____________________________


BIOHEART, INC. 

1999 DIRECTORS AND CONSULTANTS STOCK OPTION PLAN 
as amended and restated effective as of February 24, 2010


____________________________


 


          1.
Purpose. The purpose of this Plan is to advance the interests of
BIOHEART, INC., a Florida corporation (the “Company”), and its Subsidiaries by
providing an additional incentive to attract and retain qualified and competent
persons who provide management services and upon whose efforts and judgment the
success of the Company and its Subsidiaries is largely dependent, through the
encouragement of stock ownership in the Company by such persons. 


          2.
Definitions. As used herein, the following terms shall have the meaning
indicated: 


               (a)
“Board” shall mean the Board of Directors of the Company. 


               (b)
“Code” shall mean the Internal Revenue Code of 1986, as amended from time to
time. 


               (c)
“Committee” shall mean the committee appointed by the Board pursuant to Section
13(a) hereof, or, if such committee is not appointed, the Board. 


               (d)
“Common Stock” shall mean the Company’s Common Stock, par value $.01 per share.



               (e)
“Company” shall mean BIOHEART, INC., a Florida corporation.


               (f)
“Director” shall mean a member of the Board.


               (g)
“Effective Date” shall mean December 1, 1999. 


               (h)
“Fair Market Value” of a Share on any date of reference shall mean the fair
market value of a Share of the Company’s Common Stock on that date, as
determined by the Committee in a fair and uniform manner. After the
Publicly-Traded Date, the Fair Market Value shall mean the “Closing Price” (as
defined below) of the Common Stock on the business day immediately preceding
the date of reference, unless the Committee in its sole discretion shall
determine otherwise in a fair and uniform manner. For the purpose of
determining Fair Market Value, the “Closing Price” of the Common Stock on any
business day shall be (i) if the Common Stock is listed or admitted for trading
on any United States national securities exchange, or if actual transactions
are otherwise reported on a consolidated transaction reporting system, the last
reported sale price of Common Stock on such exchange or reporting system, as
reported in any newspaper of general circulation, (ii) if the Common Stock is
quoted on the National Association of Securities Dealers Automated Quotations
System (“NASDAQ”), or any similar system of automated dissemination of
quotations of securities prices in common use, the last reported sale 







price of
Common Stock on such system or, if sales prices are not reported, the mean
between the closing high bid and low asked quotations for such day of Common
Stock on such system, as reported in any newspaper of general circulation or
(iii) if neither clause (i) or (ii) is applicable, the mean between the high
bid and low asked quotations for the Common Stock as reported by the National
Quotation Bureau, Incorporated if at least two securities dealers have inserted
both bid and asked quotations for Common Stock on at least five of the ten
preceding days. 


               (i)
“Internal Revenue Code” shall mean the Internal Revenue Code of 1986, as
amended from time to time. 


               (j)
“Officer” shall mean the Company’s Chairman of the Board, President, Chief
Executive Officer, principal financial officer, principal accounting officer,
any vice-president of the Company in charge of a principal business unit,
division or function (such as sales, administration or finance), any other
officer who performs a policy-making function, or any other person who performs
similar policy-making functions for the Company. Officers of Subsidiaries shall
be deemed Officers of the Company if they perform such policy-making functions
for the Company. As used in this paragraph, the phrase “policy-making function”
does not include policy-making functions that are not significant. If pursuant
to Item 401(b) of Regulation S-K (17 C.F.R. § 229.401(b)) the Company identifies
a person as an “executive officer,” the person so identified shall be deemed an
“Officer” even though such person may not otherwise be an “Officer” pursuant to
the foregoing provisions of this paragraph. 


               (k)
“Option” (when capitalized) shall mean any option granted under this Plan. 


               (l)
“Option Agreement” means the agreement between the Company and the Optionee for
the grant of an option. 


               (m)
“Optionee” shall mean a person to whom a stock option is granted under this
Plan or any person who succeeds to the rights of such person under this Plan by
reason of the death of such person. 


