13794 NW 4th Street, Suite 212 Sunrise, Florida 33325 USA Tel: 954 ###-###-####

June 18, 2010

Mr. Mike Tomas

7300 SW 80th Court

Miami, FL 33143

Dear Mike,

This letter will confirm our offer of employment to you with Bioheart as has been discussed.

POSITION: Chief Executive Officer & President

REPORTS TO: Board of Directors.

SALARY: Your initial base salary will be $280,000 per annum. Fifty percent of base salary will be deferred until the first anniversary of employment subject to the Company having sufficient cash available to pay anticipated operating expenses and scheduled debt obligations for the next calendar month.

Fifty percent of base salary will be paid in accordance with the company’s bi-weekly pay schedule subject to the Company having sufficient cash available to pay anticipated operating expenses and scheduled debt obligations for the next calendar month.

Any cash salary deferred due to insufficient funds will be accrued and paid subject to the Company having sufficient cash available to pay anticipated operating expenses and scheduled debt obligations for the next calendar month.

INCENTIVE COMPENSATION: You will be eligible for a performance bonus which is being developed and you will receive a copy upon its approval by the Board of Directors. While we cannot yet commit to the details until the plan is approved, the actual amount of this bonus will be determined by your successful completion of objectives that we will mutually agree upon.

STOCK OPTIONS: You will receive incentive stock options issued in accordance with Section 422 of the Internal Revenue Code to purchase up to 500,000 shares. Your right to exercise the options will vest as to 25% of the shares underlying the options on each 12 month anniversary of the date that you were granted the options. The exercise price of the options will be at the closing price on the day our offer is accepted. After your first year of employment, options for additional shares may also be awarded to you as part of your incentive compensation as stated above. You