EXECUTION COPY










SUBORDINATION AGREEMENT






This SUBORDINATION AGREEMENT (hereinafter
"Agreement") is entered into and is effective this 24th day of July 2009 by and between BlueCrest Venture Finance Master
Fund Limited, a Cayman Islands limited company, PO Box 309, Ugland House, South
Church Street, George Town, Cayman Islands (“BlueCrest”), as assignee
of BlueCrest Capital Finance, L.P. (“BCF”), and Bruce Meyers and Dana
Smith (each a “Lender” and collectively, “Lenders”).






RECITALS






A.  Lenders are
providing an unsecured convertible term loan in the aggregate principal amount
of $120,000 (the “Term Loan”) to Bioheart Inc.
("Debtor").






B.  BluCrest has
provided credit facilities or arrangements to Debtor, including, without
limitation, those facilities provided under that certain Loan and Security
Agreement (the “Loan Agreement”) between BCF and Debtor, dated as May
31, 2007 (collectively, “BlueCrest Senior Debt”), which BCF
subsequently assigned to BlueCrest, and in connection therewith has obtained a
first position security interest in certain tangible and intangible assets of
the Debtor and all cash and non-cash proceeds and products thereof which are described on the attached
Schedule A ("BlueCrest Collateral"). (Capitalized terms used herein
and not otherwise defined shall have the meanings ascribed to them in the Loan
Agreement.)






C.  Lender and
BlueCrest agree that Lender will subordinate its right to repayment of the
indebtedness and other obligations of Debtor to Lender under the Term Loan
(“Subordinated Debt”) and any interest in the BlueCrest Collateral to
the payment rights and security interest of BlueCrest and further that Lender
and BlueCrest may extend or may continue to extend financing to Debtor in
reliance on the priority of such payment rights and security interests as set
forth in this Agreement; provided, however, that the foregoing shall not
prohibit Lender from converting the Term Loan to shares of the Debtor’s
common stock (a “Conversion”). 






NOW, THEREFORE, in
consideration of the promises and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged by each of the parties
hereto, the parties hereto agree as follows:






1.  


Consent; Subordination by Lender.  






(a)


BlueCrest consents to the Term Loan and the issuance by the Debtor of the note constituting the Subordinated Debt and to a Conversion.






(b)


Lender hereby agrees that
BlueCrest’s security interest in the BlueCrest Collateral is and shall be
prior to all liens, claims and interests of Lender under the Term Loan.
 


(c)


Except as set forth in Section 1(d) below, Lender hereby
subordinates payment by Debtor of the Subordinated Debt to the payment to
BlueCrest, in full in cash, of all BlueCrest Senior Debt. Lender agrees not to
ask for, demand, take or receive payment in respect of all or any part of the
Subordinated Debt, including any interest payable thereon or in respect thereof,
or take any enforcement action in respect thereof, unless and until all of the
BlueCrest Senior Debt has been paid in full in cash and all obligations of
BlueCrest to extend credit to Debtor have been irrevocably terminated; provided,
however, that the foregoing shall not prohibit Lender from electing a Conversion
under the terms of the Term Loan.  


(d)


The parties hereby acknowledge and agree that, notwithstanding
Section 1(c) above, Lender may accept from Debtor payments of principal and/or
interest in respect of all or any portion of the Subordinated Debt provided that
such payments are made solely in shares of Debtor’s common stock and/or any
other equity securities of Debtor which are exercisable for or convertible into
shares of Debtor’s common stock, and Lender may accelerate the Subordinated
Debt in accordance with the terms thereof; provided, that, any payment in cash
as a result of such acceleration shall be subject to the restrictions on
collection contained herein.


(e)


Lender represents and warrants that set forth on Schedule B
attached hereto is its complete legal name and address, and the outstanding
principal amount of Subordinated Debt owing by Debtor to Lender as of the 






















EXECUTION COPY






date hereof
and that, except for this Agreement, Lender has not executed any intercreditor
agreements or subordination agreements with respect to the Subordinated Debt or
the Debtor.  Lender agrees that upon any distribution of the assets or
readjustment of the indebtedness of Debtor by reason of liquidation,
composition, bankruptcy, arrangement, receivership, assignment for the benefit
of creditors or any other similar action or proceeding (individually and
collectively, a “Proceeding”), BlueCrest shall be entitled to receive
payment in full in cash of all of the BlueCrest Senior Debt prior to the payment
of all or any part of the Subordinated Debt.


