NOTE PURCHASE AGREEMENT  



        THIS
NOTE PURCHASE AGREEMENT (this “Agreement”), is dated as
of July 23, 2009, and is made and entered into by and between BIOHEART, INC., a
Florida corporation (the “Company” or “Bioheart”), and
the undersigned Investor (individually, the “Investor” and collectively,
the “Investors”). 



        WHEREAS,
the Investor desires to purchase from the Company, upon the terms and subject to the
conditions set forth herein, a 10% Convertible Promissory Note (a “Note”) in the
form attached hereto as Exhibit A, for the sum, and in the original principal amount, set
forth opposite the Investor’s name on the signature page hereto, (the
“Purchase Price”); and 



        WHEREAS,
the Investor confirms that the Investor is an “Accredited Investor” as
indicated in Section 4.2(i) hereof, and the Investor hereby executes this Agreement in
accordance with and subject to the terms and conditions set forth herein for the purpose
of purchasing a Note; 



        NOW,
THEREFORE, for and in consideration of the premises and mutual covenants,
representations, warranties and agreements set forth herein, and for other good and
valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the
parties hereto, intending to be legally bound, do hereby agree as follows: 



ARTICLE I 

OFFERING MATERIAL  



        The
Investor hereby represents and warrants that it is in receipt of and, prior to signing
this Agreement, has carefully read and understood the following items (collectively, the
“Offering Materials”): 



        (a)                 This
Agreement;  



        (b)                 The
Form of Note attached hereto;  



        (c)                 The
Company’s Annual Report on Form 10-K, as amended by Amendment No. 1 on
          Form 10-K/A, for the year ended December 31, 2008 (the “Annual
          Report”);  



        (f)                 The
Company’s Quarterly Reports on Form 10-Q for the quarters ended March           31,
2009, (the “Quarterly Reports”);  



        (g)                 The
Proxy Statement of the Company used in connection with the solicitation of
          proxies for the Annual Meeting of Shareholders held on July 30, 2008; and  



        (h)                 The
Company’s Current Reports on Form 8-K, filed with the Securities and
          Exchange Commission (the “SEC”) on Edgar during the period March 28,
          2008 through the date immediately preceding the date hereof.  










ARTICLE II

PAYMENT; CERTAIN TERMS AND PROCEDURES  



        Section
2.1 (a) The Investor hereby agrees to purchase from the Company, and the Company
agrees to sell to the Investor at the Closing (as defined below), a Note in the original
principal amount set forth opposite the Investor’s name on the signature page hereto
for the Purchase Price set forth opposite the Investor’s name on the signature page
hereto. The Investor has funded the Purchase Price to the Company, net of an original
issue discount in an amount equal to 5% of the original principal amount of the Note, in
accordance with instructions from the Company. 



        (b)                 In
addition to the delivery of a Note to each of the Investors, the Company shall
issue to the each of the Investors unregistered restricted shares of the
Company’s common stock in the amount set forth opposite the Investor’s
name on the signature page hereto, unless the Company shall not be permitted to
issue such shares by reason of the Company not having obtained approval of a
supplemental listing application for such shares, in which event the Company
agrees to use commercially reasonable efforts to pursue obtaining approval of
the same. 



ARTICLE III
 

REPRESENTATIONS, WARRANTIES AND AGREEMENTS OF THE COMPANY  



        Section
3.1 The Company hereby represents and warrants to the Investor as of the date
hereof and as of the Closing (except as set forth herein) as follows: 



        (a)    Organization,
Good Standing and Qualification. The Company is a corporation duly
organized, validly existing and in good standing under the laws of the State of
Florida and has all requisite corporate power and authority to own and operate
its properties and assets and to carry on its business as now conducted and as
proposed to be conducted, as contemplated by the Offering Materials. 



        (b)    Capitalization
and Voting Rights. As of February 6, 2009, the authorized capital of the
Company consists of (i) 5,000,000 shares of preferred stock, par value $0.001
(the “Preferred Stock”), none of which are outstanding and (ii)
75,000,000 shares of Common Stock, of which 15,739,196 shares of Common Stock
were issued and outstanding as of February 6, 2009. As of February 6, 2009,
there were outstanding options to purchase 2,487,428 shares of Common Stock at a
weighted average exercise price of $4.53 per share and outstanding warrants to
purchase 2,951,018 shares of Common Stock at a weighted average exercise price
of $6.65 per share. 



