DEVELOPMENT
        AGREEMENT

       

      BETWEEN

       

      CARDIOVASCULAR
        BIOTHERAPEUTICS, INC.

       

      AND

       

      PRODERM,
        LP

       

      Dated
        as
        of July 8, 2008

       


      
        
           

        

        
           

          
            

          

        

        
           

        

      


      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 PDLP

              	
                5

              
	 	 	 
	
                8.

              	
                Insurance

              	
                5

              
	 	 	 
	
                9.

              	
                Term
                  and Termination

              	
                5

              
	 	
                9.1

              	
                Term

              	
                5

              
	 	
                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 PDLP

              	
                6

              
	 	
                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

              


      

       

      
        
           

        

        
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                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 Wound Healing 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 July 8, 2008, by and
        between CardioVascular BioTherapeutics, Inc., a Delaware corporation (“CVBT”),
        and ProDerm, LP, a Nevada limited partnership (“PDLP”).

       

      RECITALS

       

      A. CVBT
        has
        developed certain intellectual property regarding a potential drug for wound
        healing (the “Wound Healing IP”) and is willing to license to PDLP the Wound
        Healing IP for the purpose of further developing the Wound Healing IP and
        advancing a potential wound healing drug 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 PDLP, with respect to the Wound Healing
        IP.

       

      C. PDLP
        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 PDLP 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
        Wound Healing IP is described in Schedule 2.1 attached hereto and incorporated
        herein by this reference. The goal of the Development is to advance the Wound
        Healing 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 wound healing drug 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
        wound healing drug authorized by the FDA for commercial exploitation.


       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

      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 PDLP the Wound
        Healing IP on a nonexclusive basis for the purpose of permitting PDLP to
        participate with CVBT in the Development. PDLP acknowledges that CVBT has
        pledged its interest in the Wound Healing 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 June 3, 2008 of $2,680,000
        and that the rights of such lender are superior to those of PDLP. PDLP further
        acknowledges and understands that CVBT may enter into future research and
        development arrangements to further the advancement of the Wound Healing
        IP and
        related potential drug candidate, and that the rights of such research and
        development partnerships will be pari passu with those of PDLP.
        CVBT
        agrees to not enter in research and development arrangements that will result
        in
        aggregating more than 50% of revenue due to these arrangements during the
        period
        of time that R&D LP is still due any royalty under this Agreement.


       

      3.2 Development.
        PDLP
        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
        PDLP.

       

      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 PDLP 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 PDLP any significant deviations therefrom in a timely
        manner.
        PDLP 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 PDLP to conduct FDA trials in CVBT’s name.
        Using the Available Funds provided by PDLP, 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 PDLP,
        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.
        PDLP
        acknowledges that CVBT may elect to subcontract to third parties a portion
        of
        the Development. PDLP acknowledges and agrees that in performing the
        Development, CVBT may, and is hereby authorized to, without the prior written
        consent of PDLP, 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.

       

      
        
           

        

        
          2

          
            

          

        

        
           

        

      

       

      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 Wound Healing 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 PDLP 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. PDLP 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 Wound
        Healing 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 PDLP shall be the exclusive property
        of
        PDLP; 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 PDLP 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 PDLP 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 PDLP (a) a reasonably detailed report setting
        forth in respect of such quarter the revenues collected by CVBT based on
        the
        exploitation of any wound healing drug developed as a partial result of the
        Development, and (b) a check payable to PDLP 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 PDLP an audited report of the revenues collected by CVBT based on the
        exploitation of any wound healing drug developed as a partial result of the
        Development for the prior fiscal year of CVBT. Any adjustments to the amounts
        paid or payable to PDLP 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
        PDLP.

       

      
        
          
             

          

          
            3

            
              

            

          

          
             

          

        

      

       

      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 PDLP 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
        PDLP
        pursuant to Section 5 hereof are based and deliver such report to
        PDLP.

       

      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
        wound
        healing drug developed as a partial result of the Development. At PDLP’s request
        and expense, CVBT shall permit a certified independent public accountant
        selected by PDLP 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 PDLP 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 PDLP and PDLP shall pay all fees and expenses
        of
        such accountant. If such accountant reports an overpayment by CVBT, PDLP
        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 PDLP 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
        PDLP
        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. PDLP 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 Wound Healing IP, CVBT is able to commercialize or in any other way exploit
        value from the Wound Healing IP, PDLP will be entitled to ten percent (10%)
        of
        the gross cash actually collected by CVBT based on CVBT’s exploitation of the
        wound healing drug (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 multiplied by twenty (20).

