DEVELOPMENT
      AGREEMENT

     

    BETWEEN

     

    CARDIOVASCULAR
      BIOTHERAPEUTICS, INC.

     

    AND

     

    CARDIO
      DERMA CLINICAL PARTNERS, LP

     

    


     

     

     

    Dated
      as
      of July 10, 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

              	
                3

              
	 	 	 
	
                3.

              	
                Development
                  Services

              	
                3

              
	 	
                3.1

              	
                License

              	
                3

              
	 	
                3.2

              	
                Development

              	
                4

              
	 	
                3.3

              	
                Disclaimer
                  of Warranties

              	
                4

              
	 	
                3.4

              	
                Rights
                  to Property

              	
                5

              
	 	
                3.5

              	
                Reports
                  and Records.

              	
                5

              
	 	
                3.6

              	
                Other
                  Activities

              	
                5

              
	 	 	 
	
                4.

              	
                Development
                  Fee

              	
                4

              
	 	 	 
	
                5.

              	
                Revenue
                  Sharing from Product Sales

              	
                5

              
	 	 	 
	
                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 CDCP

              	
                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 CDCP

              	
                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

              


      

       

      
        
          
          

        

        
          i

          
            

          

        

        
          
          

        

      

       

      
        	 	
                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

            


    


    
      
        
        

      

      
        ii

        
          

        

      

      
        
        

      

    


    DEVELOPMENT
      AGREEMENT

    


    This
      Development Agreement (the “Agreement”) is made as of July 10, 2008, by and
      between CardioVascular BioTherapeutics, Inc., a Delaware corporation (“CVBT”),
      and Cardio Derma Clinical Partners, LP, a Nevada limited partnership
      (“CDCP”).

     

    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 CDCP 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 CDCP, with respect to the Wound Healing
      IP.

     

    C. CDCP
      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 CDCP 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 CDCP the Wound
      Healing IP on a nonexclusive basis for the purpose of permitting CDCP to
      participate with CVBT in the Development. CDCP 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 CDCP. CDCP 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 CDCP.
      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.
      CDCP
      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
      CDCP.

     

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

     

    
      
        
        

      

      
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    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 CDCP 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. CDCP 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 CDCP shall be the exclusive property
      of
      CDCP; 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 CDCP 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 CDCP 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 CDCP (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 CDCP 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 CDCP 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 CDCP 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
      CDCP.

     

    
      
        
        

      

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

     

    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 CDCP’s request
      and expense, CVBT shall permit a certified independent public accountant
      selected by CDCP 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 CDCP 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 CDCP and CDCP shall pay all fees and expenses
      of
      such accountant. If such accountant reports an overpayment by CVBT, CDCP 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 CDCP 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 CDCP
      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. CDCP 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.

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    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, CDCP 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 ten.

     

    6. Representations
      and Warranties of CVBT.
      CVBT
      represents and warrants to CDCP 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 CDCP 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 CDCP, 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 CDCP.
      The
      representations, warranties and covenants of CDCP 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 CDCP 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 CDCP, 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 CDCP 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, CDCP
      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 CDCP Indemnitees, pay on demand and protect, defend, save
      and hold harmless each CDCP Indemnitee from and against any and all Claims
      incurred by or asserted against any CDCP 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 CDCP
      Indemnitees in cases in which Claims of CDCP Indemnitees are based upon the
      gross negligence or willful misconduct of an CDCP Indemnitee. An CDCP Indemnitee
      shall promptly notify CVBT of any Claim with respect to which an CDCP 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 CDCP.
      CDCP
      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 CDCP, 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
      CDCP of any Claim with respect to which such Indemnitee is seeking
      indemnification hereunder, upon becoming aware thereof, and permit CDCP at
      CDCP’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 CDCP 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 CDCP 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 CDCP 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 CDCP 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 CDCP 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 CDCP 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 CDCP, addressed
                to: 	
                
                  Cardio
                    Derma Clinical Partners, LP

                  5005
                    S. E. Williams Way

                  Stuart,
                    Florida 34997 

                  Attention:
                    Philip Frey Jr.

                  Fax
                    No.: 

                  E-mail:
                    pf4105@comcast.net 

                

              


      

       

    

    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, CDCP, and their respective successors and assigns; provided,
      however, that CVBT and CDCP 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, CDCP
      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 CDCP 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 CDCP 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 CDCP, 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 CDCP.

     

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

            
	 	 


    

     

    
      
        	 	 	 
	 	
                Cardio Derma Clinical Partners, LP

              
	 
 	 
 	 
 
	 	By:  	PF-1,
                LLC
	 	
                
Its
                General Partner


      

       

      
        	 	By 	Philip Frey Jr.
	 	 	
                
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
      CDCP
      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 10, 2008,
      between CVBT and CDCP, 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 CDCP 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.

     

    “CDCP
      Indemnitee” shall mean CDCP, 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 June 3, 2008,
      among CVBT and CDCP, 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 June
      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
      $5,000,000
      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
      $4,800,000
      not
      later than August 15, 2008.

     

    Schedule
      of Amounts Paid


     

    
      	 	 	
               Acknowledged
                Receipt by CVBT

            
	
              Date

            	
              Amount

            	
              Name

            	
              Initials

            
	 	 	 	 
	
              July
                25

            	 	 	 
	 	 	 	 
	
              August
                15

            	 	 	 
	 	 	 	 
	
              Total

            	 	 	 


    


    
      
        
        

      

      
        4-1