PLEDGE AGREEMENT

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).

WITNESSETH:

WHEREAS, the Pledgor has executed and delivered to each of the Lenders those certain Senior Secured Notes each made by Pledgor and dated as of the date hereof (as the same may be amended and in effect from time to time, individually a Note and collectively the Notes). The Notes were issued pursuant to a certain Securities Purchase Agreement, dated as of March 20, 2006 (as the same has been and hereafter may be amended, modified, supplemented or restated, the Purchase Agreement), by Pledgor and the entities listed on the Schedule of Buyers thereto (together with their respective successors and assigns, the Lenders), and pursuant to which the Lenders have made certain loans (Loans) to Pledgor in the original aggregate principal amount of $20,000,000.

WHEREAS, Pledgor legally and beneficially owns the issued and outstanding shares of capital stock of the entities listed on Exhibit A hereto in such percentage as set forth thereon (individually the Pledge Entities and collectively, the Pledged Entities).

WHEREAS, pursuant to a Security Agreement of even date herewith by and among Pledgor, the other entities party thereto as Debtors and Pledgee (as the same may be amended, restated, modified or supplement and in effect from time to time, the Security Agreement), Pledgor has granted Pledgee, for its benefit and the benefit of the Lenders, a first priority security interest in, lien upon and pledge of its rights in the Collateral (as defined in the Security Agreement).

WHEREAS, to induce the Lenders to make the Loans, and in order to secure the payment and performance by Pledgor of the Liabilities (as defined in the Security Agreement), Pledgor has agreed to pledge to Pledgee all of the capital stock and other equity interests and securities of the Pledge Entities now or hereafter owned or acquired by Pledgor.

NOW, THEREFORE, in consideration of the premises and in order to induce the Lenders to purchase the Notes under the Purchase Agreement and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Pledgor hereby agrees with Pledgee as follows:

Section 1. Defined Terms. Unless otherwise defined herein, all capitalized terms used herein shall have the respective meanings ascribed thereto in the Purchase Agreement or the Security Agreement, as applicable. Terms defined in the Uniform Commercial Code, as in effect in the State of New York from time to time (the UCC), which are not otherwise defined in this Agreement or in the Purchase Agreement are used in this Agreement as defined in the UCC as in effect on the date hereof.

Section 2. Pledge. Pledgor hereby pledges, assigns, hypothecates, transfers, delivers and grants to Pledgee, for the benefit of the Pledgee and the Lenders, a first lien on and first security interest in (i) all of the capital stock, limited liability company membership interests or units or other equity interests of the each of the Pledge Entities hereto now owned or hereafter acquired by Pledgor (collectively, the Pledged Interests), (ii) all other property hereafter delivered to, or in the possession or in the custody of, Pledgee in substitution for or in addition to the Pledged Interests, (iii) any other property of Pledgor, as described in Section 4 below or otherwise, now or hereafter delivered to, or in the possession or custody of Pledgor, and (iv) all proceeds of the collateral described in the preceding clauses (i), (ii) and (iii) (the collateral described in clauses (i) through (iv) of this Section 2 being collectively referred to as the Pledged Collateral), as collateral security for:

(a) the prompt and complete payment when due (whether at the stated maturity, by acceleration or otherwise) of all the Liabilities (as defined in the Security Agreement); and

(b) the due and punctual payment and performance by Pledgor of its obligations and liabilities under, arising out of or in connection with this Agreement;

(all of the foregoing being referred to hereinafter collectively as the Liabilities). All of the Pledged Interests now owned by Pledgor which are presently represented by certificates are listed on Exhibit A hereto, which certificates, with undated assignments separate from certificate duly executed in blank by Pledgor, are being delivered to Pledgee, for the benefit of Pledgee and the Lenders, simultaneously herewith. Pledgee, on behalf of the Lenders, shall maintain possession and custody of the certificates representing the Pledged Interests, such assignments, and any additional Pledged Collateral.

Section 3. Representations and Warranties of Pledgor. Pledgor represents and warrants to Pledgee, and covenants with Pledgee, that:

(a) Pledgor is the record and beneficial owner of, and has legal title to, the Pledged Interests listed on Exhibit A, and such interests are and will remain and all other interests constituting Pledged Collateral will be, free and clear of all pledges, liens, security interests and other encumbrances and restrictions whatsoever, except the liens and security interests created by this Agreement;

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