Guarantee of Sublease between Phage Biotechnology and The Regents



 Exhibit 10.7 
 EXHIBIT D 
  
 GUARANTY OF
SUBLEASE 
  
 WHEREAS, The Regents of the University of California, hereinafter
“Sublandlord”, and Phage Biotechnology Corporation, hereinafter “Subtenant”, are about to execute a document entitled “Sublease Agreement” dated August 24, 2004 concerning the premises commonly known as 101 Theory,
Suite 200, Irvine, California, containing approximately 11,091 rentable square feet wherein Sublandlord will Sublease the premises to Subtenant, and 
  
 WHEREAS, CardioVascular BioTherapeutics, a Delaware corporation, hereinafter “Guarantor”, has a financial interest in Subtenant, and 
  
 WHEREAS, Sublandlord would not execute the Sublease if Guarantor did not execute and deliver
to Sublandlord this Guaranty of Sublease. 
  
 NOW THEREFORE, in consideration of
the execution of the foregoing Sublease by Sublandlord and as a material inducement to Sublandlord to execute said Sublease, Guarantor hereby jointly, severally, unconditionally and irrevocably guarantees the prompt payment by Subtenant of all rents
and all other sums payable by Subtenant under said Sublease and the faithful and prompt performance by Subtenant of each and every one of the terms, conditions and covenants of said Sublease to be kept and performed by Subtenant. 
  
 It is specifically agreed that the terms of the foregoing Sublease may be modified by
agreement between Sublandlord and Subtenant, or by a course of conduct, and said Sublease may be assigned by Sublandlord or any assignee of Sublandlord without consent or notice to Guarantor and that this Guaranty shall guarantee the performance of
said Sublease as so modified. 
  
 This Guaranty shall not be released, modified or
affected by the failure or delay on the part of Sublandlord to enforce any of the rights or remedies of the Sublandlord under said Sublease, whether pursuant to the terms thereof or at law or in equity. 
  
 No notice of default need be given to Guarantor, it being specifically agreed that the
guarantee of the undersigned is a continuing guarantee under which Sublandlord may proceed immediately against Subtenant and/or against Guarantor following any breach or default by Subtenant or for the enforcement of any rights which Sublandlord may
have as against Subtenant under the terms of the Sublease or at law or in equity. 
  
 Sublandlord shall have the right to proceed against Guarantor hereunder following any breach or default by Subtenant without first proceeding against Subtenant and without previous notice to or demand upon either Subtenant or Guarantor.

  
 Guarantor hereby waives (a) notice of acceptance of this Guaranty (b) demand
of payment, presentation and protest, (c) all right to assert or plead any statute of limitations relating to this Guaranty or the Sublease, (d) any right to require the Sublandlord to proceed against the Subtenant or any other Guarantor or any
other person or entity liable to Sublandlord, (e) any right to require Sublandlord to apply to any default any security deposit or other security it may hold under the Sublease, (f) any right to require Sublandlord to proceed under any other remedy
Sublandlord may have before proceeding against Guarantor, (g) any right of subrogation. 







 SUBLEASE AGREEMENT 
  
 Guarantor does hereby subrogate all existing or future indebtedness of Subtenant to Guarantor to the obligations owed to Sublandlord under
the Sublease and this Guaranty. 
  
 If a Guarantor is married, such Guarantor
expressly agrees that recourse may be had against his or her separate property for all of the obligations hereunder. 
  
 The obligations of Subtenant under the Sublease to execute and deliver estoppel statements and financial statements, as therein provided, shall be deemed to also require
the Guarantor hereunder to do and provide the same. 
  
 The term
“Sublandlord” refers to and means the Sublandlord named in the Sublease and also Sublandlord’s successors and assigns. So long as Sublandlord’s interest in the Sublease, the subleased premises or the rents, issues and profits
therefrom, are subject to any mortgage or deed of trust or assignment for security, no acquisition by Guarantor of the Sublandlord’s interest shall affect the continuing obligation of Guarantor under this Guaranty which shall nevertheless
continue in full force and effect for the benefit of the mortgagee, beneficiary, trustee or assignee under such mortgage, deed of trust or assignment and their successors and assigns. 
  
 The term “Subtenant” refers to and means the Subtenant named in the Sublease and also Subtenant’s successors and assigns.

  
 In the event any action be brought by said Sublandlord against Guarantor
hereunder to enforce the obligation of Guarantor hereunder, the unsuccessful party in such action shall pay to the prevailing party therein a reasonable attorney’s fee which shall be fixed by the court. 
  

							
	 Executed at
	 	 Tustin, CA

	 	 “GUARANTOR”:

	 On
	 	 8/24/04

	 	 CardioVascular BioTherapeutics

	 Address
	 	 14272 Franklin Ave. #110
 Tustin, CA 92780

	 	 	 	 
	 	 	 	 	 By:
	 	 /s/ Judith S. Pelton


	 	 	 	 	 Name:
	 	 Judith S. Pelton

	 	 	 	 	 Its:
	 	 CORPORATE SECRETARY

				
	 	 	 	 	 By:
	 	 /s/ John W. Jacobs


	 	 	 	 	 Name:
	 	 COO

	 	 	 	 	 Its:
	 	 JOHN W. JACOBS