JOINT PATENT OWNERSHIP AND LICENSE AGREEMENT

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.

WHEREAS, CARDIO plans to develop and commercialize therapeutic methods related to the induction of angiogenesis or wound healing by administration of Fibroblast Growth Factor (FGF); and,

WHEREAS, PHAGE plans to develop and commercialize recombinant DNA methods for producing peptides/proteins, and owns patents and patent applications covering angiogenic or wound healing peptides/proteins, including FGF, and methods for producing these peptides/proteins; and

WHEREAS, CARDIO and PHAGE wish to jointly own all patents related to FGF and the methods for producing and using FGF, whether such patents are developed jointly or individually by either party; and

WHEREAS, CARDIO and PHAGE wish to license from one another exclusive rights to practice under the jointly owned patents in accordance with their respective plans for development and commercialization; and

WHEREAS, CARDIO and PHAGE entered into a manufacturing license agreement dated March 1, 2000 (the Manufacturing Agreement); and

WHEREAS, CARDIO and PHAGE wish to terminate the Manufacturing Agreement and cancel all future obligations and liabilities that may exist under the Manufacturing Agreement;

NOW THEREFORE, in consideration of the cancellation of the Manufacturing Agreement and the patent assignments and licenses granted herein and other valuable considerations, the parties agree as follows:

1. Termination of Manufacturing Agreement. As of the Effective Date the Manufacturing Agreement is hereby terminated. The parties agree to cancel any further liabilities or obligations set forth in the Manufacturing Agreement.

2. Definitions.

2.1 Field shall encompass any angiogenic or wound healing compositions, (including in particular, but without limitation, all FGF species, fragments, derivatives, and analogs thereof, nucleic acid sequences encoding angiogenic or wound healing proteins/peptides), vectors and host cells comprising said DNA sequences, methods of making

the angiogenic or wound healing compositions, and methods of inducing angiogenesis or wound healing employing the said compositions. CARDIO-developed devices and methods of use thereof for delivery of angiogenic or wound healing compositions are NOT included within the Field, and are NOT subject to joint ownership or any other terms of this Agreement.

2.2 Territory shall mean worldwide, subject to CARDIOs exclusive license to Korea Biotechnology Development Co., Ltd. (KBDC License) for the territories of Korea, China and Taiwan as detailed in Section 5.

2.3 Patent Rights shall mean the rights to make, use, practice, sell, offer to sell, and import the Products and/or Processes claimed in any Issued Patents listed below and any patents that issue directly from the Pending Patent Applications listed below or from any Future Patent Applications, including any continuations, divisionals, re-exams, reissues and continuations-in-part that claim priority to any of the Issued Patents, Pending Patent Applications and/or Future Patent Applications, and any foreign counterparts thereof:

Issued Patents:

1. U.S. 6,268,178 entitled Phage-Dependent Super-Production of Biologically Active Protein and Peptides; and

2. U.S. 6,642,026 entitled Method of Producing Biologically Active Human Acidic Fibroblast Growth Factor and its Use in Promoting Angiogenesis.

3. U.S. 6,774,889 entitled Phage-Dependent Super-Production of Biologically Active Protein and Peptides;

Pending Patent Applications:

1. U.S. 09/859,651 (Allowed) entitled Phage-Dependent Super-Production of Biologically Active Protein and Peptides;

2. U.S. 10/280,864 entitled Method of Producing Biologically Active Human Acidic Fibroblast Growth Factor and its Use in Promoting Angiogenesis;

3. U.S. 10/649,480 entitled Method of Producing Biologically Active Human Acidic Fibroblast Growth Factor and its Use in Promoting Angiogenesis; and

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