SECURITY AGREEMENT

Exhibit 2.5

SECURITY AGREEMENT
(INTELLECTUAL PROPERTY)

     THIS SECURITY AGREEMENT (INTELLECTUAL PROPERTY) (this “ Security Agreement ”), dated as of April 2, 2009, is entered into by and between Bioheart, Inc., a Florida corporation (the “ Grantor ”), and BlueCrest Venture Finance Master Fund Limited, a Cayman Islands limited company, as successor to BlueCrest Capital Finance, L.P. (“ Lender ”).

     A Pursuant to that certain Loan and Security Agreement, dated as of May 31, 2007 (as amended, restated, supplemented or otherwise modified from time to time, the “ Loan Agreement ”), by and between Grantor and Lender, the Lender agreed to extend loans and other financial accommodations to Grantor upon the terms and subject to the conditions set forth therein.

     B. Grantor and Lender have entered into that certain Amendment to Loan and Security Agreement, dated as of the date hereof (as amended, the “ Amendment ”), pursuant to which Grantor agreed to deliver to Lender this Security Agreement duly executed by Grantor.

     C. Pursuant to the Amendment, Grantor has agreed to enter into this Security Agreement and, in the event that an Event of Default (as defined in the Loan Agreement) other than the Existing Default (as defined in the Amendment) occurs on or after the date hereof, to grant a security interest in the Collateral described herein, which grant shall be effective and relate back to the date hereof.

AGREEMENT

     In consideration of the above recitals and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, Grantor hereby agrees with Lender as follows:

      1.  Definitions and Interpretation . When used in this Security Agreement, the following terms shall have the following respective meanings:

          “ Amendment ” has the meaning given to that term in Recital B hereof.

          “ Collateral ” has the meaning given to that term in Section 2 hereof.

          “ Copyright Office ” means the United States Copyright Office or any successor office or agency thereto.

          “ Copyrights ” has the meaning given to that term in Attachment 1 hereto.

          “ Grantor ” has the meaning given to that term in the introductory paragraph hereof.

          “ Lender ” has the meaning given to that term in the introductory paragraph hereof.

          “ Loan Agreement ” has the meaning given to that term in Recital A hereof.

          “ Other Agreements ” has the meaning given to that term in the Loan Agreement.

          “ Patent and Trademark Office ” means the United States Patent and Trademark Office or any successor office or agency thereto.

          “ Patent Applications ” means all applications made by, or on behalf of, Grantor to the Patent and Trademark Office or to any similar office or agency of any foreign country or political subdivision thereof for the registration of Patents.

          “ Patent Registrations ” means all Patents registered with the Patent and Trademark Office or with any similar office or agency of any foreign country or political subdivision thereof and all Patent Applications.

          “ Patents ” has the meaning given to that term in Attachment 1 hereto.

          “ Secured Obligations ” means the Borrower’s Liabilities (as defined in the Loan Agreement).

          “ Security Agreement ” means this Security Agreement (Intellectual Property) and all exhibits and schedules hereto, as the same may from time to time be amended, modified, supplemented or restated.

          “ Trade Secrets ” has the meaning given to that term in Attachment 1 hereto.

          “ Trademarks ” has the meaning given to that term in Attachment 1 hereto.

          “ UCC ” means the Uniform Commercial Code as the same may, from time to time, be in effect in the State of Illinois; provided , however , in the event that, by reason of mandatory provisions of law, any or all of the attachment, perfection or priority of Lender’s security interest in any collateral is governed by the Uniform Commercial Code as in effect in a jurisdiction other than the State of Illinois, the term “UCC” means the Uniform Commercial Code as in effect in such other jurisdiction for purposes of the provisions hereof relating to such attachment, perfection of priority and for purposes of definitions related to such provisions.

Unless otherwise defined herein, all other capitalized terms used herein and defined in the Loan Agreement shall have the respective meanings given to those terms in the Loan Agreement, and all terms defined in the UCC shall have the respective meanings given to those terms in the UCC.

      2.  Grant of Security Interest . In the event that an Event of Default (as defined in the Loan Agreement) other than the Existing Default (as defined in the Amendment) occurs on or after the date hereof (the date of such additional Event of Default, the “ Trigger Date ”), Grantor hereby, effective as of the date hereof, assigns, conveys, mortgages, pledges, grants, hypothecates and transfers to Lender, as security for the full, prompt, complete and final payment when due (whether at stated maturity, by acceleration or otherwise) and prompt performance and observance of all of the Secured Obligations, and in order to induce the Lender to enter into the Amendment, a security interest in and to all of Grantor’s right, title and interest in, to and under the property described in Attachment 1 hereto, whether now owned or hereafter acquired (collectively, the “ Collateral ”), which Attachment 1 is incorporated herein.

      3.  Representations and Warranties . Grantor represents and warrants to Lender as follows:

          (a) Grantor has good and valid rights in, title to or leasehold interests in each item of the Collateral pledged by Grantor hereunder (or, in the case of after-acquired Collateral, at the time Grantor acquires rights in such after-acquired Collateral pledged by Grantor hereunder). No other Person has (or, in the case of after-acquired Collateral, at the time Grantor acquires rights therein, will have) any right, title, claim or interest (by way of lien, purchase option or otherwise) in, against or to the Collateral, other than Permitted Liens.

