September 30, 2010







EXHIBIT 10.1  












      September 30, 2010




Mr. Angel Rodriguez

Bioheart, Inc. 

13794 N.W. 4th Street 

Suite 212 

Sunrise, FL 33325




Dear Angel:

Seaside National Bank and Trust (SNBT), a national bank (the "Bank"), has conditionally approved a $980,000 Loan (the "Loan") for your company. The conditional approval is based upon the accuracy of all facts, statements and financial information submitted to the Bank as part of the request for the Loan. It is also conditioned upon the general terms outlined below (the terms hereof are not inclusive of all loan terms and additional terms and conditions may be contained in the loan documents) and subject to execution and/or delivery of all documents required by the Bank in connection with the closing of the Loan.

BORROWER:

Bioheart, Inc.

PURPOSE:

To support working capital, refinance existing Note with Bank of America.




LOAN AMOUNT:

$980,000.00




REPAYMENT TERMS:

The Loan shall be
represented and evidenced by a promissory note. During the term of the Loan,
interest only shall be payable quarterly, or every 90 days, beginning 90 days
from closing on the amount disbursed under the Loan. Any and all outstanding,
unpaid and/or accrued principal and interest shall be due and payable on or
before the Maturity Date.




MATURITY DATE:

The Loan shall expire 364
days from closing at which time, all principal and accrued interest is due and
payable. At said expiration date, the Loan may be renewed, subject to the
Borrower's continued banking relationship with the Bank, as well as continued
satisfactory financial condition of the Borrower, in the opinion and sole
discretion of the Bank.










BOCA RATON OFFICE

18OO NORTH MILITARY

SUITE lOO

BOCA RATON. FLORIDA 33431

P   561.226.4120

F   
561.226.4119

SEASIDEBANK.COM 

MEMBER FDIC



















INTEREST RATE:

Floating at the Bank's Prime Rate, with a minimum floor rate of 4.25%.




Interest due on the Loan
shall be calculated on the basis of a year containing 360 days and shall be
calculated based on the actual number of days elapsed.




COLLATERAL:

The Loan shall be secured by the following:




1.

Assignment of Certificate of Deposit held at
the Bank in the name of Mr. Dan Marino in the amount of $500,000.

2.

Assignment of a Certificate of Deposit held at
the Bank in the name of Jason Taylor in the amount of $575,000.

3.

Assignment of a 3 month continuously renewable
Certificate of Deposit held at the Bank in the name of Jason Taylor in the
amount of $25,000, as an interest payment reserve.




LOAN FEE:

$3,500.00 will be due and payable at closing.




GUARANTOR:

None.




SPECIAL CONDITIONS:

The Loan is subject to the following additional conditions and covenants:

n

Loan will
require at all times during the life of the Loan a 3 month interest payment
reserve held at the Bank as a 3 month Certificate of Deposit assigned to the
Bank.

n

The Borrower's primary operating accounts shall be held at the Bank.




Our
conditional approval to extend the Loan is contingent upon the satisfaction of
the following conditions, which may be waived by the Bank in its sole
discretion.

1.
  Financial
Reporting Requirements.
During the term of the Loan,
the Borrower will deliver, or cause to be delivered, to the Bank copies of each
of the following:




(a)

Certain Financial
Statements, including but not limited to a Balance Sheet and Income Statement
from time to time as reasonable requested by the Bank.




















2.

Management Control and Ownership. During the term of the Loan, without the prior written consent of the Bank, there will be no change in the control or ownership of the Borrower.

3.

Organizational Documents. The Borrower shall provide to the Bank copies of the Articles of Incorporation and Bylaws of the Borrower, including all amendments, prior to the Loan Closing.

4.

Good Standing Certificates. Prior to the Loan Closing, the Borrower shall provide to the Bank a good standing certificate issued by the Secretary of State of the State of Florida.

5.

Approval of Documents. The Borrower shall duly execute and/or deliver such instruments, documents, assurances, and do such other acts and things as the Bank may reasonably request, to effect the purpose of the transactions described herein. All proceedings, agreements, instruments, documents, and other matters relating to the Loan, and all other transactions herein contemplated, shall be satisfactory to the Bank.

6.

Fees and Expenses. By acceptance of this Conditional Approval Letter, the Borrower agrees to pay, regardless of whether or not the Loan closes, any out-of-pocket expenses incurred by the Bank in connection with the underwriting of or incidental to the Loan as well as any post-closing costs.

7.

Survival of Conditional Approval Letter/Conflict with  Loan Documents.

The terms and conditions of this Conditional Approval Letter not incorporated into the loan documents executed in connection herewith shall, to the extent applicable, survive the closing of the Loan and remain binding on the parties hereto unless otherwise agreed to in writing signed by all parties hereto. In the event of a conflict between this Conditional Approval Letter and the loan documents, the loan documents will control subject, however, to the right of the Bank to require that the terms of Conditional Approval Letter be complied with, in which event, the Conditional Approval Letter shall govern as to said terms so elected by the Bank.

8.

Modifications. Any modification of this Conditional Approval Letter or any part thereof shall only be valid and binding if in writing and executed by the Bank and the Borrower.

9.

Law Governing. This Conditional Approval Letter shall be construed in accordance with and governed by the laws of the State of Florida, without giving preference to any conflicts of laws principles.

10.

Litigation Expenses. In any litigation (including any arbitration or bankruptcy proceedings) arising from this Conditional Approval Letter or any loan document, the prevailing party shall be entitled to recover and receive its reasonable attorneys' fees and costs, including those for any appeal, and said 




















amount shall be secured by the Collateral securing the Loan if a Loan Closing has been held.

11.

Waiver of Jury Trial. If any lawsuit arises under this Conditional Approval Letter, the Loan, any loan document, or any other aspect of any transaction between the Bank and Borrower, each party expressly waives any right to a jury trial.

Unless extended by the Bank in writing, this Conditional Approval Letter shall expire at the close of business on October 15, 2010. This Conditional Approval Letter supercedes any prior Conditional Approval Letters issued to the Borrower by the Bank. This Conditional Approval Letter is not assignable. If the terms and conditions set forth herein are acceptable to you, please so indicate by signing and returning a copy to me by such date. Otherwise, this Conditional Approval Letter shall become null and void.

If you have any questions with regard to the foregoing, please do not hesitate to call me at 561.226.4129. I look forward to working with you.

Best regards

/s/Chuck Hicks

On behalf of Roland Valdivieso

SEASIDE NATIONAL BANK & TRUST







Accepted and Agreed on this 30th day of September, 2010

BORROWER: BIOHEART, INC.




Authorized Signatory : /s/ Catherine Sulawske-Guck

By:    Catherine Sulawske-Guck

Its:    Chief Operating Officer