CardioVascular BioTherapeutics, Inc. Sample Contracts

LEASE
Lease • August 11th, 2006 • CardioVascular BioTherapeutics, Inc. • Pharmaceutical preparations

This Work Letter (the “Work Letter”) is made and entered into as of the 7th day of August, 2006, by and between BMR-6828 NANCY RIDGE DRIVE LLC, a Delaware limited liability company (“Landlord”), and CARDIOVASCULAR BIOTHERAPEUTICS, INC., a Delaware corporation (“Tenant”), and is attached to and made a part of that certain Lease dated as of August 7, 2006 (the “Lease”), by and between Landlord and Tenant for the Premises located at 6828 Nancy Ridge Drive in San Diego, California. All capitalized terms used but not otherwise defined herein shall have the meanings given them in the Lease.

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CARDIOVASCULAR BIOTHERAPEUTICS, INC. STOCK OPTION AWARD AGREEMENT (INDEPENDENT CONTRACTOR / CONSULTANT)
Stock Option Award Agreement • March 29th, 2005 • CardioVascular BioTherapeutics, Inc. • Pharmaceutical preparations • Delaware

This Agreement, dated as of June 6, 2000 (“Award Agreement”), is entered into by and between CardioVascular BioTherapeutics, Inc., a Delaware corporation (the “Company”), and Elizabeth Gordon (the “Participant”).

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CARDIOVASCULAR BIOTHERAPEUTICS, INC. 1,500,000 Shares Common Stock UNDERWRITING AGREEMENT dated , 2005 First Dunbar Securities Corporation
Underwriting Agreement • February 4th, 2005 • CardioVascular BioTherapeutics, Inc. • Pharmaceutical preparations • Delaware
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CARDIOVASCULAR BIOTHERAPEUTICS, INC. STOCK OPTION AWARD AGREEMENT (CVBT EMPLOYEE)
Stock Option Award Agreement • March 29th, 2005 • CardioVascular BioTherapeutics, Inc. • Pharmaceutical preparations • Delaware

This Agreement, dated as of August 1, 2004 (“Award Agreement”), is entered into by and between CardioVascular BioTherapeutics, Inc., a Delaware corporation (the “Company”), and Jodie Mack (the “Participant”).

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CONTROLLING STOCKHOLDERS AGREEMENT
Controlling Stockholders Agreement • February 22nd, 2005 • CardioVascular BioTherapeutics, Inc. • Pharmaceutical preparations • Nevada

This Controlling Stockholders Agreement (the “Agreement”), dated as of August [30], 2004, by and among each of the holders of CardioVascular BioTherapeutics, Inc. Common Stock (“Common Stock”) of CardioVascular BioTherapeutics, Inc., a Delaware corporation (“Cardio”), listed on the signature page hereof and on Schedule A, annexed hereto (each a “Stockholder” and, collectively, the “Stockholders”).

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JOINT PATENT OWNERSHIP AND LICENSE AGREEMENT
Joint Patent Ownership and License Agreement • September 23rd, 2004 • CardioVascular BioTherapeutics, Inc. • California

This written Agreement (the “Agreement”) memorializes the oral agreement entered into and made effective the 16th day of August 2004 (the “Effective Date”) between CardioVascular BioTherapeutics, Inc. (“CARDIO”), whose principal place of business is at 1700 West Horizon Parkway, Suite 100, Henderson, Nevada 89102, and Phage Biotechnology Corporation (“PHAGE”), whose principal place of business is at 1700 West Horizon Parkway, Suite 100, Henderson, Nevada 89102.

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JOINT PATENT AGREEMENT February 28, 2007
Joint Patent Agreement • March 29th, 2007 • CardioVascular BioTherapeutics, Inc. • Pharmaceutical preparations • California

This Joint Patent Agreement (the “Agreement”) entered into as of the 28th day of February 2007 (the “Effective Date”) between CardioVascular BioTherapeutics, Inc. (“CARDIO”), whose principal place of business is at 1635 Village Center Circle, Suite 250, Las Vegas, NV 89134, and Phage Biotechnology Corporation (“PHAGE”), whose principal place of business is at 1635 Village Center Circle, Suite 260, Las Vegas, NV 89134.