          (b) As of the Trigger Date and upon the filing of an amendment to the Lender’s UCC financing statement to add the Collateral described in Attachment 1 hereto and filings with the Patent and Trademark Office or Copyright Office contemplated by this Security Agreement, Lender will have a first priority perfected security interest in the Collateral, subject to Permitted Liens.

          (c) Grantor has full corporate power and corporate authority to make the conditional assignment and grant the security interest as set forth herein.

          (d) Grantor has the sole, full and, subject to Permitted Liens, unencumbered right, title and interest in and to (i) each of the Trademarks described in Schedule A to Attachment 1 hereto for the goods and services covered by the registrations thereof, (ii) each of the Patents described in Schedule B to Attachment 1 hereto, and (iii) each of the Copyrights described in Schedule C to Attachment 1 hereto. The registrations for such

Trademarks and Patents are valid and enforceable and in full force and effect and none of the Patents has been abandoned or dedicated.

          (e) Grantor does not own any Patents, Trademarks or Copyrights registered in, or the subject of pending applications in, the Patent and Trademark Office or the Copyright Office, other than those described in Schedules A, B and C to Attachment 1 hereto.

          (f) No claim has been made by any third party and remains unresolved that any of the issued Patents, Trademarks or Copyrights is invalid and unenforceable or violates or may violate the rights of any Person.

          (g) Grantor has obtained from each of its employees, officers, directors and consultants who may be considered the inventor of patentable inventions (invented within the scope of such Person’s relationship with Grantor) an assignment to such Grantor of all rights to such inventions, including Patents.

          (h) Grantor has taken commercially reasonable steps to protect the secrecy and the validity under applicable law of all material Trade Secrets.

      4.  Covenants of the Grantor . Grantor hereby agrees as follows:

          (a) From and after the Trigger Date, Grantor, at the Grantor’s expense, shall promptly procure, execute and deliver to Lender all documents, instruments and agreements and perform all acts which are necessary, or which Lender may reasonably request, to establish, maintain, preserve, protect and perfect the Collateral, the lien granted to Lender therein and the first priority of such lien (subject to Permitted Liens) or to enable Lender to exercise and enforce its rights and remedies hereunder with respect to any Collateral. Without limiting the generality of the preceding sentence, Grantor shall (i) execute all notices of security interest for each relevant type of intellectual property in forms suitable for filing with the Patent and Trademark Office or the Copyright Office, as applicable, substantially in the forms of Attachments 2 and 3 hereto or other forms acceptable to Lender and (ii) take all commercially reasonable steps in any proceeding before the Patent and Trademark Office, the Copyright Office or any similar office or agency in any other country or any political subdivision thereof, to diligently prosecute or maintain, as applicable, each application and registration of the Patents, Trademarks and Copyrights, including filing of renewals, affidavits of use, affidavits of incontestability and opposition, interference and cancellation proceedings (except to the extent that the failure to prosecute or maintain or the dedication, abandonment or invalidation thereof is permitted hereunder or unless Grantor in the exercise of its prudent business judgment deems the failure to prosecute or maintain or the dedication, abandonment or invalidation to be commercially reasonable).

          (b) Grantor shall not use any Collateral or knowingly, after reasonable inquiry, permit any Collateral to be used in violation of (i) any provision of the Loan Agreement, this Security Agreement or any Other Agreements, (ii) any applicable governmental rule or contractual obligation violation, or (iii) any policy of insurance covering the Collateral.

          (c) Grantor shall pay promptly when due all taxes and other governmental charges, all liens and all other charges (except to the extent constituting Permitted Liens) now or hereafter imposed upon, relating to or affecting any Collateral; except for taxes being disputed in good faith and for which Grantor has adequate reserves.

          (d) Grantor shall appear in and defend any action or proceeding which may affect its title to or Lender’s security interest in the Collateral.

          (e) Grantor shall keep accurate and complete records of the Collateral and shall permit Lender to examine and make copies of such records and provide such reports and information relating to the Collateral as Lender may reasonably request from time to time.

          (f) Grantor shall not sell, encumber, lease, rent, option, license or otherwise dispose of or transfer any Collateral or right or interest therein except as permitted in the Loan Agreement, and Grantor shall keep the Collateral free of all liens except Permitted Liens.