               (n)
“Outside Director” shall mean a member of the Board who qualifies as an
“outside director” under Section 162(m) of the Internal Revenue Code and the
regulations thereunder and as a “Non-Employee Director” under Rule 16b-3
promulgated under the Securities Exchange Act. 


               (o)
“Plan” shall mean this Stock Option Plan for the Company. 


               (p)
“Publicly-Traded Date,” when applied to the Shares, shall mean the date on
which the Common Stock of the Company, or the stock of any successor company
into which the Shares are substituted or exchanged, is registered pursuant to
Section 12(b) or 12(g) of the Securities Exchange Act. 


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               (q)
“Securities Exchange Act” shall mean the Securities Exchange Act of 1934, as
amended. 


               (r)
“Share” shall mean a share of Common Stock. 


               (s)
“Subsidiary” shall mean any corporation (other than the Company) in any
unbroken chain of corporations beginning with the Company if, at the time of
the granting of the Option, each of the corporations other than the last
corporation in the unbroken chain owns stock possessing 50 percent or more of
the total combined voting power of all classes of stock in one of the other
corporations in such chain. 


          3.
 Shares Available for Option Grants.
The Committee or the Board may grant to Optionees from time to time Options to purchase
an aggregate of up to Two Million (2,000,000) Shares from the Company’s
authorized and unissued Shares, less the number of Shares with respect to
issued and outstanding Options granted under the Company’s 1999 Officers and
Employees Stock Option Plan (the “Employee Plan”). If any Option granted under
the Plan and/or the Employee Plan shall terminate, expire, or be canceled or
surrendered as to any Shares, new Options may thereafter be granted covering
such Shares. 


          4.
Conditions for Grant of Options. 


               (a)
Each Option shall be evidenced by an option agreement that may contain any term
deemed necessary or desirable by the Committee or the Board, provided such
terms are not inconsistent with this Plan or any applicable law. Optionees
shall be (i) Directors who are not employees of the Company or of any
Subsidiary, and (ii) those persons selected by the Committee or the Board who
provide consulting or other services as independent contractors to the Company.
Any person who files with the Committee, in a form satisfactory to the
Committee, a written waiver of eligibility to receive any Option under this
Plan shall not be eligible to receive any Option under this Plan for the
duration of such waiver. 


               (b)
In granting Options, the Committee or the Board shall take into consideration
the contribution the person has made to the success of the Company or its
Subsidiaries and such other factors as the Committee shall determine. The
Committee or the Board shall also have the authority to consult with and
receive recommendations from officers and other personnel of the Company and
its Subsidiaries with regard to these matters. The Committee or the Board may
from time to time in granting Options under the Plan prescribe such other terms
and conditions concerning such Options as it deems appropriate, including,
without limitation, (i) prescribing the date or dates on which the Option
becomes exercisable, (ii) providing that the Option rights accrue or become
exercisable in installments over a period of years, or upon the attainment of
stated goals or both, or (iii) relating an Option to the continued service of
the Optionee for a specified period of time, provided that such terms and
conditions are not more favorable to an Optionee than those expressly permitted
herein. 


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               (c)
Neither the Plan nor any Option granted under the Plan shall confer upon any
person any right to service or continuance of service with the Company or its
Subsidiaries. 


               (d)
Notwithstanding any other provision of this Plan, and in addition to any other
requirements of this Plan, the aggregate number of Options granted to any one
Optionee may not exceed Six Hundred Thousand (600,000), subject to adjustment
as provided in Section 10 hereof. 


          5.
Option Price. The option price per Share of any Option shall be any
price determined by the Committee but shall not be less than the par value per
Share. 


