Exhibit 4.11
 EXECUTION COPY
 NEITHER THIS WARRANT NOR THE COMMON STOCK WHICH MAY BE ACQUIRED UPON EXERCISE HEREOF HAS BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ACT), OR ANY APPLICABLE STATE
SECURITIES LAWS, AND MAY NOT BE SOLD, OFFERED FOR SALE, TRANSFERRED, ASSIGNED, PLEDGED OR
HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT WITH RESPECT THERETO UNDER THE
ACT AND ANY APPLICABLE STATE SECURITIES LAWS, OR AN EXEMPTION THEREFROM EXISTS.
 No. 04-2009-04
    
    Warrant to Purchase 173,638 Shares of
Common Stock (subject to adjustment)
 WARRANT TO PURCHASE SHARES OF COMMON STOCK
of
BIOHEART, INC.
 Warrant Issue Date Exhibit A Notice of Exercise Form
 Term of Warrant Warrant Term Expiration
Date
 Exercise Price
 Exercise of Warrant




---



##### 



Net Issue Exercise
 X = Y (A  B)
               A
 X =
    the number of shares of Common Stock to be issued to the Holder upon
exerciseY =
    the number of shares of Common Stock purchasable under the Warrant or,
if only a portion of the Warrant is being exercised, the portion of
the Warrant being exercised (at the date of such calculation)A =
    the Fair Market Value of one share of the Companys Common Stock (at
the date of such calculation)B =
    the Exercise Price (as adjusted to the date of such calculation)
 2




---



##### 



No Fractional Shares or Scrip
 Replacement of Warrant
 Rights of Shareholders
 Transfer of Warrant
 Warrant Register
 3




---



##### 



Warrant Agent
 Transferability and Nonnegotiability of Warrant
  Exhibit C
 Representations and Warranties of Company
 4




---



##### 



Organization, Good Standing, and Qualification
 Authorization
 Compliance with Other Instruments
 Valid Issuance of Common Stock
 Representations and Covenants of the Holder
    5




---



##### 



provided
 Legend
 The securities represented by this certificate have not been registered under
the Securities Act of 1933, as amended (the Securities Act) and may not be sold
or transferred in the absence of an effective registration statement under the
Securities Act or an exemption from such registration. The securities
represented by this certificate are subject to certain restrictions and
agreements contained in, that certain Warrant Agreement dated April ___, 2009, by
and between Hunton & Williams, LLP and the Company and, may not be sold,
assigned, transferred, encumbered, pledged or otherwise disposed of except upon
compliance with the provisions of such Warrant Agreement. By the acceptance of
the shares of capital stock evidenced by this certificate, the holder agrees to
be
 6




---



##### 



bound by such Warrant Agreement and all amendments thereto. A copy of such
Warrant Agreement has been filed at the office of the Company.
 Reservation of Stock
 Notices
       7




---



##### 



Amendments
   Adjustments
 Reclassification, etc
 Split, Subdivision or Combination of Shares
 Adjustments for Dividends in Stock or Other Securities or Property
 8




---



##### 



Certificate as to Adjustments
 No Impairment
 Piggyback Registration Rights
 Piggyback Registration Period Registration Statement Section 15.1 Notice Piggyback
Registration
 9




---



##### 



" Registrable Shares .
 Company Covenants
 Exchange Act
 SEC
  10




---



##### 



Furnish Information
 Expenses of Company Registration
 11




---



##### 



Registration Expenses
 Underwriting Requirements
 Indemnification
 Violation
 12




---



##### 



provided however provided further
  13




---



##### 



Reports Under Securities Exchange Act of 1934 Rule 144
    14




---



##### 



Permitted Transferees
 Termination of Registration Rights
 Information
 Descriptive Headings
 Governing Law
 Waiver of Jury Trial .
 15




---



##### 



HUNTON & WILLIAMS, LLP
    
    
    
    BIOHEART INC.By:
    
    /s/ David Wells
    
    
    
    By:
    
    /s/ Howard J. LeonhardtName: David Wells
    
    
    
    
    
    Name: Howard J. LeonhardtTitle: Partner
    
    
    
    
    
    Title: Chairman, CEO & CTO
 16




---



##### 



EXHIBIT A
 NOTICE OF EXERCISE FORM
 To:
    
    Bioheart Inc.
 
   
  
 17




---



##### 



EXHIBIT C
 ASSIGNMENT FORM
  Name of Assignee
    
    Address
    
    No. of Shares
 
  
 18