          (g) Grantor (either directly or through licensees) will continue to use the Trademarks in connection with each and every trademark class of goods or services applicable to its current line of products or services as reflected in its current catalogs, brochures, price lists or similar materials in order to maintain the Trademarks in full force and effect free from any claim of abandonment for nonuse, and Grantor will not (and will not knowingly permit, after reasonable inquiry, any licensee thereof to) do any act or knowingly omit to do any act whereby any Trademark may become invalidated, unless Grantor, in the exercise of its prudent business judgment, deems any such Trademark not to have any significant commercial value. Grantor will not do any act, or omit to do any act, whereby the Patents or Patent Registrations may become abandoned or dedicated or the remedies available against potential infringers weakened and shall notify Lender immediately if it knows of any reason or has reason to know that any such Patent Registration may become abandoned or dedicated, unless Grantor, in the exercise of its prudent business judgment, deems any such Patent not to have any significant commercial value. Grantor will not do any act or omit to do any act, whereby the Copyrights may become abandoned or dedicated or the remedies available against potential infringers weakened unless Grantor, in the exercise of its prudent business judgment, deems any such Copyright not to have any significant commercial value, and shall notify Lender immediately if it knows of any reason or has reason to know that any such Copyright may become abandoned or dedicated.

          (h) Grantor will promptly notify Lender upon the filing, either by Grantor or through any agent, employee, licensee or designee, of (i) an application for the registration of any Patent, Trademark, or Copyright with the Patent and Trademark Office or the Copyright Office or any similar office or agency in any other country or any political subdivision thereof, (ii) any assignment of any Patent or Trademark, which Grantor may acquire from a third party, with the Patent and Trademark Office or any similar office or agency in any other country or any political subdivision thereof, or (iii) any assignment of any Copyright, which Grantor may acquire from a third party, with the Copyright Office or any similar office or agency in any other country or any political subdivision thereof.

          (i) Grantor shall make application to (i) the Patent and Trademark Office to register any unpatented but patentable inventions developed by Grantor or its employees or consultants (within the scope of their employment or consulting relationship), unless Grantor, in the exercise of its prudent business judgment, deems any such Patent not to have any significant commercial value or determines that its rights thereunder are better preserved as a Trade Secret, (ii) the Patent and Trademark Office to register any registerable but unregistered Trademarks used by Grantor in connection with its products or services unless Grantor in the exercise of its prudent business judgment, deems any such Trademark not to have any significant commercial value, and (iii) the Copyright Office to register any unregistered Copyright to which Grantor has rights unless Grantor in the exercise of its prudent business judgment, deems any such Copyright not to have any significant commercial value or determines that its rights thereunder are better protected as a Trade Secret.

          (j) Grantor shall and shall cause its employees and require its licensees to (i) use proper statutory notice in connection with its use of the Patents, Trademarks and Copyrights, (ii) maintain consistent standards of quality in its manufacture of products sold under the Trademarks or provision of services in connection with the Trademarks, and (iii) take commercially reasonable steps necessary to protect the secrecy and the validity under applicable law of all material Trade Secrets.

          (k) If Grantor learns of any use by any Person of any term or design that is reasonably foreseeable to cause confusion with any Trademark, Grantor shall promptly notify Lender of such use and of all steps taken and to be taken to remedy any infringement of such Trademark, unless Grantor, in the exercise of its prudent business judgment, deems such Trademark not to have any significant commercial value.

          (l) Grantor shall maintain with each employee or consultant who may have access to the Trade Secrets of Grantor an agreement by which such employee or consultant agrees not to disclose such Trade Secrets and with each employee or consultant who may be the inventor of patentable inventions (invented within the scope of their employment or consulting relationship) an invention assignment agreement requiring such employee or consultant to assign all rights to such inventions, including, patents and patent applications, to Grantor and further

requiring such employee or consultant to cooperate fully with Grantor and its successors in interest in the prosecution of any patent application or in any litigation involving the invention, whether such cooperation is required during such employee’s employment or such consultant’s relationship with Grantor or after the termination thereof.

      5.  Authorized Action by the Lender . Effective as of the Trigger Date, Grantor hereby irrevocably appoints Lender as its attorney-in-fact and agrees that Lender may perform (but Lender shall not be obligated to and shall incur no liability to Grantor or any third party for failure so to do) any act which Grantor is obligated by this Security Agreement to perform, and to exercise such rights and powers as Grantor might exercise with respect to the Collateral, including, without limitation, the right to (a) collect by legal proceedings or otherwise and endorse, receive and receipt for all royalties, payments, proceeds and other sums and property now or hereafter payable on or on account of the Collateral; (b) insure, process, preserve and enforce the Collateral; (c) make any compromise or settlement, and take any commercially reasonable action it deems advisable, with respect to the Collateral; (d) pay any indebtedness of Grantor relating to the Collateral; and (e) execute UCC financing statements and other documents, instruments and agreements required hereunder; provided , however , that Lender shall exercise such powers only after the occurrence and during the continuance of an Event of Default. Grantor agrees to reimburse Lender upon demand for all costs and expenses, including attorneys’ fees, Lender may incur while acting as Grantor’s attorney-in-fact hereunder, all of which costs and expenses are included in the Secured Obligations. Grantor agrees that such care as Lender gives to the safekeeping of its own property of like kind shall constitute reasonable care of the Collateral when in Lender’s possession; provided , however , that Lender shall not be required to make any presentment, demand or protest, or give any notice and need not take any action to preserve any rights against any prior party or any other Person in connection with the Secured Obligations or with respect to the Collateral.

      6.  Default and Remedies