          6.
Exercise of Options. An Option shall be deemed exercised when (i) the
Company has received written notice of such exercise in accordance with the
terms of the Option, and (ii) full payment of the aggregate option price of the
Shares as to which the Option is exercised has been made. The consideration to
be paid for the Shares to be issued upon exercise of an Option, as well as the
method of payment of the exercise price, shall be determined by the Committee
or the Board and may, in the discretion of the Committee or the Board, consist
of: (1) cash, (2) certified or official bank check, (3) money order, (4) Shares
that have been held by the Optionee for at least six (6) months (or such other
Shares as the Company determines will not cause the Company to recognize for a
financial accounting purposes a change for compensation expense), (5) the
withholding of Shares issuable upon exercise of the Option, (6) pursuant to a
“cashless exercise” procedure, by delivery of a properly executed exercise
notice together with such other documentation, and subject to such guidelines,
as the Board or the Committee shall require to effect an exercise of the Option
and delivery to the Company by a licensed broker acceptable to the Company of
proceeds from the sale of Shares or a margin loan sufficient to pay the
exercise price and any applicable income or employment taxes, or (7) in such
other consideration as the Committee or the Board deems appropriate, or by a
combination of the above. The Committee or the Board in its sole discretion may
accept a personal check in full or partial payment of any Shares. If the
exercise price is paid in whole or in part with Shares, or through the
withholding of Shares issuable upon exercise of the Option, the value of the
Shares surrendered or withheld shall be their Fair Market Value on the date the
Option is exercised. The Company in its sole discretion may, on an individual
basis or pursuant to a general program established in connection with this
Plan, lend money to an Optionee, guarantee a loan to an Optionee, or otherwise
assist an Optionee to obtain the cash necessary to exercise all or a portion of
an Option granted hereunder or to pay any tax liability of the Optionee
attributable to such exercise. If the exercise price is paid in whole or part
with Optionee’s promissory note, such note shall (i) provide for full recourse
to the maker, (ii) be collateralized by the pledge of the Shares that the
Optionee purchases upon exercise of such Option, (iii) bear interest at the
prime rate of the Company’s principal lender, and (iv) contain such other terms
as the Board in its sole discretion shall reasonably require. No Optionee shall
be deemed to be a holder of any Shares subject to an Option unless and until a
stock certificate or certificates for such Shares are issued to such person(s)
under the terms of this Plan. No adjustment shall be made for dividends
(ordinary or extraordinary, whether in cash, securities or other property) or
distributions or other rights for 


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which the
record date is prior to the date such stock certificate is issued, except as
expressly provided in Section 10 hereof. 


          7.
Exercisability of Options. Any Option shall become exercisable in such
amounts, at such intervals and upon such terms as the Committee or the Board
shall provide in such Option, except as otherwise provided in this Section 8. 


               (a)
The expiration date of an Option shall be determined by the Committee at the
time of grant, but in no event shall an Option be exercisable after the
expiration of 10 years from the date of grant of the Option. 


               (b)
Unless otherwise provided in any Option, each outstanding Option shall become
immediately fully exercisable in the event of a “Change in Control” or in the
event that the Committee or the Board exercises its discretion to provide a
cancellation notice with respect to the Option pursuant to Section 9(b) hereof.
For this purpose, the term “Change in Control” shall mean:


                    
(i) Approval by the shareholders of the Company of a reorganization, merger,
consolidation or other form of corporate transaction or series of transactions
(other than an initial public offering, private placement or other offering of
the Company), in each case, with respect to which persons who were the
shareholders of the Company immediately prior to such reorganization, merger or
consolidation or other transaction do not, immediately thereafter, own more
than 50% of the combined voting power entitled to vote generally in the
election of directors of the reorganized, merged or consolidated company’s then
outstanding voting securities, in substantially the same proportions as their
ownership immediately prior to such reorganization, merger, consolidation or
other transaction, or a liquidation or dissolution of the Company or the sale
of all or substantially all of the assets of the Company (unless such
reorganization, merger, consolidation or other corporate transaction,
liquidation, dissolution or sale is subsequently abandoned); or 


                    (ii)
The acquisition (other than from the Company) by any person, entity or “group”,
within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange
Act, of [more than 50%] [20% or 30%] of either the then outstanding shares of
the Company’s Common Stock or the combined voting power of the Company’s then
outstanding voting securities entitled to vote generally in the election of
directors (hereinafter referred to as the ownership of a “Controlling
Interest”) excluding, for this purpose, any acquisitions by (1) the Company or
its Subsidiaries, (2) any person, entity or “group” that as of the date on
which the Option is granted owns beneficial ownership (within the meaning of
Rule 13d-3 promulgated under the Securities Exchange Act) of a Controlling
Interest, (3) any employee benefit plan of the Company or its Subsidiaries, or
(4) Howard Leonhardt. 


