REGISTRATION RIGHTS AGREEMENT

REGISTRATION RIGHTS AGREEMENT (this 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 undersigned buyers (each, a Buyer and collectively, the Buyers).

WHEREAS:

A. In connection with the Securities Purchase Agreement by and among the parties hereto of even date herewith (the Securities Purchase Agreement), the Company has agreed, upon the terms and subject to the conditions of the Securities Purchase Agreement, to issue and sell at the Closing (as defined in the Securities Purchase Agreement) to the Buyers (i) convertible notes of the Company (including accrued and unpaid interest thereon and as any of the same may be amended, restated or modified and in effect from time to time, the Notes), which will be convertible into shares of the Companys common stock, $0.001 par value per share (the Common Stock) in accordance with the terms of the Notes (the shares of Common Stock issuable upon conversion of the Notes being referred to as the Conversion Shares), and (ii) warrants to purchase shares of Common Stock (any such warrants, as any of the same may be amended, restated or modified and in effect from time to time, the Initial Warrants; and the shares of Common Stock issuable upon exercise of the Initial Warrants being referred to herein as the Initial Warrant Shares);

B. Pursuant to the terms of the Notes and subject to the conditions thereof, the Company has agreed to issue to the Buyers additional warrants to purchase shares of Common Stock (any such additional warrants, as any of the same may be amended, restated or modified and in effect from time to time, the Repurchase Warrants; and the shares of Common Stock issuable upon exercise of the Repurchase Warrants being referred to herein as Repurchase Warrant Shares); and

D. To induce the Buyers to execute and deliver the Securities Purchase Agreement, the Company has agreed to provide certain registration rights under the Securities Act of 1933, as amended, and the rules and regulations thereunder, or any similar successor statute (collectively, the 1933 Act), and applicable state securities laws.

NOW, THEREFORE, in consideration of the premises and the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and each of the Buyers hereby agree as follows:

1. DEFINITIONS.

As used in this Agreement, the following terms shall have the following meanings:

a. Effectiveness Deadline means the Initial Effectiveness Deadline, a Repurchase Warrant Effectiveness Deadline, an Additional Effectiveness Deadline or an Additional Repurchase Warrant Effectiveness Deadline (each as defined below), as applicable.

b. Filing Deadline means the Initial Filing Deadline, a Repurchase Warrant Filing Deadline, an Additional Filing Deadline, or an Additional Repurchase Warrant Filing Deadline (each as defined below), as applicable.

c. Initial Registrable Securities means (i) the Conversion Shares issued or issuable upon conversion of the Notes (including any principal thereof or interest thereon), (ii) the Initial Warrant Shares issued or issuable upon exercise of the Initial Warrants and (iii) any shares of capital stock issued or issuable with respect to the Conversion Shares, the Notes, the Initial Warrant Shares and the Initial Warrants as a result of any stock split, stock dividend, recapitalization, exchange or similar event or otherwise, without regard to any limitations on conversions of Notes or exercises of Initial Warrants; provided, however, that any such Initial Registrable Securities shall cease to be Initial Registrable Securities when a Registration Statement with respect to the sale of such securities becomes effective under the 1933 Act and such securities are disposed of in accordance with such Registration Statement, (b) such securities are sold in accordance with Rule 144 (as defined in Section 8) or (c) such securities become transferable without any restrictions in accordance with Rule 144(k) (or any successor provision).

d. Initial Registration Statement means a registration statement or registration statements of the Company filed under the 1933 Act covering the Initial Registrable Securities.

e. Investor means a Buyer, any transferee or assignee thereof to whom a Buyer assigns its rights under this Agreement and who agrees to become bound by the provisions of this Agreement in accordance with Section 9 and any transferee or assignee thereof to whom a transferee or assignee assigns its rights under this Agreement and who agrees to become bound by the provisions of this Agreement in accordance with Section 9.

f. Person means an individual, a limited liability company, a partnership, a joint venture, a corporation, a trust, an unincorporated organization and a governmental or any department or agency thereof.

g. Register, registered, and registration refer to a registration effected by preparing and filing one or more Registration Statements (as defined below) in compliance with the 1933 Act and pursuant to Rule 415 under the 1933 Act or any successor rule providing for offering securities on a continuous or delayed basis (Rule 415), and the declaration or ordering of effectiveness of such Registration Statement(s) by the United States Securities and Exchange Commission (the SEC).

h. Registrable Securities means the Initial Registrable Securities and the Repurchase Warrant Registrable Securities, as applicable.

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