
                and
                its Use in Promoting Angiogenesis

            	
              2001288256

            	
              July
                13, 2006

            	
              August
                15, 2021

            
	
              CardioVascular
                BioTherapeutics, Inc./Phage Biotechnology Corporation

            	
              Austria

            	
              Phage-Dependent
                Super-Production Of Biologically Active Protein And
                Peptides

            	
              1180153

            	
              April
                13, 2005

            	
              May
                24, 2020

            
	
              CardioVascular
                BioTherapeutics, Inc./Phage Biotechnology Corporation

            	
              Austria

            	
              Phage-Dependent
                Super-Production Of Biologically Active Protein And
                Peptides

            	
              E358135

            	
              March
                28, 2007

            	
              August
                15, 2021

            
	
              CardioVascular
                BioTherapeutics, Inc./Phage Biotechnology Corporation

            	
              Belgium

            	
              Phage-Dependent
                Super-Production Of Biologically Active Protein And
                Peptides

            	
              1180153

            	
              April
                13, 2005

            	
              May
                24, 2020

            
	
              CardioVascular
                BioTherapeutics, Inc./Phage Biotechnology Corporation

            	
              Belgium

            	
              Phage-Dependent
                Super-Production Of Biologically Active Protein And
                Peptides

            	
              1309604

            	
              March
                28, 2007

            	
              August
                15, 2021

            
	
              CardioVascular
                BioTherapeutics, Inc./Phage Biotechnology Corporation

            	
              Switzerland

            	
              Phage-Dependent
                Super-Production Of Biologically Active Protein And
                Peptides

            	
              1180153

            	
              April
                13, 2005

            	
              May
                24, 2020

            
	
              CardioVascular
                BioTherapeutics, Inc./Phage Biotechnology Corporation

            	
              Germany

            	
              Phage-Dependent
                Super-Production Of Biologically Active Protein And
                Peptides

            	
              1180153

            	
              April
                13, 2005

            	
              May
                24, 2020

            
	
              CardioVascular
                BioTherapeutics, Inc./Phage Biotechnology Corporation

            	
              Germany

            	
              Phage-Dependent
                Super-Production Of Biologically Active Protein And
                Peptides

            	
              60127561.6

            	
              March
                28, 2007

            	
              August
                15, 2021

            
	
              CardioVascular
                BioTherapeutics, Inc./Phage Biotechnology Corporation

            	
              Europe

            	
              Phage-Dependent
                Super-Production Of Biologically Active Protein And
                Peptides

            	
              1180153

            	
              March
                28, 2007

            	
              May
                24, 2020

            
	
              CardioVascular
                BioTherapeutics, Inc./Phage Biotechnology Corporation

            	
              Europe

            	
              Phage-Dependent
                Super-Production Of Biologically Active Protein And
                Peptides

            	
              1309604

            	
              March
                28, 2007

            	
              August
                15, 2021

            
	
              CardioVascular
                BioTherapeutics, Inc./Phage Biotechnology Corporation

            	
              France

            	
              Phage-Dependent
                Super-Production Of Biologically Active Protein And
                Peptides

            	
              1180153

            	
              April
                13, 2005

            	
              May
                24, 2020

            
	
              CardioVascular
                BioTherapeutics, Inc./Phage Biotechnology Corporation

            	
              France

            	
              Phage-Dependent
                Super-Production Of Biologically Active Protein And
                Peptides

            	
              1309604

            	
              March
                28, 2007

            	
              August
                15, 2021

            
	
              CardioVascular
                BioTherapeutics, Inc./Phage Biotechnology Corporation

            	
              United
                Kingdom

            	
              Phage-Dependent
                Super-Production Of Biologically Active Protein And
                Peptides

            	
              1180153

            	
              April
                13, 2005

            	
              May
                24, 2020

            
	
              CardioVascular
                BioTherapeutics, Inc./Phage Biotechnology Corporation

            	
              United
                Kingdom

            	
              Phage-Dependent
                Super-Production Of Biologically Active Protein And
                Peptides

            	
              1309604

            	
              March
                28, 2007

            	
              August
                15, 2021

            
	
              CardioVascular
                BioTherapeutics, Inc./Phage Biotechnology Corporation

            	
              Ireland

            	
              Phage-Dependent
                Super-Production Of Biologically Active Protein And
                Peptides

            	
              1180153

            	
              April
                13, 2005

            	
              May
                24, 2020

            
	
              CardioVascular
                BioTherapeutics, Inc./Phage Biotechnology Corporation

            	
              Ireland

            	
              Phage-Dependent
                Super-Production Of Biologically Active Protein And
                Peptides