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               (c)
The Committee or the Board may in its sole discretion accelerate the date on
which any Option may be exercised and may accelerate the vesting of any Shares
subject to any Option or previously acquired by the exercise of any Option. 


          8.
Termination of Option Period. 


               (a)
 Unless otherwise provided in
any Option agreement, the unexercised portion of any Option shall automatically
and without notice terminate and become null and void at the time of the
earliest to occur of the following: 


                    (i)
three (3) months after the date on which the Optionee’s service with the
Company is terminated other than by reason of (A) Cause, which, solely for
purposes of this Plan, shall mean the termination of the Optionee’s service by
reason of the Optionee’s willful misconduct or gross negligence, (B) a mental
or physical disability (within the meaning of Internal Revenue Code Section
22(e)) of the Optionee as determined by a medical doctor satisfactory to the
Committee, or (C) death of the Optionee; 


                    (ii)
immediately upon the termination of the Optionee’s service with the Company for
Cause; 


                    (iii)
twelve (12) months after the date on which the Optionee’s service with the
Company is terminated by reason of a mental or physical disability (within the
meaning of Section 22(e) of the Code) as determined by a medical doctor
satisfactory to the Committee; 


                    (iv)
(A) twelve (12) months after the date of termination of the Optionee’s service
with the Company by reason of death of the Optionee, or , if later, (B) three
months after the date on which the Optionee shall die if such death shall occur
during the one year period specified in Subsection 9(a)(iii) hereof; 


                    (v)
immediately in the event that the Optionee shall file any lawsuit or
arbitration claim against the Company or any Subsidiary, or any of their
respective officers, directors or shareholders; or 


                    (vi)
ten years from the date of grant of the Option. 


               (b)
To the extent not previously exercised, (i) each Option shall terminate
immediately in the event of (1) the liquidation or dissolution of the Company,
or (2) any reorganization, merger, consolidation or other form of corporate
transaction in which the Company does not survive, unless the successor
corporation, or a parent or subsidiary of such successor corporation, assumes
the Option or substitutes an equivalent option or right pursuant to Section
10(c) hereof, and (ii) the Committee or the Board in its sole discretion may by
written notice (“cancellation notice”) cancel, effective upon the consummation
of any corporate transaction described
in Subsection 8(b)(i) hereof in which the Company does survive, any 


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Option that
remains unexercised on such date. The Committee or the Board shall give written
notice of any proposed transaction referred to in this Section 9(b) a
reasonable period of time prior to the closing date for such transaction (which
notice may be given either before or after approval of such transaction), in
order that Optionees may have a reasonable period of time prior to the closing
date of such transaction within which to exercise any Options that then are
exercisable (including any Options that may become exercisable upon the closing
date of such transaction). An Optionee may condition his exercise of any Option
upon the consummation of a transaction referred to in this Section 9(b). 


          9.Adjustment
of Shares. 


               (a)
If at any time while the Plan is in effect or unexercised Options are
outstanding, there shall be any increase or decrease in the number of issued
and outstanding Shares through the declaration of a stock dividend or through
any recapitalization resulting in a stock split-up, combination or exchange of
Shares, then and in such event: 


                    
(i) appropriate adjustment shall be made in the maximum number of Shares
available for grant under the Plan, so that the same percentage of the
Company’s issued and outstanding Shares shall continue to be subject to being
so optioned; and 


                    (ii)
the Board or the Committee may, in its discretion, make any adjustments it
deems appropriate in the number of Shares and the exercise price per Share
thereof then subject to any outstanding Option, so that the same percentage of
the Company’s issued and outstanding Shares shall remain subject to purchase at
the same aggregate exercise price. 