       

      
        
           

        

        
          4

          
            

          

        

        
           

        

      

       

      6. Representations
        and Warranties of CVBT.
        CVBT
        represents and warrants to PDLP 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 PDLP the Wound Healing 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 PDLP,
        by
        participating in the development of the Wound Healing 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 PDLP.
        The
        representations, warranties and covenants of PDLP 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 PDLP
        to
        named as an additional insured on its applicable insurance
        policies.

       

      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.


       

      
        
          
             

          

          
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      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 PDLP, CVBT may elect to terminate the Development
        process due to insufficient progress or outright inability to make progress
        toward a commercially marketable wound healing drug.

       

      9.2.3 Termination
        After Full Payment.
        This
        Agreement shall terminate upon payment in full by CVBT to PDLP 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 Wound Healing 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, PDLP
        will, at CVBT’s request, execute and deliver to CVBT specific assignments of the
        Wound Healing 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 PDLP Indemnitees, pay on demand and protect, defend,
        save
        and hold harmless each PDLP Indemnitee from and against any and all Claims
        incurred by or asserted against any PDLP 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 PDLP
        Indemnitees in cases in which Claims of PDLP Indemnitees are based upon the
        gross negligence or willful misconduct of an PDLP Indemnitee. An PDLP Indemnitee
        shall promptly notify CVBT of any Claim with respect to which an PDLP 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.

       

      10.2 Indemnification
        by PDLP.
        PDLP
        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 PDLP, 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
        PDLP of any Claim with respect to which such Indemnitee is seeking
        indemnification hereunder, upon becoming aware thereof, and permit PDLP at
        PDLP’s cost to defend against such Claim and shall cooperate in the defense
        thereof.

       

      
        
           

        

        
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      10.3 Defense
        of Claims.
        None of
        CVBT or PDLP 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 PDLP 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 PDLP 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 PDLP 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 PDLP 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.

       

      
        
           

        

        
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      11.4 Notices.
        All
        notices, requests and other communications to CVBT or PDLP 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 PDLP, addressed to:

              	
                ProDerm,
                  LP

                1000
                  Rancho Circle 

                Las
                  Vegas, NV 89107

                Attention:
                  Christopher Moore, MD

                Fax
                  No.: 702-878-0103 

                E-mail:
                  ahnsgoc@aol.com 

              


      

       

      with
        a
        copy to the attention of VP and Representative of General Partner (using
        the
        same information above except if via email, then also to fsslv@yahoo.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, PDLP, and their respective successors and assigns; provided,
        however, that CVBT and PDLP 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. Notwithstanding the foregoing, PDLP
        shall
        have the right to assign only its rights to payments pursuant to Section
        5
        hereof and shall have no right to assign its interest in the Wound Healing
        IP
        licensed to it pursuant to the Technology Agreement or derived as the result
        of
        the Development to any party not approved by CVBT. 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 PDLP 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 PDLP to any departure therefrom, 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 PDLP, 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 PDLP.

       

      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 PDLP 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 PDLP 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 PDLP 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 PDLP is in possession of, or otherwise has
        knowledge of, the results of the Development before such public disclosure
        by
        CVBT, PDLP acknowledges and agrees that it may not trade in CVBT securities.
        Further, PDLP 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 PDLP with respect to
        the
        subject matter hereof, and all prior or contemporaneous understandings or
        agreements, whether written or oral, between CVBT and PDLP 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/
                Daniel C. Montano
	 	
                

                Daniel
                  C. Montano

                Its
                  President and Chief Executive Officer

              
	 	 


      

      
         

        
          	 	 	 
	 	ProDerm,
                  LP
	 
 	 
 	 
 
	 	By:  	VD-1,
                  LLC
	 	
                  

                  Its
                    General Partner

                
	 	 


        

         

        
          	 	By :	/s/ John Laub
	 	 	
                  
                    

                  

                  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 Wound Healing IP described in Schedule 2.1 hereof
        and all Program IP developed by CVBT (and its Affiliates) and disclosed to
        PDLP
        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 Wound Healing IP for the purpose
        of
        advancing the FDA Process toward development of a wound healing drug approved
        for commercialization by the FDA.