        (c)    Authorization.
All corporate action on the part of the Company, its officers, directors and
shareholders necessary for the authorization, execution and delivery of this
Agreement and each Note, the performance of all obligations of the Company
hereunder and thereunder, has been taken or will be taken prior to the
acceptance and Closing of this Agreement, and this Agreement, and each Note,
constitutes the valid and legally binding obligation of the Company, enforceable
in accordance with their respective terms, except (i) as limited by
applicable bankruptcy, insolvency, reorganization, moratorium, and other laws of
general application affecting enforcement of creditors’ rights generally,
(ii) as limited by laws relating to the availability of specific
performance, injunctive relief, or other equitable remedies, and (iii) to
the extent any indemnification provisions or agreements therein may be limited
by applicable United States federal or state securities laws. 








        (d)    Valid
Issuance. The Shares when issued and paid for in compliance with the
provisions of this Agreement will be duly authorized and validly issued, fully
paid, non-assessable, and, assuming that the representations and warranties of
the Investor made herein are true, complete and correct at the time of issuance,
issued in compliance with United States federal securities laws. The shares
underlying each Note when issued and paid for in compliance with the provisions
of this Agreement and each Note will be duly authorized and validly issued,
fully paid, non-assessable, and, assuming that the representations and
warranties of the Investor made herein are true, complete and correct at the
time of issuance, issued in compliance with federal securities laws. 



        (e)    Compliance
with Charter Documents. Neither the execution and delivery of, nor the
consummation of any transaction or execution of any instrument contemplated by,
this Agreement, nor the issuance of the Securities (defined below) has
constituted or resulted in, or will constitute or result in, a default under or
breach or violation of any term or provision of the Company’s Articles of
Incorporation, as amended to date, or Bylaws, as amended to date. 



ARTICLE IV

REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE INVESTOR  



        As
an inducement to the Company to enter into this Agreement, the Investor hereby represents
and warrants to and agrees with the Company as of the date hereof and as of the Closing
(except as set forth herein) as follows: 



      Section 4.1 Authorization; Validity; No Conflict; Binding Effect.  



        (a)       The
Investor has the full power and authority to execute and deliver this Agreement
and purchase a Note, to perform all of its obligations hereunder and thereunder,
and to purchase, acquire and accept delivery of its Note and the shares of the
Company’s common stock issued hereunder and thereunder. 



        (b)       The
execution and delivery by the Investor of this Agreement, the performance by the
Investor of its obligations hereunder and under its Note, and the purchase,
acquisition and acceptance of delivery of the Note and the shares of the
Company’s common stock by the Investor have been duly and validly
authorized by all requisite corporate or other action on the part of the
Investor. 



        (c)       This
Agreement, the Closing Confirmation of Conversion Election and the Conversions
(as therein defined) have been duly executed and delivered by the Investor and
constitute the legal, valid and binding obligation of the Investor, enforceable
in accordance with its terms except (i) as may be limited by applicable
bankruptcy, insolvency, reorganization, moratorium, and other laws of general
application affecting creditors’ rights generally, (ii) as may be
limited by laws relating to the availability of specific performance, injunctive
relief, or other equitable remedies, and (iii) to the extent any
indemnification provisions or agreements therein may be limited by applicable
United States federal or state securities laws. 



        Section 4.2 Investment Representations, Warranties and Covenants. 



        (a)       The
Investor is familiar with and understands (i) the current and proposed business
of the Company and (ii) that the Company is a development stage corporation with
no profitability to date. The Investor has carefully considered and has, to the
extent the Investor believes such discussion necessary, discussed with the
Investor’s professional legal, tax, accounting and financial advisers the
suitability of an investment in the Securities for the Investor’s
particular tax and financial situation and has determined that the Note and
shares of the Company’s common stock (received in connection with or as a
result of 









the conversion of the Note) (the
Note and the shares of the Company’s common stock, being collectively
referred to as the “Securities”) being acquired are a suitable
investment for the Investor. 



        (b)       The
Investor acknowledges that (i) the Investor and the Investor’s attorney,
accountant or other advisor(s) have had the right to request copies of any
documents, records and books pertaining to this investment and (ii) such
documents, records, and books which the Investor or such other persons have
requested have been made available for inspection by such persons. 



        (c)       The
Investor has had a reasonable opportunity to ask questions of and receive
          answers from a person or persons acting on behalf of the Company concerning
this           Agreement and the transactions represented hereby and by the Securities
and all           such questions have been answered to the Investor’s full
satisfaction.  



        (d)       The
Investor believes that he, she or it has received all the information that he,
she or it considers necessary or appropriate for making an investment decision
with respect to its purchase of the Securities and funding of its Note, and that
such Investor has had an opportunity to ask questions and receive answers from
the Company and its management regarding, the terms and conditions of this
Agreement, and the business, industry, management, technology, properties,
financial condition, results of operations and prospects of the Company and to
obtain additional information necessary to verify the accuracy of any
information furnished to such Investor or to which such Investor had access.
Other than for the representations and warranties made by the Company in this
Agreement, the Investor is not relying upon any other information,
representation or warranty by the Company or any of its agents, including any
brokers and finders, in determining to invest in the Securities and is relying
on the Investor’s own examination of the Company, and the Offering
Materials, including the merits and risks involved, in making its investment
decision. 