               (b)
Unless otherwise provided in any Option, the Committee may change the terms of
Options outstanding under this Plan, with respect to the option price or the
number of Shares subject to the Options, or both, when, in the Committee’s sole
discretion, such adjustments become appropriate so as to preserve but not
increase benefits under the Plan. 


               (c)
In the event of a proposed sale of all or substantially all of the Company’s
assets or any reorganization, merger, consolidation or other form of corporate
transaction in which the Company does not survive, where the securities of the
successor corporation, or its parent company, are issued to the Company’s
shareholders, then the successor corporation or a parent of the successor
corporation may, with the consent of the Committee or the Board, assume each
outstanding Option or substitute an equivalent option or right. If the
successor corporation, or its parent, does not cause such an assumption or
substitution to occur, or the Committee or the Board does not consent to such
an assumption or substitution, then each Option shall terminate pursuant to
Section 9(b) hereof upon the consummation of sale, merger, consolidation or
other corporate transaction. 


               (d)
Except as otherwise expressly provided herein, the issuance by the Company of
shares of its capital stock of any class, or securities convertible into shares
of capital 



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stock of any class, either in connection with direct sale or upon
the exercise of rights or warrants to subscribe therefor, or upon conversion of
shares or obligations of the Company convertible into such shares or other
securities, shall not affect, and no adjustment by reason thereof shall be made
to, the number of or exercise price for Shares then subject to outstanding
Options granted under the Plan. 


               (e)
Without limiting the generality of the foregoing, the existence of outstanding
Options granted under the Plan shall not affect in any manner the right or
power of the Company to make, authorize or consummate (i) any or all
adjustments, recapitalizations, reorganizations or other changes in the
Company’s capital structure or its business; (ii) any merger or consolidation
of the Company; (iii) any issue by the Company of debt securities, or preferred
or preference stock that would rank above the Shares subject to outstanding
Options; (iv) the dissolution or liquidation of the Company; (v) any sale,
transfer or assignment of all or any part of the assets or business of the
Company; or (vi) any other corporate act or proceeding, whether of a similar
character or otherwise. 


          10.
Transferability of Options. Unless the prior written consent of the
Committee or the Board is obtained (which consent may be withheld for any
reason) and the transaction does not violate the requirements of Rule 16b-3
promulgated under the Securities Exchange Act, no Option shall be subject to
alienation, assignment, pledge, charge or other transfer other than by the
Optionee by will or the laws of descent and distribution, and any attempt to
make any such prohibited transfer shall be void. Each Option shall be
exercisable during the Optionee’s lifetime only by the Optionee, or in the case
of an Option that has been assigned or transferred with the prior written
consent of the Committee or the Board, only by the permitted assignee. 


          11.
Restrictive Covenants. As a condition to a Participant receiving a grant
of an Option under this Plan, or the receiving of Shares upon exercise of such
Option, the Committee or the Board may require that the Participant comply with
certain restrictive covenants to be specified in the Participant’s Option
Agreement. In such a case, the Participant must execute an Option Agreement
acknowledging the restrictive covenants set forth therein, consenting to comply
with such restrictive covenants, and that the Option Agreement is conditioned
on compliance with those restrictive covenants 


          12.
Issuance of Shares. 


               (a)
Notwithstanding any other provision of this Plan, the Company shall not be
obligated to issue any Shares unless it is advised by counsel of its selection
that it may do so without violation of the applicable Federal and State laws
pertaining to the issuance of securities, and may require any stock so issued
to bear a legend, may give its transfer agent instructions, and may take such
other steps, as in its judgment are reasonably required to prevent any such
violation.


               (b)
As a condition to any sale or issuance of Shares upon exercise of any Option,
the Committee may require such agreements or undertakings as the Committee may


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deem necessary
or advisable to facilitate compliance with any applicable law or regulation
including, but not limited to, the following: 


                    (i)
a representation and warranty by the Optionee to the Company, at the time any
Option is exercised, that he is acquiring the Shares to be issued to him for
investment and not with a view to, or for sale in connection with, the
distribution of any such Shares; 


                    (ii)
a representation, warranty and/or agreement to be bound by any legends endorsed
upon the certificate(s) for such Shares that are, in the opinion of the
Committee, necessary or appropriate to facilitate compliance with the
provisions of any securities laws deemed by the Committee to be applicable to
the issuance and transfer of such Shares; and 


                    (iii)
a Stockholders Agreement in a form prescribed by the Board or the Committee
respecting the transfer and disposition of the Shares and restrictions thereon
prior to the Publicly-Traded Date. 