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DISTRIBUTORSHIP AGREEMENT
Distributorship Agreement • September 23rd, 2004 • CardioVascular BioTherapeutics, Inc. • Nevada

CardioVascular BioTherapeutics, Inc., a corporation organized and existing under the laws of the State of Delaware, United States of America, with its principal place of business at 1700 West Horizon Ridge Parkway, Suite 100, Henderson, NV 89102 , U.S.A. (“Cardio”) and Phage Biotechnology Corporation, a corporation organized and existing under the laws of the State of California, United States of America, with the principal place of business at 1700 West Horizon Ridge Parkway, Suite 100, Henderson, NV 89102 , U.S.A. (“Phage”) (sometimes collectively referred to as “Manufacturer”), and agrees with Cardio Phage International Inc., organized and existing under the laws of the Commonwealth of the Bahamas with its principal place of business at P.O. Box CB-12751 Nassau, New Providence, Bahamas (hereinafter called “Distributor”), as follows:

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AMENDED AND RESTATED JOINT PATENT OWNERSHIP AND LICENSE AGREEMENT May 23, 2006
Joint Patent Ownership and License Agreement • May 26th, 2006 • CardioVascular BioTherapeutics, Inc. • Pharmaceutical preparations • California

This Joint Patent Ownership and License Agreement (the “Agreement”) entered into as of the 16th day of August 2004 (the “Effective Date”) between CardioVascular BioTherapeutics, Inc. (“CARDIO”), whose principal place of business is at 1635 Village Center Circle, Suite 250, Las Vegas, NV 89134, and Phage Biotechnology Corporation (“PHAGE”), whose principal place of business is at 1635 Village Center Circle, Suite 240, Las Vegas, NV 89134 and as amended on March 16, 2006 by letter agreement between the parties and further amended and restated as of the date first set forth above, to be effective as of the Effective Date.

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DEVELOPMENT AGREEMENT BETWEEN CARDIOVASCULAR BIOTHERAPEUTICS, INC. AND PRODERM, LP Dated as of July 8, 2008
Development Agreement • July 18th, 2008 • CardioVascular BioTherapeutics, Inc. • Pharmaceutical preparations • Nevada

This Development Agreement (the “Agreement”) is made as of July 8, 2008, by and between CardioVascular BioTherapeutics, Inc., a Delaware corporation (“CVBT”), and ProDerm, LP, a Nevada limited partnership (“PDLP”).

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PLEDGE AGREEMENT
Pledge Agreement • March 22nd, 2006 • CardioVascular BioTherapeutics, Inc. • Pharmaceutical preparations • New York

THIS PLEDGE AGREEMENT (this “Agreement”), dated as of March 20, 2006, is by and between CardioVascular BioTherapeutics, Inc., a Delaware corporation (“Pledgor”), and Promethean Asset Management L.L.C., a Delaware limited liability company, acting in its capacity as collateral agent (the “Pledgee”) for the benefit of the “Lenders” (as such term is defined below).

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GUARANTY
Guaranty • March 22nd, 2006 • CardioVascular BioTherapeutics, Inc. • Pharmaceutical preparations

THIS GUARANTY (this “Guaranty”) is made as of this day of , 20 , by [NAME OF GUARANTOR] (each such entity, together with each other person or entity who becomes a party to this Guaranty by execution of a joinder in the form of Exhibit A attached hereto, is referred to individually as a “Guarantor” and collectively as the “Guarantors”) in favor of Promethean Asset Management L.L.C., on its own behalf and in its capacity as collateral agent (together with its successors and assigns in such capacity, the “Collateral Agent”) for the benefit of the entities identified on the Schedule of Buyers attached to the Purchase Agreement defined below (together with their successors and assigns, the “Lenders”).