        (e)       The
Investor is not purchasing the Securities or funding its Note as a result of or
subsequent to any advertisement, article, notice, registration statement or
other communication published in any newspaper, magazine or similar media, filed
with the SEC or broadcast over television or radio or presented at any seminar
or meeting to which the public was invited. 



        (f)       The
Investor acknowledges that the Investor has such knowledge and experience in
business, financial, investment and banking matters (including, but not limited
to, investments in non-listed, restricted and non-registered securities of
closely held, non-public companies) such that (i) the Investor is capable
of evaluating the merits, risks and advisability of an investment in the
Securities, and (ii) the Investor recognizes and appreciates the highly
speculative nature of an investment in the Securities. 



        (g)       The
Investor represents and warrants that he or she is a sophisticated investor, has
had prior experience with investments of a similar nature and that the
Investor’s knowledge and experience in business and financial matters are
such that Investor is capable of evaluating the risk of investment in the
Securities and determining the suitability of the Investor’s investment in
the Securities. The Investor represents that the Investor (i) is not
disproportionately invested in illiquid investments and will not become so by
reason of this investment, (ii) has adequate means of providing for the
Investor’s current financial needs and contingencies and as such, does not
require the funds invested in the Securities for the Investor’s normal
expenses, (iii) is able to bear the substantial economic risks of an investment
in the Securities for an indefinite period of time, (iv) has no need for
liquidity in such investment, (v) at the present time, the Investor could afford
a complete loss of such investment in the Securities, and (vi) the
Investor’s investment in the Securities represents less than ten percent
(10%) of the portion of the Investor’s assets that are available for use in
making investments in equity securities. 









        (h)       The
Investor understands that the Securities are being offered and sold to it, him
or her in reliance upon specific exemptions from the registration requirements
of the Securities Act of 1933 (the “Securities Act”) and applicable
state exemption(s) and that the Company is relying upon the truth and accuracy
of, and the Investor’s compliance with, the Investor’s
representations, warranties, covenants, agreements, acknowledgments and
understandings set forth herein in order to determine the availability of such
exemptions and his, her or its eligibility to acquire the Securities.




        (i)       The
Investor is an “Accredited Investor” as defined in Rule 501(d) of
Regulation D, promulgated by the SEC under the Securities Act, and such
qualification is based on the fact that either (i) if the Investor is an
individual, the Investor (a) as of the date of this Agreement (either
individually or jointly with his or her spouse) has a net worth in excess of
$1,000,000; or (b) the Investor had an individual income in excess of $200,000
(or joint income in excess of $300,000 with his or her spouse) for each of the
two most recent years and reasonably expects an income in excess of $200,000 (or
joint income in excess of $300,000 with his or her spouse) for the current year;
or (ii) if the Investor is not an individual, the Investor (a) is a corporation,
Massachusetts or similar business trust, or partnership, not formed for the
specific purpose of acquiring the securities offered, with total assets in
excess of $5,000,000, or (b) is an entity in which all of the equity owners are
accredited investors. 



        (j)       The
Investor acknowledges that none of the Securities have been registered under the
Securities Act, or under the securities laws of any state and, therefore, cannot
be sold, transferred or otherwise disposed of unless they are either registered
under the Securities Act and any applicable state securities laws or unless
exemptions from such registration are available, provided that the Investor
delivers to the Company an opinion of counsel reasonably satisfactory to the
Company confirming the availability of such exemption. The Investor represents
that the Investor is purchasing Securities for the Investor’s own account,
for investment and neither as a nominee, nor with a view to the resale or
distribution thereof except in compliance with the Securities Act and the
restrictions contained in the immediately preceding sentence. The Investor has
not offered or sold any portion of the Securities being acquired nor does the
Investor have any present intention, agreement, understanding or arrangement to
subdivide, sell, distribute, assign, transfer or otherwise dispose of all or any
portion of the Securities to any other person either currently or after the
passage of a fixed or determinable period of time or upon the occurrence or
nonoccurrence of any predetermined event or circumstance in violation of the
Securities Act. The Investor further recognizes that, the Company is not
assuming any obligation to register the Securities, including any shares
underlying the Notes. 



        (k)       The
Investor further covenants that it will not make any sale, transfer or other
disposition of the Securities in violation of the Securities Act, the Securities
and Exchange Act of 1934, as amended (the “Exchange Act”), the
rules and regulations of the SEC promulgated thereunder or any applicable state
securities laws. 