(f)


All terms used and not
otherwise defined herein which are defined in Article 9 of the Illinois Uniform
Commercial Code shall have the meanings assigned to them in Article 9 of the
Illinois Uniform Commercial Code as in effect on the date of this Agreement.
 






2.  


Extent of
Subordination, The subordinations and priorities specified herein are
applicable irrespective of the time, manner or order of attachment or perfection
of any security interests, liens or claims, or the time or order of filing of
any financing statements, or the giving or failure to give notice of the
acquisition or expected acquisition of any purchase money security interests or
other security interests; provided, however, if, for any reason, a security
interest, lien or claim of a party to which a security interest, lien or claim
of the other party is hereby subordinated is not perfected or is avoidable, then
the subordination of such security interest, lien or claim of such other party
shall not be effective as to the particular collateral which is the subject of
the unperfected or avoidable security interest, lien or claim.






3. 


Continuing
Agreement. This Agreement shall constitute a continuing agreement of
subordination.  Subject to Section 6(b), the subordinations and priorities
specified herein shall remain in full force and effect until all BlueCrest
Senior Debt is paid in full and all contractual commitments by BlueCrest to
extend credit to Debtor have terminated.  Notwithstanding the foregoing,
nothing herein shall preclude any party, without notice to the other parties,
from lending money, extending credit or providing other financial services to or
on behalf of Debtor; provided that any such loans, extensions of credit or other
financial services by Lender shall be subordinated to the rights of BlueCrest as
provided herein. This Agreement
shall constitute the entire agreement between the parties with respect to the
subject matter hereof and shall not be amended except with the written consent
of both Lender and BlueCrest. 


4. 


Payments Held in Trust.  In the event that Lender
receives any payment of any Subordinated Debt which at the time paid or received
is in violation of or is prohibited under this Agreement, Lender shall:
 (a) not credit such payments against the Subordinated Debt,
(b) promptly notify BlueCrest in writing thereof, and (c) receive the
same in trust for BlueCrest and promptly pay and deliver the same to BlueCrest
in precisely the form received, except for any requisite endorsement or
assignment, which Lender will make and hereby authorizes BlueCrest or any of its
officers or authorized employees to make in the event that Lender does not make
the same; provided, however, that BlueCrest consents to the payment by the
Debtor of fees and expenses to Lender and its counsel in conjunction with the
Term Loan, not to exceed $10,000 in the aggregate.  BlueCrest will apply
any such moneys so received by it to the BlueCrest Senior Debt and will hold any
property other than money so received by it as Collateral therefor.
 Notwithstanding anything to the contrary herein contained, the provisions
of this paragraph 4 shall not apply to shares of common stock received by Lender
in connection with the Term Loan or a Conversion.


5.  


Waivers.  No
delay on the part of Lender or BlueCrest in exercising any right, power or
privilege granted hereunder shall operate as a waiver thereof, and no purported
waiver of any default, breach or violation of any term or provision contained
herein shall be deemed to be a waiver of such term or provision unless the
waiver is in writing and signed by the waiving party. No such waiver shall in
any event be deemed a waiver of any subsequent or other default, breach or
violation. The rights or remedies herein expressly specified are cumulative and
not exclusive of any other rights or remedies which the parties would otherwise
have.






6.  


Termination; Reinstatement. 






(a)


This Agreement may be
terminated upon at least thirty (30) days prior written notice by one party to
the other. Notwithstanding the foregoing, no termination pursuant to Section
6(a) shall impair the rights or priorities created or acquired hereunder by
either of the parties prior to the effective date of the termination. The notice
of termination and other notices given in connection with this Agreement shall
be deemed to have been given when received if personally delivered or sent by
overnight courier or five (5) business days after deposit in the
United States mail, postage prepaid,
addressed to each of Lender and to BlueCrest, with a copy to Debtor, at their
respective offices set forth above, or to such other address designated by such
party by notice to the other.