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Cardio Derma Clinical Partners Agreement
Cardio Derma Clinical Partners Agreement • July 18th, 2008 • CardioVascular BioTherapeutics, Inc. • Pharmaceutical preparations • Nevada
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Cardio Neo-Genesis Limited Partnership Sponsorship Agreement
Cardio Neo-Genesis • November 14th, 2008 • CardioVascular BioTherapeutics, Inc. • Pharmaceutical preparations • Nevada

This Agreement is made as of November 7, 2008 by and between CardioVascular BioTherapeutics, Inc., a Delaware corporation (“CVBT”) and Neo Cardio Partners, LLC (“Sponsor”) with reference to the following:

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MASTER AGREEMENT by and between MPI RESEARCH, INC. (hereinafter referred to as MPI) Mattawan, Michigan and PHAGE BIOTECHNOLOGY CORPORATION (hereinafter referred to as the SPONSOR) Tustin, California
Master Agreement • November 26th, 2004 • CardioVascular BioTherapeutics, Inc. • Pharmaceutical preparations • Michigan

Notice: This document contains Company Confidential and/or Proprietary Information belonging to MPI and the Sponsor. None of the information may be copied, transmitted or communicated in whole or in part to any third party without the written consent of the parties.

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GUARANTY
Guaranty • March 22nd, 2006 • CardioVascular BioTherapeutics, Inc. • Pharmaceutical preparations

THIS GUARANTY (this “Guaranty”) is made as of this 20th day of March, 2006, by DANIEL C. MONTANO, an individual residing at 2877 Paradise Road, Unit 901, Las Vegas, NV 89109 (the “Guarantor”) in favor of PROMETHEAN ASSET MANAGEMENT L.L.C., on its own behalf and in its capacity as collateral agent (together with its successors and assigns in such capacity, the “Collateral Agent”) for the benefit of the entities identified on the Schedule of Buyers attached to the Purchase Agreement defined below (together with their successors and assigns, the “Lenders”).

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SECURITY AGREEMENT
Security Agreement • March 22nd, 2006 • CardioVascular BioTherapeutics, Inc. • Pharmaceutical preparations • New York

THIS SECURITY AGREEMENT (“Agreement”) dated as of March 20, 2006 among CardioVascular BioTherapeutics, Inc., a Delaware corporation (“Borrower”; and together with each other Person who becomes a party to this Agreement by execution of a joinder in the form of Exhibit A attached hereto, is referred to individually as a “Debtor” and, collectively, as the “Debtors”), and Promethean Asset Management L.L.C., a Delaware limited liability company, in its capacity as collateral agent for the Lenders on Schedule B attached hereto (together with their respective successors and assigns, “Lenders”) and their respective successors and assigns (together with its successors and assigns in such capacity, the “Secured Party”).

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AMENDMENT NO. 1 TO CONTROLLING STOCKHOLDERS AGREEMENT
Controlling Stockholders Agreement • May 26th, 2006 • CardioVascular BioTherapeutics, Inc. • Pharmaceutical preparations

This Amendment No. 1 to Controlling Stockholders Agreement (“First Amendment”) is dated as of April 13, 2006, by and among each of the holders of common stock (“common stock”) of CardioVascular BioTherapeutics, Inc., a Delaware corporation (“Cardio”), listed below as signatories hereof (each a “Stockholder” and collectively, the “Stockholders”).

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DEVELOPMENT AGREEMENT BETWEEN CARDIOVASCULAR BIOTHERAPEUTICS, INC. AND CARDIO DERMA CLINICAL PARTNERS, LP Dated as of July 10, 2008
Development Agreement • July 18th, 2008 • CardioVascular BioTherapeutics, Inc. • Pharmaceutical preparations • Nevada

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”).

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SERVICE AGREEMENT
Service Agreement • November 26th, 2004 • CardioVascular BioTherapeutics, Inc. • Pharmaceutical preparations • California

This agreement entered into by and between Cardio Vascular Genetic Engineering Inc., a Delaware corporation (“Cardio” or “the Company”) and BS Biology Sciences Limited, a Cyprus” Corporation (“Service Provider).

