Cardio
        Derma Clinical Partners Agreement

       

      This
        Agreement is made as of July 10, 2008 by and between CardioVascular
        BioTherapeutics, Inc., a Delaware corporation (“CVBT”) and Frey Living Trust and
        any individual or entity existing or formed for this Agreement (“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 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 Cardio
        Derma Clinical Partners
        (“CDCP”). 

       

      D. CVBT
        is willing to enter into a contract with the CDCP 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.

       

      AGREEMENT

       

      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 July 10, 2008, Sponsor agrees to form and act as the general partner
        of
        CDCP. In that regard, Sponsor agrees to commit up to $1,000,000
        USD
        (One
        Million US Dollars)
        to the funding of CDCP and to raise on a best efforts basis up to an additional
        $4,000,000 USD
        (Four
        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 August 15, 2008 with an interim closing on July 25, 2008.
        CVBT
        will have no responsibility for the formation, management, funding or operation
        of CDCP. Frey Living Trust shall be the main point of contact with whom CVBT
        shall work when interacting with CDCP unless Sponsor designates in writing
        a
        party other than Sponsor.

       

      2. Development
        Contract

       

      (a) Investment.
        Sponsor agrees that it will cause CDCP to enter into development and licensing
        agreements 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 CDCP to commit a minimum
        of
$1,000,000
        USD
        (One
        Million US Dollars)
        and up to $5,000,000
        USD
        (Five
        Million US Dollars)
        toward such research and development effort described in the development
        agreement all of which shall be paid to CVBT on or before August 15, 2008
        with
        an interim closing on July 25, 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 CDCP.

       

    

     

    
      
        
        

      

      
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    (c) Economic
      Benefit to the R&D Partnership.
      CDCP will receive from CVBT the right to a royalty if revenues or other forms
      of
      economic benefit are derived from the Drug, and CDCP will receive the right
      to
      acquire warrants to purchase CVBT’s common stock. 

     

    (i)
      Royalty.
      CDCP shall have and is herby granted irrevocably a right to participate in
      all
      future revenues of the CVBT wound healing drug, whether from partnering,
      licensing or from sales once the Drug is approved by the regulatory authorities.
      CDCP shall receive 10% of all monies CVBT collects for the wound healing drug,
      until the partnership has received a cumulative total of 10 times the original
      contracted sum as defined in the development agreement. Royalty payments will
      be
      paid from CVBT to CDCP on a quarterly basis as provided for in the development
      and/or licensing agreements.

     

    (ii) Warrants.
      The partnership CDCP shall also be granted and receive a 5 year warrant to
      buy
      500,000 shares of CVBT common stock for $1.00 per share for its original one
      million dollar clinical contract. For any additional sums above the original
      One
      Million USD the partnership shall get an additional 5 year warrant for 50,000
      common shares with an exercise price of $1.00 for each additional $100,000
      USD
      contracted for and paid to CVBT before August 15, 2008.

    


    (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 partner
      of
      CDCP, a personal guarantee that Mr. Daniel C. Montano will from the
      37th
      month of their investment, until the 60th
      month, if requested, purchase the partner’s investment in the CDCP for their
      original capital contribution plus 100%; less any money already paid to the
      partner. Once the CDCP pays out to its partners an amount equal to 200% of
      the
      amount of the development agreement funding, without regard to the source of
      the
      money, or, the payment by CVBT of 200% of the amount funded in the development
      agreement is paid to CDCP, 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 and
      licensing agreements and this Agreement, the Drug and all intellectual property
      rights related thereto shall be owned by CVBT unless provided otherwise by
      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, the warrants (2(c)(ii)) and the
      Montano Put (2(d)) 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) CDCP is not formed on or before July 9, 2008 and (ii) the development
      agreement referenced in Section 2 hereof has not been entered into by CVBT
      and
      the Sponsor on behalf of CDCP on or before July 11, 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 Agreement, 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 Agreement and the development
      agreement. Copies of both will be provided to the Sponsor.

     

    
      
        
        

      

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

       

      (f) This
        Agreement may be executed in person or by PDF email file or facsimile and
        in one
        or more counterparts, all of which together shall constitute one original
        document for all legal purposes.

       

      (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. 	 	
              FREY
                LIVING TRUST

            
	 	 	 	 	 
	
              By
                

            	
              /s/
                Mickael A. Flaa

            	 	
              By

            	
              
                /s/
                  Philip Frey Jr.

              

            


    

    


    
      	 	
              Name

            	
              Mickael
                A. Flaa

            	 	
              Name

            	
              Philip
                Frey Jr.

            
	 	
              Title

            	Chief
              Financial Officer	 	
              Title

            	
              Trustee

            
	 	 	
              (“CVBT”)

            	 	 	
              (“Sponsor”)

            


    

     

    
      	
              DANIEL
                C. MONTANO AS AN INDIVIDUAL

            
	 	 	 
	
              By
                

            	
               /s/
                Daniel C. Montano

            	 
	 	 	 
	 	
              In
                his capacity as an individual and being bound hereby
                only with respect to Sections 2(d) and 4

            	 


    

     

    
      
        
        

      

      
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