EXECUTION COPY













(b)




 If BlueCrest is required
in any Proceeding or otherwise to disgorge, turn over or otherwise pay to the
estate of Debtor, because such amount was avoided or ordered to be paid or
disgorged for any reason, including without limitation because it was found to
be a fraudulent or preferential
transfer, any amount (a “Recovery”), whether received as proceeds of
security, enforcement of any right of set-off or otherwise, then the BlueCrest
Senior Debt shall be reinstated to the extent of such Recovery and deemed to be
outstanding as if such payment had not occurred and repayment in full of the
BlueCrest Senior Debt shall be deemed not to have occurred. If this Agreement
shall have been terminated prior to such Recovery, this Agreement shall be
reinstated in full force and effect, and such prior termination shall not
diminish, release, discharge, impair or otherwise affect the obligations of the
parties hereto.














(c)






If Lender is required in
any Proceeding or otherwise to disgorge, turn over or otherwise pay to the
estate of Debtor, because such amount was avoided or ordered to be paid or
disgorged for any reason, including without limitation because it was found to
be a fraudulent or preferential transfer, any Recovery, whether received as
proceeds of security, enforcement of any right of set-off or otherwise, then the
Subordinated Debt shall be reinstated to the extent of such Recovery and deemed
to be outstanding as if such payment had not occurred and repayment in full of
the Lender Subordinated Debt shall be deemed not to have occurred. If this
Agreement shall have been terminated prior to such Recovery, this Agreement
shall be reinstated in full force and effect, and such prior termination shall
not diminish, release, discharge, impair or otherwise affect the obligations of
the parties hereto.







7.  


Independent
Investigation.  Neither BlueCrest nor Lender shall be responsible to
the other for Debtor's solvency or condition (financial or otherwise),
statements, representations or warranties (whether oral or
written), the validity, sufficiency or enforceability of the documents executed
by Debtor or the validity, sufficiency, enforceability or priority of any
security interests granted by Debtor in connection therewith. Lender and
BlueCrest have entered into their respective financing arrangements with Debtor
based on their own investigation, and neither has made any representation or
warranty to the other with respect to the matters described in this paragraph,
nor relied upon any such representation or warranty by the other.






8.  


Successors and Assigns:
Assignment. This Agreement shall be binding upon and inure to the benefit of
each of the parties hereto and their respective successors and assigns.
References herein to each party shall be deemed to refer to such party and its
successors and assigns. No other person shall have or obtain any right, benefit,
priority or interest under this Agreement. Any assignment by either party of any
security interest, lien or claim in any of the BlueCrest Collateral or any financing statement covering the same shall be
subject to this Agreement.






9.  


Attorneys' Fees and
Costs.  In the event of any dispute between the parties arising in
relation to this Agreement, the prevailing party shall be entitled to recover
all of its reasonable attorneys' fees and costs, in addition to all other sums
to which it may be entitled.






10.  


Governing Law.
This Agreement shall be governed by and construed in accordance with the laws of
the State of Illinois (without giving effect to its laws of conflicts) and to
the extent applicable, federal law.


11.


CONSENT TO
JURISDICTION. LENDER AND BLUECREST EACH IRREVOCABLY AGREE THAT ALL
ACTIONS OR PROCEEDINGS IN ANY WAY ARISING OUT OF OR RELATED TO THIS AGREEMENT
WILL BE LITIGATED IN COURTS HAVING SITUS IN CHICAGO, ILLINOIS.  LENDER AND
BLUECREST EACH HEREBY CONSENT AND SUBMIT TO THE JURISDICTION OF ANY COURT
LOCATED WITHIN CHICAGO, ILLINOIS, WAIVES PERSONAL SERVICE OF PROCESS UPON IT,
AND AGREE THAT ALL SUCH SERVICE OF PROCESS MAY BE MADE BY REGISTERED MAIL
DIRECTED TO LENDER OR BLUECREST, RESPECTIVELY, AT THE ADDRESS STATED ON THE
SIGNATURE PAGE HEREOF AND SERVICE SO MADE WILL BE DEEMED TO BE COMPLETED UPON
ACTUAL RECEIPT. 


12.