        (l)       The
Investor has had the opportunity to review with its own tax advisors the
federal, state and local tax consequences of the purchase of the Securities. The
Investor understands that the Investor (and not the Company) shall be
responsible for his, her or its own tax liability that may arise as a result of
the purchase or sale of the Securities. 



        (m)       The
Investor acknowledges that it has had the opportunity to review the Offering
Materials and the transactions contemplated thereby with its own legal counsel.
The Investor is not relying on the Company or any of the Company’s agents
for legal advice with respect to its investment in the Securities. 











        (n)       If
this Agreement is executed and delivered on behalf of a natural person, such
person is at least 21 years of age and is purchasing the Securities solely for
such person’s own account and not for the account of any other person.




        (o)       The
Investor recognizes that its investment in the Securities involves substantial
risks, including loss of the entire amount of such investment, and has taken
full cognizance of and understands all of the risks related to a purchase of the
Securities, including, without limitation, the risk of losing the entire
investment. 



        (p)       The
Investor has carefully reviewed and considered the risk factors included in the
Company’s Annual Report and Quarterly Reports (collectively, the
“Risk Factors”). THE INVESTOR HEREBY ACKNOWLEDGES AND
CONFIRMS THAT THE INVESTOR HAS CAREFULLY REVIEWED AND CONSIDERED THE RISKS AND
UNCERTAINTIES DESCRIBED IN THE RISK FACTORS BEFORE MAKING AN INVESTMENT DECISION
TO PURCHASE THE SECURITIES. 



        (q)       THE
INVESTOR ACKNOWLEDGES AND AGREES THAT THE PER SHARE PURCHASE PRICE AT WHICH IT
IS PURCHASING THE SHARES OF THE COMPANY’S COMMON STOCK (INCLUDING ALL
SHARES OF THE COMPANY’S COMMON STOCK INTO WHICH THE NOTES MAY BE CONVERTED)
MAY BE HIGHER OR LOWER FROM THE PER SHARE PURCHASE PRICE AT WHICH OTHER
INVESTORS MAY ACQUIRE SHARES OF THE COMPANY’S COMMON STOCK. 



        Section 4.3 Legends on Stock Certificates and Notes.  



        (a)       The
Investor acknowledges and understands that the Notes and the other Securities
will bear, by imprint or endorsement, appropriate legends reflecting the
unregistered and restricted status of the Securities under the Securities Act
and applicable state securities laws. The Investor understands that the same
shall bear a restrictive legend in, or substantially in, the form set forth
below: 



	  	
THE
SECURITIES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE  “SECURITIES ACT”) OR UNDER ANY STATE SECURITIES LAWS
AND MAY NOT BE TRANSFERRED, SOLD, CONVEYED, PLEDGED, GIFTED,  ASSIGNED, ENCUMBERED
OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND ANY APPLICABLE
STATE  SECURITIES LAWS OR PURSUANT TO AVAILABLE EXEMPTIONS FROM REGISTRATION FROM
THE SECURITIES ACT AND THE RULES  PROMULGATED THEREUNDER AND UNDER APPLICABLE STATE
SECURITIES LAWS, PROVIDED THAT THE INVESTOR DELIVERS TO THE  COMPANY AN OPINION OF
COUNSEL REASONABLY SATISFACTORY TO THE COMPANY CONFIRMING THE AVAILABILITY OF SUCH
EXEMPTION.  INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE
FINANCIAL RISKS OF THIS INVESTMENT FOR AN  INDEFINITE PERIOD OF TIME. 






        (b)       The
Investor agrees, that so long as the restrictive legends described herein in
this Agreement remain on the Securities the Company may maintain appropriate
“stop transfer” orders with respect to the Securities, or any portion
thereof, on its stock books and ledger and with its registrar and transfer
agent, if any. 









        Section
4.4 No Brokers or Finders. No person has or will have, as a result of
this Agreement or the transactions contemplated by this Agreement, any right, interest or
valid claim against or upon the Company for any commission, fee or other compensation as
finder or broker arising out of the transactions contemplated by this Agreement as a
result of any agreement or arrangement made by or on behalf of the Investor or by any
agent or affiliate of the Investor. 



ARTICLE II

UNDERSTANDINGS AND NOTICE TO THE INVESTOR  



        The
Investor understands and acknowledges as follows: 



        (a)       The
Securities have not been registered under the Securities Act or the securities
laws of any state and are intended to be offered and sold in reliance on
exemption from the registration requirements of the Securities Act by virtue of
Section 4(2) of the Securities Act and/or other exemptions thereunder, which is
in part dependent upon the truth, completeness and accuracy of the statements
made by the undersigned herein. 