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SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • March 22nd, 2006 • CardioVascular BioTherapeutics, Inc. • Pharmaceutical preparations • New York

SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of March 20, 2006, by and among CardioVascular BioTherapeutics, Inc., a Delaware corporation, with headquarters currently located at 7251 West Lake Mead Boulevard, Suite 303, Las Vegas, Nevada 89128, to be relocated to 1635 Village Center Circle, Suite 250, Las Vegas, Nevada 89134, effective April 1, 2006 (the “Company”), and the investors listed on the Schedule of Buyers attached hereto (individually, a “Buyer” and collectively, the “Buyers”).

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VOTING AGREEMENT AND PROXY
Voting Agreement and Proxy • January 31st, 2005 • CardioVascular BioTherapeutics, Inc. • Pharmaceutical preparations • Delaware

VOTING AGREEMENT AND PROXY (this “AGREEMENT”), dated as of January 9, 2004, among Daniel Montano, as chairman of COMPANY as hereinafter defined (“CHAIRMAN”), Cardio Korea Co. LTD (the “STOCKHOLDER”), and Cardio Vascular Genetic Engineering, Inc., a Delaware corporation (the “COMPANY”).

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TECHNOLOGY LICENSE AGREEMENT BETWEEN CARDIOVASCULAR BIOTHERAPEUTICS, INC. AND CARDIO NEO-GENESIS, LP Dated as of November 11, 2008
Technology License Agreement • November 14th, 2008 • CardioVascular BioTherapeutics, Inc. • Pharmaceutical preparations • Nevada

This Technology License Agreement (the “Agreement”) is made as of November 11, 2008 by and between CardioVascular BioTherapeutics, Inc., a Delaware corporation (“CVBT”) and Cardio Neo-Genesis, LP, a Nevada limited partnership (“CNG”).

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TECHNOLOGY LICENSE AGREEMENT BETWEEN CARDIOVASCULAR BIOTHERAPEUTICS, INC. AND CARDIO DERMA CLINICAL PARTNERS, LP Dated as of July 10, 2008
Technology License Agreement • July 18th, 2008 • CardioVascular BioTherapeutics, Inc. • Pharmaceutical preparations • Nevada

This Technology License 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”).

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AGREEMENT on TECHNOLOGY & BUSINESS RIGHT TRANSFER between Cardio Vascular Genetic Engineering Inc. (a Delaware Corporation) and Korea Biotechnology Development Co., Ltd. (a Korean Corporation) Dated December 15, 2000
Agreement • November 26th, 2004 • CardioVascular BioTherapeutics, Inc. • Pharmaceutical preparations

This agreement confirms the rights and duties of the relating two parties regarding to a technology and business right transfer for the manufacturing and the exclusive marketing territory of the Cardio Vascular Genetic Engineering Inc. and it’s biotechnology products.

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CLINICAL RESEARCH SERVICES AGREEMENT
Clinical Research Services Agreement • September 23rd, 2004 • CardioVascular BioTherapeutics, Inc. • Maryland

This AGREEMENT, entered into as of October 24, 2001, is by and between Clinical Cardiovascular Research, LLC, a limited liability company established under the laws of the Commonwealth of Virginia, with offices located at Montvale Center, 18310 Montgomery Village Avenue, Suite 620, Gaithersburg, Maryland 20879 (hereinafter referred to as “C2R”), and Cardio Vascular Genetic Engineering, having its principal place of business at 14272 Franklin Avenue, Suite 110, Tustin, CA 92780 (hereinafter referred to as “Sponsor”).

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INDEMNITY AND REIMBURSEMENT AGREEMENT
Indemnity and Reimbursement Agreement • March 21st, 2006 • CardioVascular BioTherapeutics, Inc. • Pharmaceutical preparations • California

THIS INDEMNITY AND REIMBURSEMENT AGREEMENT (“Agreement”) is made this 15th day of March, 2006, between CARDIOVASCULAR BIOTHERAPEUTICS, INC., a Delaware corporation (“Guarantor”) and PHAGE BIOTECHNOLOGY CORPORATION, a Delaware corporation (“Tenant”).

