FIRST AMENDMENT

Exhibit 10.2

FIRST AMENDMENT

THIS FIRST AMENDMENT (the “First Amendment”) is entered into this 11 day of January, 2006 by and between XXXXXX XXXXXX PROPERTIES, LIMITED PARTNERSHIP, a Delaware limited partnership (“Landlord”) and CARDIOVASCULAR BIOTHERAPEUTICS, INC., a Delaware corporation (“Tenant”).

R E C I T A L S:

A. Landlord and Tenant entered into that certain Lease, dated November 1, 2005, (the “Lease”) for space at Plaza West, 0000 Xxxxxxx Xxxxxx Xxxxxx, Xxxxx 000, Xxx Xxxxx, Xxxxxx 00000 (the “Premises”).

B. Landlord and Tenant have agreed to amend the Lease to revise the Commencement Date of the Lease.

NOW THEREFORE, based upon the covenants and promises contained herein and other good and valuable consideration, Landlord and Tenant mutually agree as follows:

1. Notwithstanding any provision to the contrary contained in the Lease, the first sentence of Section 1.7 of the Lease is deleted in its entirely and the following sentence substituted in lieu thereof:

“1.7 “Commencement Date” shall mean the earlier of the date that Tenant actually commences any business operations from the Premises, or March 1, 2006, except as the same may be delayed pursuant to Section 3.3 hereof.”

2. Notwithstanding any provision to the contrary contained in the Lease, Landlord represents to Tenant, and Tenant represents to Landlord that no broker, leasing agent or finder has

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been engaged in connection with the transaction contemplated by this First Amendment. However, in the event of any claims for brokers’ or finders’ fees or commissions in connection with this First Amendment, Landlord and Tenant hereby indemnify and hold each other harmless against any loss, claim, expense or liability with respect to any commissions or brokerage fees claimed as a result of the execution of this First Amendment and/or the renewal of this Lease due to any action of the indemnifying party.

3. Except as modified herein, the Lease shall remain in full force and effect.

4. All capitalized terms not defined herein shall have the same meaning as defined in the Lease.

IN WITNESS THEREOF, this First Amendment has been executed on the day and year above written.

LANDLORD:				TENANT:
XXXXXX XXXXXX PROPERTIES,				CARDIOVASCULAR BIOTHERAPEUTICS, INC.,
LIMITED PARTNERSHIP,				a Delaware corporation
a Delaware limited partnership
By:		/s/ XXXXX X. XXXXXX		By:		/s/ Xxxxxxx X. Xxxx
Print Name:		XXXXX X. XXXXXX		Print Name:		Xxxxxxx X. Xxxx
Print Title:		Top Division Executive		Print Title:		CFO

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