        (b)       There
is no public or other market for the Securities and no such public or other
market may ever develop. The Securities purchased by the Investor will
constitute “restricted securities” as defined in Rule 144. There
can be no assurance that the undersigned will be able to sell or dispose of the
Securities. It is understood that in order not to jeopardize the exempt status
of the purchase of the Securities by the Investor under the Securities Act, any
transferee may, at a minimum, be required to fulfill the investor suitability
requirements thereunder, in addition to other requirements under this Agreement.




        (c)       The
Investor hereby acknowledges and agrees that the Investor’s agreement to
purchase the Securities hereunder is irrevocable by the Investor, and that,
except as required by applicable law (if any) with respect to investors that are
residents of certain states, the Investor is not entitled to cancel, terminate
or revoke this Agreement or any agreements of the undersigned hereunder and that
this Agreement shall survive the death or disability of the undersigned and
shall be binding upon and inure to the benefit of the parties and their heirs,
executors, administrators, successors, legal representatives and permitted
assigns. The Investor hereby confirms that the Investor’s state of
residence is the state set forth on the Investor’s signature below. If the
Investor is more than one person, the obligations of the Investor parties
hereunder shall be joint and several and the agreements, representations,
warranties, covenants and acknowledgments herein contained shall be deemed to be
made by and be binding upon each such person and his/her heirs, executors,
administrators, successors, legal representatives and permitted assigns.




        (d)                 The
Securities are subject to restrictions on transferability and resale under
applicable law and may not be transferred or resold except as permitted under
the Securities Act and applicable state securities laws, pursuant to
registration or exemption therefrom. Investors should be aware that they may be
required to bear the financial risks of this investment for an indefinite period
of time. 



        (e)                 The
Investor acknowledges that, except to the extent that information is contained
in a public filing made by the Company with the SEC on EDGAR, any information
provided to the Investor and/or the Investor’s legal and financial advisors
with respect to the Securities, including the information contained in the
Offering Materials and all additional information furnished by the Company to
the Investor and/or his advisors in connection with the Securities, is
confidential and nonpublic and agrees that all such information shall be kept in
confidence by the Investor and his advisors and neither used by the Investor nor
his advisors for the Investor’s or other person’s personal benefit
(other than in connection with this Agreement), nor disclosed to any other third
party for any reason; provided, however, that this obligation shall not apply to
any such information that (i) is part of the public knowledge or literature and








readily accessible at the date
hereof, or (ii) becomes part of the public knowledge or literature and readily
accessible by publication (except as a result of breach of this provision).




        (f)       The
representations, warranties, covenants and agreements of the Investor contained
herein shall be true and correct in all material respects on and as of the date
of the Closing of the sale of Securities to the Investor hereunder as if made on
an as of such date and shall survive the execution and delivery of this
Agreement and the Investor’s purchase of the Securities. 



        (g)       IN
MAKING AN INVESTMENT DECISION, THE INVESTOR MUST RELY ON THE INVESTOR’S OWN
EXAMINATION OF THE COMPANY AND THE TERMS OF THE SECURITIES, INCLUDING THE MERITS
AND RISKS INVOLVED. 



        (h)       The
offering and sale of the Securities are intended to be exempt from registration
under the securities law of certain states in the United States. Persons
subscribing for the Securities must note that there are restrictions on the
transfer of the Securities as stipulated herein. The Investor hereby
acknowledges that he or she has read the following notices and has taken full
cognizance of and understands the notices applicable to such Investor and the
restrictions on the transfer of the Securities. 



RESIDENTS OF ALL U.S. STATES:  



	  	
THE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OR THE
SECURITIES LAWS OF ANY STATE AND ARE BEING  OFFERED AND SOLD IN RELIANCE
ON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND SUCH
LAWS.  THE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION, ANY STATE SECURITIES  COMMISSION OR
OTHER REGULATORY AUTHORITY, NOR HAVE ANY OF THE FOREGOING AUTHORITIES PASSED
UPON OR ENDORSED THE  MERITS OF THIS OFFERING. ANY REPRESENTATION TO THE
CONTRARY IS UNLAWFUL. 






	  	
THE
SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE
TRANSFERRED OR RESOLD EXCEPT  AS PERMITTED UNDER THE SECURITIES ACT AND APPLICABLE
STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION  THEREFROM, AND
INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS
INVESTMENT FOR  AN INDEFINITE PERIOD OF TIME. 