WAIVER OF JURY
TRIAL.  BLUECREST AND LENDER EACH WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION OR
PROCEEDING TO ENFORCE OR DEFEND ANY RIGHTS (A) UNDER THIS AGREEMENT OR ANY RELATED AGREEMENT OR
UNDER ANY AMENDMENT, INSTRUMENT, DOCUMENT OR AGREEMENT DELIVERED OR WHICH MAY IN
THE FUTURE BE DELIVERED IN CONNECTION WITH THIS AGREEMENT OR (B) ARISING FROM
ANY BANKING RELATIONSHIP EXISTING IN CONNECTION WITH THIS AGREEMENT, AND AGREES
THAT ANY






















EXECUTION COPY






SUCH ACTION OR PROCEEDING WILL BE TRIED BEFORE A COURT AND NOT BEFORE A
JURY.  BLUECREST AGREES THAT IT WILL NOT ASSERT ANY CLAIM AGAINST LENDER OR
ANY OTHER PERSON INDEMNIFIED UNDER THIS AGREEMENT ON ANY THEORY OF LIABILITY FOR
SPECIAL, INDIRECT, CONSEQUENTIAL, INCIDENTAL OR PUNITIVE DAMAGES.


13.  


Construction.
 This Agreement shall not be construed more strictly against either party
by virtue of the preparation of this Agreement.  This Agreement may be
executed in counterparts, each of which shall be an original and all of which
shall constitute one and the same Agreement.  This Agreement may be
executed by fax or email.










[Remainder of page intentionally left blank.]






















EXECUTION COPY










IN WITNESS WHEREOF, this Agreement has been duly executed by the parties hereto.






BlueCrest:






BlueCrest Venture Finance Master Fund Limited 


By: BlueCrest Capital Management L.P. 


(acting through its general partner BlueCrest Capital Management
Limited) in its capacity as investment manager to and for and on behalf of
BlueCrest Venture Finance Master Fund Limited










By: _________________________


Name:


Title: 






PO Box 309, Ugland House


South Church Street


George Town, Cayman Islands


Attn:  General Counsel






With a copy:


c/o 225 West Washington Street, Suite 200


Chicago, IL   60606


Attn:  Mark King






Date: July  ___, 2009










Lender:






/s/Bruce Meyers


Bruce Meyers






Address:














Date: July 24th, 2009














Lender:






/s/Dana Smith


Dana Smith 






Address:














Date: July 24, 2009









[Signature page to Subordination Agreement]











EXECUTION COPY






JOINDER






The undersigned acknowledge the foregoing terms and conditions set forth in this Agreement and consent to the terms hereof.






Debtor:


Bioheart, Inc.






By: /s/Howard J. Leonhardt


Name: Howard J. Leonhardt


Title: Chief Executive Officer






Date: July 24,  2009






























EXECUTION COPY










SCHEDULE A


BLUECREST COLLATERAL






(i)


All Receivables;


(ii)


All Equipment;


(iii)


All Fixtures;


(iv)


All General Intangibles;


(v)


All Inventory; 


(vi)


All Investment Property;


(vii)


All Deposit Accounts and Securities Accounts (other than the Aggregation Account and the Payroll Account);


(viii)


All Cash;


(ix)


All Documents;


(x)


All Proceeds from the sale, transfer or other disposition of Intellectual Property;


(xi)


All other Goods and tangible and intangible personal property of
Borrower other than Intellectual Property, whether now or hereafter owned or
existing, leased, consigned by or to, or acquired by, Borrower and wherever
located, and 


(xii)


to the extent not otherwise included, all Proceeds of each of the
foregoing and all accessions to, substitutions and replacements for, and rents,
profits and products of each of the foregoing and all attachments, accessories,
accessions, replacements, substitutions, additions or improvements to any of the
foregoing, wherever located and all products and proceeds of the foregoing
including without limitation proceeds of insurance policies insuring the
foregoing and all books and records with respect thereto; 






(all of the foregoing personal property is
hereinafter sometimes individually and sometimes collectively referred to as
“BlueCrest Collateral”). The foregoing BlueCrest Collateral relates
solely to the assets of the Debtor.


























EXECUTION COPY










SCHEDULE B






SCHEDULE OF LENDERS










Name/Address


Principal Amount of Notes Held





		
	Bruce Meyers






	$100,000



	Dana Smith






	$20,000