ProDerm
      Limited Partnership

     

    This
      Agreement is made as of April 22, 2008 by and between CardioVascular
      BioTherapeutics, Inc., a Delaware corporation (“CVBT”) and Dr. H. Christopher
      Moore
      (“Sponsor”)
      with
      reference to the following:

     

    RECITALS

     

    A. CVBT
      is a
      biopharmaceutical company in the process of developing drugs utilizing
      formulations of human FGF-1 for cardiovascular diseases characterized by
      inadequate blood flow to a tissue or organ.

     

    B. CVBT
      has
      obtained or will soon obtain authorization from the U.S. Food and Drug
      Administration (“FDA”) to commence a Phase Ib/II clinical trial for its wound
      healing drug candidate CVBT-141B (the “Drug”).

     

    C. Sponsor
      wishes to form a limited partnership (the “R&D Partnership”) in order to
      fund the further research required to bring the Drug through all or a portion
      of
      its Phase Ib/II clinical trial. The R&D Partnership will be named
ProDerm,
      LP
      (“R&DLP”). 

     

    D. CVBT
      is
      willing to enter into a contract with the R&DLP to conduct and/or manage the
      further research required to bring the Drug through all or a portion of its
      Phase Ib/II clinical trial. THEREFORE, in consideration of the promises and
      the
      mutual covenants contained herein and for valuable consideration the sufficiency
      of which is acknowledged, the parties agree as follows:

     

    1. Formation
      and Funding of the R&D Partnership.
      Either
      directly or through an investment vehicle controlled by Sponsor, on or before
      May 31, 2008, Sponsor agrees to form and act as the general partner of the
      R&D Partnership. In that regard, Sponsor agrees to commit up to $1,000,000
      USD (one million US Dollars) to the funding of R&D Partnership and to raise
      on a best efforts basis up to an additional $9,000,000 USD (nine million US
      Dollars) from sophisticated, accredited investors. Sponsor agrees that, unless
      the funding requirement of section 2(a) below is extended by CVBT, all funding
      will be completed by June 30, 2008. CVBT will have no responsibility for the
      formation, management, funding or operation of the R&D Partnership. Sponsor
      shall be the main point of contact with whom CVBT shall work when interacting
      with the R&D Partnership unless Sponsor designates in writing a party other
      than Sponsor.

     

    2. Development
      Contract

     

    (a) Investment.
      Sponsor
      agrees that it will cause the R&D Partnership to enter into separate
      development and licensing contracts with CVBT, containing customary provisions,
      for the purpose of conducting all or a portion of the further research necessary
      to develop the Drug into a marketable product. Sponsor will cause the R&D
      Partnership to commit a minimum of $1,000,000 USD
      (one
      million US Dollars) and up to $10,000,000 USD (ten million US Dollars) toward
      such research and development effort described in the development contract
      all
      of which shall be paid to CVBT on or before May 31, 2008, unless extended by
      CVBT. 

     

    (b) No
      Liability If Not Successful.
      If
      development of the Drug is not successful, CVBT will owe nothing to the Sponsor
      or the R&D Partnership.

     

    
      
        
        

      

      
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    (c) Economic
      Benefit to the R&D Partnership.
      The
      R&D Partnership will receive from CVBT the right to a royalty if revenues or
      other forms of economic benefit are derived from the Drug. 

     

    (i)
      Royalty.
      The
      R&D Partnership has a right to future revenues of the CVBT wound healing
      drug, from partnering, licensing or from sales once the drug is approved by
      the
      regulatory authorities. The Partnership R&DLP shall receive 10% of all
      monies CVBT collects for the wound healing drug, until the partnership has
      received a cumulative total of 20 times the original contracted sum. Royalty
      payments will be paid from CVBT to the R&D partnership on a quarterly basis
      as provided for in the Development and/or Licensing agreements.

     

    (d)
       Montano
      Put.
      Separate from CVBT and as an additional inducement to enter into the
      Development and Licensing agreements, Mr. Montano will provide to each and
      every
      limited partner investor in the R&DLP, a personal guarantee that Mr. Daniel
      C. Montano will from the 36 month of their investment, until the 60th
      month, if requested, purchase the limited partner investor’s position in the
      R&DLP for their original capital contribution plus 100%; less any money
      already paid to the partner. Once the R&DLP pays out to its partners an
      amount equal to 200% of the amount of the Development Contract funding, without
      regard to the source of the money,, Mr. Montano’s “Put” automatically
      terminates.

    


    3. Ownership
      of the Drug and Intellectual Property Rights.
      At all
      times during the course of development pursuant to the development contract,
      the
      Drug and all intellectual property rights related thereto shall be owned by
      CVBT
      or subject to the provisions of the Development and/or Licensing agreements.
      Nothing in this Agreement shall be construed to create any license or transfer
      any intellectual property rights to any party.

     

    4. Miscellaneous.

     

    (a) Except
      for the development and licensing agreements referenced in Section 2 hereof,
      this Agreement constitutes the entire agreement between the parties hereto
      with
      respect to the subject matter hereof.

     

    (b) This
      agreement shall be governed by the laws of the State of Nevada, without regard
      to its conflicts of law rules with exclusive venue in the state and federal
      courts within the District of Nevada.

     

    (c) This
      agreement will terminate automatically and be of no further force or effect
      if
      (i) the R&D Partnership is not formed on or before May 31, 2008 and (ii) the
      development agreement referenced in Section 2 hereof has not been entered into
      by CVBT and the Sponsor on behalf of the R&D Partnership on or before May
      31, 2008.

     

    (d) Sponsor
      understands and acknowledges that CVBT is a publicly traded company, and as
      such, CVBT will be required to report the terms of this contract, and the
      development agreement, pursuant to its reporting obligations under the
      Securities Exchange Act of 1934, as amended. Sponsor also acknowledges that
      CVBT
      plans to make a press release about this contract and the development agreement.
      Copies of both will be provided to the Sponsor.

     

    (e) Time
      is
      of the essence in this Agreement.
 

    
      
        
        

      

      
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    (f) This
      Agreement may be executed via facsimile and in one or more counterparts, all
      of
      which together shall constitute one document.

     

    (g) If
      any
      provision of this Agreement is held by a court of competent jurisdiction to
      be
      unenforceable, then such provision shall be disregarded and the remaining
      provisions of this Agreement shall remain in full force and effect.

     

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

     

    
      	CARDIOVASCULAR
              BIOTHERAPEUTICS, INC. 	 	Dr.
              H.
              Christopher Moore
	 	 	 	 	 
	
              By
                

            	
              /s/
                Mickael A. Flaa

            	 	
              By

            	
              /s/
                John Laub

            


    

    


    
      	 	
              Name

            	 	 	
              Name

            	 
	 	
              Title

            	 	 	
              Title

            	 
	 	 	
              (“CVBT”)

            	 	 	
              (“Sponsor”)

            


    

     

     

    
      	
              DANIEL
                C. MONTANO AS AN INDIVIDUAL

            
	 	 	 
	
              By
                

            	
               /s/
                Daniel C. Montano

            	 
	 	 	 
	
              (“Individual
                regarding the “PUT”)

            


    

     

    
      
        
        

      

      
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