RESIDENTS OF FLORIDA  



	  	
THE
SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE FLORIDA SECURITIES ACT. EACH
OFFEREE WHO IS A  FLORIDA RESIDENT SHOULD BE AWARE THAT SECTION 517.061(11)(A)(5)
OF THE FLORIDA SECURITIES AND INVESTOR PROTECTION ACT  PROVIDES, IN RELEVANT PART,
AS FOLLOWS: “WHEN SALES ARE MADE TO FIVE OR MORE PERSONS IN THIS STATE, ANY SALE IN
THIS  STATE MADE PURSUANT TO THIS SUBSECTION IS VOIDABLE BY THE PURCHASER IN SUCH
SALE EITHER WITHIN 3 DAYS AFTER THE FIRST  TENDER OF CONSIDERATION IS MADE BY SUCH
PURCHASER TO THE ISSUER, AN AGENT OF THE ISSUER OR AN ESCROW AGENT OR WITHIN 3 
 



















	  	
DAYS AFTER THE AVAILABILITY OF THAT PRIVILEGE IS COMMUNICATED TO SUCH PURCHASER, WHICHEVER
OCCURS LATER. 








RESIDENTS OF NEW YORK  



	  	
THIS
AGREEMENT HAS NOT BEEN REVIEWED BY THE ATTORNEY GENERAL PRIOR TO ITS ISSUANCE AND USE. THE
ATTORNEY GENERAL OF  THE STATE OF NEW YORK HAS NOT PASSED ON OR ENDORSED THE MERITS
OF THE SECURITIES OR THIS OFFERING. ANY  REPRESENTATION TO THE CONTRARY IS
UNLAWFUL. 






        (i)    The
Investor acknowledges that (a) the Company has entered into a non-binding letter
of intent with Organic Business Alliances LLC (“OBA”) pursuant to
which OBA would invest approximately $1.5 million in the Company under its
current offering under Regulation D (the “Offering”) and, subject to
the Company achieving certain specified milestones, invest up to an additional
$5.5 million on terms substantially the same as those of the Offering (the
“Investment”); (b) the Company is in default under its financing with
BlueCrest Venture Finance Master Fund Limited (“BlueCrest”), that the
BlueCrest financing has been accelerated, that the BlueCrest financing is
secured by substantially all of the assets of the Company, and that the Company
may use a portion of the proceeds from the Note to “cure” the defaults
under, and reinstate, the BlueCrest financing; (c) the Company continues to
pursue additional funding for the Company and that such funding may require the
issuance of equity, debt or equity-linked securities that may be substantially
dilutive to then current shareholders of the Company, including the Investor;
(d) the Company and BlueCrest may agree to convert all or a portion of the
BlueCrest financing to equity, which will be dilutive to the then current
shareholders of the Company, including the Investor, (e) the Company has
received notice from Nasdaq of the Company’s noncompliance with its Listing
Standards and its intention to delist the Company from Nasdaq if the Company
does not regain compliance with the Nasdaq Listing Standards. 



ARTICLE III

CONDITIONS TO OBLIGATIONS  



        Section
3.1 Conditions to Obligations of the Company. The obligation of the
Company to sell and issue the Securities to the Investor at the Closing is subject to,
among other things, the fulfillment on or prior to the Closing Date of the following
conditions, any of which may be waived by the Company: 



          		    (a)       
               each of the representations and warranties of the Investor contained in this
               Agreement shall be true and correct in all material respects on and as of the
               Closing Date as if made by such Investor on and as of such date, and each of the
               covenants and agreements of each Investor contained in this Agreement to be
               performed on or before the Closing Date shall have been duly and fully performed
               on or before such date, and, if requested by the Company, the Investor shall
               have delivered a certificate to the Company as to the truth and accuracy of the
               statements in this paragraph; 



               



          		    (b)       
               no order shall have been entered (or be in effect) by a court of competent
               jurisdiction which enjoins, prohibits or materially restrains the transactions
               contemplated by this Agreement; 



               



          		    (c)       
               the Investor shall have delivered to the Company a check or money order or
               federal funds wire transfer or ETF (as directed and requested by the Company
               prior to the 



               
















	  	Closing Date), in the amount of and in payment in full of the
Purchase Price for the Securities to be purchased by such Investor as provided
hereunder; 








        Section
3.2 Conditions to Obligations of the Investors. The obligation of the
Investor to purchase the Securities at the Closing is subject to the fulfillment on or
prior to the Closing Date of the following conditions, any of which may be waived by such
Investor: 








        (a)       each
of the representations and warranties of the Company contained in this Agreement
shall be true and correct in all material respects on and as of the Closing Date
as if made by the Company on and as of such date, and each of the covenants and
agreements of the Company contained in this Agreement to be performed on or
before the Closing Date shall have been duly and fully performed on or before
such date; and 



        (b)       The
Company shall have obtained any and all consents (including all governmental or
regulatory consents, approvals or authorizations required in connection with the
valid execution and delivery of this Agreement), permits and waivers necessary
or appropriate for consummation of the transactions contemplated by this
Agreement. 