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PLAZA WEST SUMMERLIN LAS VEGAS, NEVADA LEASE AGREEMENT between HOWARD HUGHES PROPERTIES, LIMITED PARTNERSHIP and CARDIOVASCULAR BIOTHERAPEUTICS, INC. Dated November 1, 2005
Lease Agreement • March 31st, 2006 • CardioVascular BioTherapeutics, Inc. • Pharmaceutical preparations • Nevada

THIS LEASE AGREEMENT (the “Lease”), is made and entered into as of the 1st day of November, 2005, between HOWARD HUGHES PROPERTIES, LIMITED PARTNERSHIP, a Delaware limited partnership (“Landlord”), and CARDIOVASCULAR BIOTHERAPEUTICS, INC, a Delaware corporation (“Tenant”).

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CARDIOVASCULAR BIOTHERAPEUTICS, INC. SUBSCRIPTION AGREEMENT
Subscription Agreement • November 16th, 2007 • CardioVascular BioTherapeutics, Inc. • Pharmaceutical preparations
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AMENDMENT II to FIRMINVEST AG COMMITMENT LETTER
CardioVascular BioTherapeutics, Inc. • November 16th, 2007 • Pharmaceutical preparations

This Second Amendment (“Amendment II”), effective as of October 12, 2007 (the “Effective Date”), is attached to and made part of the commitment letter as amended (the “Commitment Letter”) between FirmInvest AG (“FirmInvest”) and CardioVascular BioTherapeutics, Inc., a Nevada corporation (“Cardio”) regarding a foreign private placement being conducted under Regulation S of the Securities Act of 1993 to sell 15,000,000 shares of common stock of CardioVascular BioTherapeutics, Inc. at US$1.00 per shares (the “Reg S Offering”).

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TECHNOLOGY LICENSE AGREEMENT BETWEEN CARDIOVASCULAR BIOTHERAPEUTICS, INC. AND PRODERM, LP Dated as of July 8, 2008
Technology License Agreement • July 18th, 2008 • CardioVascular BioTherapeutics, Inc. • Pharmaceutical preparations • Nevada

This Technology License Agreement (the “Agreement”) is made as of July 8, 2008, by and between CardioVascular BioTherapeutics, Inc., a Delaware corporation (“CVBT”) and ProDerm, LP, a Nevada limited partnership (“PDLP”).

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CARDIOVASCULAR BIOTHERAPEUTICS, INC. 2,000,000 Shares Common Stock UNDERWRITING AGREEMENT dated , 2004 First Dunbar Securities Corporation
Underwriting Agreement • November 26th, 2004 • CardioVascular BioTherapeutics, Inc. • Pharmaceutical preparations • Delaware
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ProDerm Limited Partnership
Agreement • July 18th, 2008 • CardioVascular BioTherapeutics, Inc. • Pharmaceutical preparations • Nevada

This Agreement is made as of April 22, 2008 by and between CardioVascular BioTherapeutics, Inc., a Delaware corporation (“CVBT”) and Dr. H. Christopher Moore (“Sponsor”) with reference to the following:

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PATENT SECURITY AGREEMENT
Patent Security Agreement • March 22nd, 2006 • CardioVascular BioTherapeutics, Inc. • Pharmaceutical preparations

THIS PATENT SECURITY AGREEMENT (the “Agreement”) made as of this 20th day of March, 2006, by CARDIOVASCULAR BIOTHERAPEUTICS, INC., a Delaware corporation (“Grantor”) in favor of Promethean Asset Management L.L.C., on its own behalf and in its capacity as collateral agent (together with its successors and assigns in such capacity, the “Grantee”) for the benefit of the entities identified on the Schedule of Buyers attached to the Purchase Agreement defined below (together with their successors and assigns, the “Lenders”):

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DEVELOPMENT AGREEMENT BETWEEN CARDIOVASCULAR BIOTHERAPEUTICS, INC. AND CARDIO NEO-GENESIS LP Dated as of November 11, 2008
Development Agreement • November 14th, 2008 • CardioVascular BioTherapeutics, Inc. • Pharmaceutical preparations • Nevada

This Development Agreement (the “Agreement”) is made as of November 11, 2008, by and between CardioVascular BioTherapeutics, Inc., a Delaware corporation (“CVBT”), and Cardio Neo-Genesis LP, a Nevada limited partnership (“CNG”).

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