            	
              1309604

            	
              March
                28, 2007

            	
              August
                15, 2021

            
	
              CardioVascular
                BioTherapeutics, Inc./Phage Biotechnology Corporation

            	
              Italy

            	
              Phage-Dependent
                Super-Production Of Biologically Active Protein And
                Peptides

            	
              1309604

            	
              March
                28, 2007

            	
              August
                15, 2021

            
	
              CardioVascular
                BioTherapeutics, Inc./Phage Biotechnology Corporation

            	
              Korea

            	
              Phage-Dependent
                Super-Production Of Biologically Active Protein And
                Peptides

            	
              10-0761486

            	
              September
                18, 2007

            	
              August
                15, 2021

            
	
              CardioVascular
                BioTherapeutics, Inc./Phage Biotechnology Corporation

            	
              Liechtenstein

            	
              Phage-Dependent
                Super-Production Of Biologically Active Protein And
                Peptides

            	
              1180153

            	
              April
                13, 2005

            	
              May
                24, 2020

            
	
              CardioVascular
                BioTherapeutics, Inc./Phage Biotechnology Corporation

            	
              Netherlands

            	
              Phage-Dependent
                Super-Production Of Biologically Active Protein And
                Peptides

            	
              1309604

            	
              March
                28, 2007

            	
              August
                15, 2021

            
	
              CardioVascular
                BioTherapeutics, Inc./Phage Biotechnology Corporation

            	
              Spain

            	
              Phage-Dependent
                Super-Production Of Biologically Active Protein And
                Peptides

            	
              1309604

            	
              March
                28, 2007

            	
              August
                15, 2021

            
	
              CardioVascular
                BioTherapeutics, Inc./Phage Biotechnology Corporation

            	
              Switzerland

            	
              Phage-Dependent
                Super-Production Of Biologically Active Protein And
                Peptides

            	
              1309604

            	
              March
                28, 2007

            	
              August
                15, 2021

            


    

     

    
      
        
        

      

      
        3.1-2

        
          

        

      

      
        
        

      

    

     

    SCHEDULE
      3.1

     

    TECHNOLOGY
      LICENSE AGREEMENT

     

     

     

    
      
        
        

      

      
        3.1-3

        
          

        

      

      
        
        

      

    

     

    SCHEDULE
      3.2.1

     

    WORK
      PLAN

     

    We
      have
      initiated our Phase II Clinical Trial in patients with severe angina and
      coronary heart disease. Screening of patients has commenced and it is
      anticipated the first patients will be dosed in early November, 2008. We
      estimate it will take approximately 12 months to enroll and treat the proposed
      120 patients that will be included in this double-blind, placebo-controlled
      trial examining three doses of FGF-1. This would allow us to start our pivotal
      Phase III trial in 2010, which should run for approximately 12-24 months,
      followed by preparation and submission of a New Drug Application (NDA) to the
      FDA. A timetable for these activities is given below in the product development
      table (Table I).

    


    The
      international clinical research organization, Kendle, is running the Phase
      II
      clinical trial for CVBT, and with the input of the Cordis Corp, the manufacturer
      of the NOGA catheter system, has lined up a very impressive list of hospitals
      and medical centers which are working their way through the approval process
      to
      participate in the heart trial. 

     

    

     

    
      
        
        

      

      
        3.2.1-1

        
          

        

      

      
        
        

      

    

     

    SCHEDULE
      4

     

    DEVELOPMENT
      FEE

     

    Up
      to
      $15,000,000

     

    $173,000
      payable
      upon execution of the sponsor agreement, up to $15,000,000
      on a
      best-efforts basis not later than April 30, 2009. Scheduled closings at 3:00
      p.m. Thursdays unless the parties agree otherwise.

     

    


     

    Schedule
      of Amounts Paid

     

    

      
        	 	 	 	 	
                Acknowledged
                  Receipt by CVBT

              
	 	 	 	 	 
	
                Date

              	 	
                Amount

              	 	
                Name

              	 	
                Initials

              
	 	 	 	 	 	 	 
	
                11/11/08

              	 	
                $173,000

              	 	
                Mickael
                  A. Flaa

              	 	 
	 	 	 	 	 	 	 
	
                Total

              	 	
                $173,000

              	 	 	 	 


      

       

    

    
      	 	
              /s/
                Mickael A. Flaa

            
	 	 
	 	
              By
                CVBT on 11/11/08

               
                (date)

            


    

     

    
      
        
        

      

      
        3.2.1-2

        
          

        

      

      
        
        

      

    

    
 

    SCHEDULE
      5

     

    Schedule
      of Units Issued in CNG

     

     

     

     

     

    
      
        
        

      

      
        3.2.1-3