          13.
Administration of the Plan.


               (a)
The Plan shall be administered by the Board or, at the discretion of the Board,
by a committee appointed by the Board (the “Committee”) which shall be composed
of two or more Directors. At any time that any shares of the Common Stock of
the Company shall be registered under Section 12 of the Securities Exchange Act
of 1934, the membership of the Committee shall be constituted so as to comply
at all times with the then applicable requirements for Outside Directors of
Rule 16b-3 promulgated under the Securities Exchange Act and Section 162(m) of
the Internal Revenue Code. The Committee shall serve at the pleasure of the
Board and shall have the powers designated herein and such other powers as the
Board may from time to time confer upon it. 


               (b)
The Board may grant Options pursuant to this Plan to any persons to whom
Options may be granted under Section 5(a) hereof. 


               (c)
The Committee or the Board, from time to time, may adopt rules and regulations
for carrying out the purposes of the Plan. The determinations by the Board or
the Committee and its interpretation and construction of any provision of the
Plan or any Option shall be final and conclusive. 


               (d)
Any and all decisions or determinations of the Board or the Committee shall be
made either (i) by a majority vote of the members of the Board or the Committee
at a meeting or (ii) without a meeting by the unanimous written approval of the
members of the Board or the Committee. 


          14.
Withholding or Deduction for Taxes. If at any time specified herein for
the making of any issuance or delivery of any Option or Common Stock to any
Optionee, any law or 



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regulation of any governmental authority having
jurisdiction in the premises shall require the Company to withhold, or to make
any deduction for, any taxes or take any other action in connection with the
issuance or delivery then to be made, such issuance or delivery shall be
deferred until such withholding or deduction shall have been provided for by
the Optionee or beneficiary, or other appropriate action shall have been taken.



          15.
Interpretation.


               (a)
As it is the intent of the Company that the Plan comply in all respects with
Rule 16b-3 promulgated under the Securities Exchange Act (“Rule 16b-3”), any
ambiguities or inconsistencies in construction of the Plan shall be interpreted
to give effect to such intention, and if any provision of the Plan is found not
to be in compliance with Rule 16b-3, such provision shall be deemed null and
void to the extent required to permit the Plan to comply with Rule 16b-3. The
Committee or the Board may from time to time adopt rules and regulations under,
and amend, the Plan in furtherance of the intent of the foregoing. 


               (b)
This Plan shall be governed by the laws of the State of Florida. 


               (c)
Headings contained in this Plan are for convenience only and shall in no manner
be construed as part of this Plan. 


               (d)
Any reference to the masculine, feminine, or neuter gender shall be a reference
to such other gender as is appropriate. 


          16.
Amendment and Discontinuation of the Plan. The Committee or the Board
may from time to time amend, suspend or terminate the Plan or any Option;
provided, however, that, any amendment to the Plan shall be subject to the
approval of the Company’s shareholders if such shareholder approval is required
by any federal or state law or regulation (including, without limitation, at
any time after the Publicly-Traded Date, Rule 16b-3 or to comply with Section
162(m) of the Internal Revenue Code) or the rules of any Stock exchange or
automated quotation system on which the Common Stock may then be listed or
granted. Except to the extent provided in Sections 9 and 10 hereof, no
amendment, suspension or termination of the Plan or any Option issued hereunder
shall substantially impair the rights or benefits of any Optionee pursuant to
any Option previously granted without the consent of the Optionee. 


          17.
Effective Date and Termination Date. The effective date of the Plan is
the date on which the Board adopts this Plan, and the Plan shall terminate on
the December 1, 2011. 


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