ARTICLE IV

ADDITIONAL AGREEMENTS AND PROVISIONS  



        Section
4.1 Assignment. Neither this Agreement nor any of the rights, interests
or obligations hereunder shall be assigned by any of the parties hereto without the prior
written consent of the other party. 



        Section
4.2 Expenses. Any legal or other fees, costs or expenses incurred in
connection with the consideration, preparation, and/or consummation of this Agreement and
the transactions contemplated hereby and thereby shall be borne and paid solely by the
party incurring such fees, costs and expenses. 



        Section
4.3 Pronouns and Plurals; “Person”. Whenever the
context may require, any pronouns and any variations thereof used herein shall be deemed
to refer to the masculine, feminine, impersonal, singular or plural, as the identity of
the person or persons may require. As used in this Agreement, the term “person”
shall mean and include an individual, entity, corporation, trust, partnership, limited
liability company or partnership, joint venture, unincorporated organization, association,
governmental authority or any agency or political subdivision thereof. 



        Section
4.4 Headings. The article, section, subsection, captions, headings and
other titles preceding the text of each section, subsection or paragraph hereof are for
convenience of reference only and shall not effect the construction, meaning or
interpretation of this Agreement (or of any provision hereof). 



        Section
4.5 Construction. The parties acknowledge that each party has reviewed
this Agreement and that any rule of construction to the effect that ambiguities are to be
resolved against the drafting party shall not be employed in the interpretation of this
Agreement (or of any provision hereof). 



        Section
4.6 Waiver of Compliance; Consents. Any failure of any party hereto to
comply with any obligation, covenant, agreement or condition herein may be waived by the
other parties hereto solely by a written instrument executed by such other parties; any
such written and signed waiver, and any failure by any party to insist upon strict
compliance with any obligation, covenant, agreement or condition herein, shall not operate
as a waiver of, or estoppel with respect to, any subsequent or other











failure. Whenever
this Agreement requires or permits consent by or on behalf of any party hereto, such
consent shall be given in writing. No waiver of any of the provisions of this Agreement
shall be deemed or shall constitute a waiver of any other provisions hereof (whether or
not similar), nor shall any such waiver constitute a continuing waiver unless otherwise
expressly so provided. 




        Section
4.7 Amendment and Modification. Except as set forth elsewhere in this
Agreement, neither this Agreement nor any provision hereof shall be amended waived,
modified, supplements changed, discharged, terminated, revoked or canceled, except by a
written instrument mutually agreed upon and executed by all parties hereto. 



        Section
4.8 Notices. All notices, requests, demands, and other communications
under this Agreement shall be in writing and shall be deemed to have been duly given on
the date of service if served personally on the party to whom notice is to be given, on
the date of transmittal of services via facsimile or telecopy to the party to whom notice
is to be given (if receipt is orally confirmed by phone and a confirming copy delivered
thereafter in accordance with this Section), or on the fifth day after mailing if mailed
to the party to whom notice is to be given, by first class mail, registered or certified,
postage prepaid, or via a nationally recognized overnight courier providing a receipt for
delivery and properly addressed to the applicable address as set forth below. Any party
may change its address for purposes of this paragraph by giving notice of the new address
to each of the other parties in the manner set forth above. 



	  	  	(a) 	  	       If
to the Company to:  






	  	
Bioheart, Inc.

13794 NW 4th Street

Suite 212

Sunrise, Florida 33325
 


Attention: Chief Financial Officer

Fax:       (954) 835-1500

Phone:   (954) 845-9976

 
















	  	  	(b) 	  	                 If
to the Investor, to the Investor’s address set forth on the signature           page
hereto.  






        Section
4.9 Binding Effect. This Agreement and all the terms and provisions
hereof shall be binding upon and inure to the benefit of the parties hereto and their
respective heirs, estate, legal representatives, successors and permitted assigns and are
not intended and shall not be construed so as to confer any rights or benefits upon any
other person or party. 



        Section
4.10 Dealings in Good Faith; Best Efforts. Each party hereto agrees to
act in good faith with respect to the other party or parties hereto in exercising its
rights and discharging its obligations under this Agreement. Each party further agrees to
use its reasonable best efforts to ensure that the purposes of this Agreement (and the
related documents and agreements referred to herein) are realized and to take such further
actions or steps, and execute and deliver (and, as appropriate, file) such further
documents, certificates, instruments and agreements, as are reasonably necessary to
implement the provisions of this Agreement and to consummate the Closing, upon the terms
and as contemplated by this Agreement. 