       

      “Development
        Agreement” shall mean the Development Agreement dated as of July 8, 2008,
        between CVBT and PDLP, 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 PDLP 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.

       

      “PDLP
        Indemnitee” shall mean PDLP, 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 July 8, 2008,
        among CVBT and PDLP, as amended, modified or supplemented from time to
        time.

       

      
        
           

        

        
          1.1-2

          
            

          

        

        
           

        

      


      SCHEDULE
        2.1

       

      DESCRIPTION
        OF WOUND HEALING IP

       

      According
        to the American College of Foot and Ankle Surgeons, 15 percent of the estimated
        20 million Americans afflicted with diabetes will develop a serious foot
        ulcer
        during their lifetime. A similar percentage of patients with chronic venous
        hypertension will also develop wounds. Non-healing dermal ulcers of the lower
        extremities can lead to infections and amputations. Chronic wounds represent
        an
        increasing global health challenge, yet there are currently no
        universally-accepted standards of care.  

      


      FGF-1
        offers the possibility of improved dermal ulcer healing by the promotion
        of new
        blood vessel growth, known as angiogenesis, in the wound bed, resulting in
        enhanced development of granulation tissue and is able to fill wounds of
        almost
        any size. According to the American Diabetes Association, comprehensive
        foot care programs can reduce amputation rates by 45 to 85 percent. 

      


      CVBT
        has
        successfully completed its Phase I wound healing clinical trial aimed at
        evaluating the safety and tolerability of its wound healing formulation of
        FGF-1
        (CVBT-141B) in patients suffering from either diabetic or venous stasis
        ulcers.  FGF-1 was applied topically and found to be safe and well
        tolerated. In the Phase II Protocol we will now shift to examining different
        doses of FGF-1 applied to the wounds over a 1 month period to look at both
        safety and efficacy of FGF-1 in healing dermal ulcers.


      
        
           

        

        
          2.1-1

          
            

          

        

        
           

        

      


      SCHEDULE
        3.1

       

      TECHNOLOGY
        LICENSE AGREEMENT

       


      
        
           

        

        
          3.1-1

          
            

          

        

        
           

        

      


      SCHEDULE
        3.2.1

       

      WORK
        PLAN

       

      We
        will
        submit our Phase II Clinical Protocol to the FDA within 45 days and hope
        to
        begin dosing patients at 30 U.S. and Canadian clinical trial sites by October
        2008. We estimate it will take approximately 6 months to enroll and treat
        the
        proposed 136 patients that will be included in this double-blind,
        placebo-controlled trial examining two doses of the FGF-1 wound formulation.
        This would allow us to start our pivotal Phase III trial in 2009, which should
        run for approximately 12 months followed by preparation and submission of
        a New
        Drug Application (NDA) to the FDA in 2010.

      


      This
        Work
        Plan contains statements that involve risks and uncertainties. These statements
        relate to future events and involve known and unknown risks, uncertainties
        and
        other factors that may cause results, levels of activity, performance or
        achievements to be materially different from those expressed or implied by
        this
        Work Plan. Factors that might affect actual outcomes include, but are not
        limited to, FDA approval of CVBT drug candidates and new developments in
        the
        industry. Although CVBT believes that the expectations reflected in this
        Work
        Plan are reasonable, CVBT cannot guarantee future results, levels of activity,
        performance or achievements.


      
        
           

        

        
          3.2.1-1

          
            

          

        

        
           

        

      


      SCHEDULE
        4

      DEVELOPMENT
        FEE

       

      Up
        to
        $10,000,000
        with a minimum of $1,000,000

       

      Payable
        $200,000
        upon
        execution of the sponsor agreement on a best-efforts basis, up to an additional
        $10,000,000
        not
        later than August 15, 2008.

       

      Schedule
        of Amounts Paid

       

       

      
        	 	 	
                Acknowledged
                  Receipt by CVBT

              
	
                Date

              	
                Amount

              	
                Name

              	
                Initials

              
	
                July
                  25

              	 	 	 
	
                Aug
                  15

              	 	 	 
	
                Total

              	 	 	 


      

       

      
        
           

        

        
          4-1