        Section
4.11 Governing Law; Jurisdiction. The validity and effect of this
Agreement, and the rights and obligations of the parties hereto, shall be enforced,
governed by, and construed in all 










respect in accordance with the
internal laws of the State of Florida (without reference to conflict of laws provisions).
Each Party hereby irrevocably and unconditionally (a) agrees that any Action or
Proceeding, at Law or equity, arising out of or relating to this Agreement and any other
agreements or the transactions contemplated hereby and thereby shall only be brought in
the state or federal courts located in Broward County, Florida, (b) expressly submits to
the personal jurisdiction and venue of such courts for the purposes thereof and (c)
waives and agrees not to raise (by way of motion, as a defense or otherwise) any and all
jurisdictional, venue and convenience objections or defenses that such party may have in
such action or proceeding. Each party hereby irrevocably and unconditionally consents to
the service of process of any of the aforementioned courts. Nothing herein contained
shall be deemed to affect the right of any party to serve process in any manner permitted
by law or commence legal proceedings or otherwise proceed against any other party in any
other jurisdiction to enforce judgments obtained in any action or proceeding brought
pursuant to this Paragraph 4.11.  



        Section
4.12 Severability.  It is the desire and intention of the parties hereto
that, whenever possible, each provision of this Agreement be interpreted in such a manner
as to be effective and valid under applicable law; if, however, any provision of this
Agreement is found or held to be invalid or unenforceable under any applicable statute or
rule of law, then such provision shall be deemed inoperative to the extent that it may
conflict therewith and shall be deemed to be modified to conform with such statute or rule
of law. Any provision hereof that may prove invalid or unenforceable under any law shall
not affect the validity or enforceability of any other provision hereof. 



        Section
4.13 Entire Agreement. This Agreement, and the Securities constitute the
entire agreement and understanding of the parties hereto with respect to the subject
matter hereof, and supersedes all prior discussions, understandings, negotiations,
agreements, representations, warranties, promises, assurances, covenants, arrangements and
communications, both written and oral, express or implied, of any and every nature between
or among the parties hereto. 



        Section
4.14 Counterparts. This Agreement may be executed through the use of one
or more counterparts, all of which together shall be considered one and the same
agreement, binding on all parties hereto, notwithstanding that all parties are not
signatories to the same counterpart. 



        Section
4.15 Specific Performance. In addition to any and all other
remedies that may be available at law in the event of any breach of this Agreement, each
party shall be entitled to specific performance of the agreements and obligations of the
other party hereunder and to such other injunctive or other equitable relief as may be
granted by a court of competent jurisdiction. 



        Section
4.16 Waiver of Jury Trial. THE INVESTOR AND THE COMPANY HEREBY WAIVE
THEIR RESPECTIVE RIGHTS TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING BASED UPON, OR
RELATED TO, THE SUBJECT MATTER OF THIS LETTER AGREEMENT. THIS WAIVER IS KNOWINGLY,
INTENTIONALLY AND VOLUNTARILY MADE BY THE INVESTOR AND THE COMPANY. 









NOTE PURCHASE
AGREEMENT SIGNATURE PAGE 



        IN
WITNESS WHEREOF, the parties hereto have executed this Note Purchase Agreement as of the
date hereof.  



	  	BIOHEART, INC.  






	  	
BY: /s/Howard J. Leonhardt

Name: Howard J. Leonhardt
Title: Chief Executive Officer 








[SIGNATURE PAGE OF
INVESTOR FOLLOWS] 










TO BE COMPLETED BY INVESTOR(s) 



	By: /s/ Bruce Meyers                  

Bruce Meyer 	Principal Amount of the Note: $100,000

Number of Shares of Common Stock: 100,000











Address for Notices: 



________________________________ 



________________________________ 



________________________________ 



Telephone No.: _______________________________ 



E-mail address: _______________________________ 



Tax ID: _______________________________ 









NOTE PURCHASE
AGREEMENT SIGNATURE PAGE 



        IN WITNESS
WHEREOF, the parties hereto have executed this Note Purchase Agreement as of the date
hereof. 



TO BE COMPLETED BY
INVESTOR(s) 



	By: /s/ Dana Smith             

Dana Smith
 	Principal Amount of the Note: $20,000

Number of Shares of Common Stock: 20,000
 










Address for Notices: 



________________________________ 



________________________________ 



________________________________ 



Telephone No.:
_______________________________ 



E-mail address:
_______________________________ 



Tax ID:  











EXHIBIT A 



FORM OF 10%
CONVERTIBLE PROMISSORY NOTE