Ex10-2

     

    CONVERTIBLE
      DEBENTURE PURCHASE AGREEMENT

     

    THIS
      CONVERTIBLE DEBENTURE PURCHASE AGREEMENT (the "Agreement"
      ) is
      made as of February 14 ,
      2008, by
      and between Vycor
      Medical, Inc.,
      a
      Delaware corporation (the " Company
      ") and
Regent
      Private Capital, LLC,
      an
      Oklahoma limited liability company ( "Regent
      ").

     

    1.
 
      Funding
      Through Convertible Debentures
      .

     

    1.1
        Issuance
      of Debentures
      .

     

    (a)
        The Company has authorized the issuance of two essentially identical
      Convertible Debentures each in the original principal amount of $500,000 in
      the
      form of Exhibit
      A
      hereto
      (the " Debentures
      "), the
      first of which will be issued upon receipt of funding from Regent on the date
      hereof (the "Closing"), and the second of which will be issued on the earlier
      of
      (i) sixty (60) days from the Closing, or (ii) five (5) business days following
      the effective date of the Registration Statement referred to in Section 6 .1
      below. The Debentures will be secured pursuant to the terms of a security
      agreement in the form of Exhibit
      B
      hereto
      (the "Security Agreement").

     

    (b)
        Subject to the terms and conditions of this Agreement, and relying on the
      representations and warranties contained herein. Regent agrees to provide the
      funding to the Company pursuant to the Debentures.

     

    1.2
        Use
      of
      Proceeds
      . In
      accordance with the directions of the Company's board of directors, the Company
      will use the proceeds from the issuance of the Debentures for (i) general
      working capital, (ii) repayment of certain obligations that are listed on
      Section 1.2 of the Disclosure Schedule (defined below), each of which obligation
      has been specifically reviewed and approved by Regent prior to repayment
      thereof, and (iii) payment of the legal and other expenses incurred by Regent
      in
      connection with the issuance of the Debentures (" Regent
      Expenses
      ") as
      set forth in Section 7.7 below. The Company shall not use the proceeds from
      the
      issuance of the Debentures for the purchase, repurchase or cancellation of
      any
      securities of the Company, or the payment of any prior obligations of the
      Company or its directors, officers, shareholders or employees.

     

    2.
 
      Representations.
      Warranties and Covenants of the Company
      . The
      Company hereby represents, warrants and covenant to Regent that, except as
      set
      forth on the Disclosure Schedule (the " Disclosure
      Schedule
      ")
      attached hereto as Exhibit
      C
      hereto,
      the statements in the following subsections in this Section 2 are all true
      and
      complete. The section numbers in the Disclosure Schedule will correspond to
      the
      section numbers in this Agreement. Whenever a representation or warranty herein
      is limited to the "knowledge" of the Company, knowledge shall mean the actual
      conscious knowledge of the executive officers of the Company, or what such
      executive officers should have known had such executive officers conducted
      due
      inquiry or investigation relating thereto, to the extent such inquiry or
      investigation would have been conducted by a reasonably prudent person in their
      capacity as an executive of the Company.

     

    2.1
        Organization,
      Good Standing, Power and Qualification
      . The
      Company is a corporation duly organized, validly existing and in good standing
      under the laws of the State of Delaware and has all requisite corporate power
      and authority to carry on its business as presently conducted and as proposed
      to
      be conducted. The Company is in good standing and is duly qualified to transact
      business in each jurisdiction in which it does business, or in which the failure
      to so qualify would have a material adverse effect on the Company's business,
      financial condition or properties.

     

    2.2
        Power
      . The
      Company has all requisite corporate power and authority (i) to own and operate
      its properties and assets and to carry on its business as presently conducted
      and as proposed to be conducted; (ii) to execute and deliver this Agreement,
      the
      Debentures, the Security Agreement and any other ancillary agreement required
      hereunder (collectively, the " Ancillary
      Agreements
      ");
      (iii) to issue the Debentures (and the common stock issuable upon conversion
      thereof); and (iv) to carry out and perform the provisions of this Agreement
      and
      the Ancillary Agreements.

     

    
      
        
        

      

      
        (1)

        
          

        

      

      
        
        

      

    

     

    2.3
        Authorization
      . All
      actions on the part of the Company, its officers, directors and shareholders
      necessary for the authorization, execution, delivery of this Agreement and
      the
      Security Agreement, the performance of all obligations of the Company hereunder
      and thereunder, and the authorization, issuance (or reservation of issuance),
      sale and delivery of the Debentures (and the common stock issuable upon
      conversion thereof) have been taken or will be taken prior to the Closing.
      This
      Agreement and the Ancillary Agreements, when executed and delivered by the
      Company, will constitute valid and binding obligations of the Company,
      enforceable in accordance with their respective terms, except (i) as limited
      by
      applicable bankruptcy, insolvency, reorganization, moratorium and other laws
      of
      general application affecting enforcement of creditors' rights generally; (ii)
      as limited by the laws related to the availability of specific performance,
      injunctive relief or other equitable remedies; and (iii) to the extent the
      indemnification provisions contained in this Agreement may be limited by
      applicable laws and principles of public policy.

     

    2.4
        Valid
      Issuance of Debentures
      . The
      Debentures (including the common stock issuable upon conversion thereof), when
      issued, sold and delivered in accordance with the terms of this Agreement for
      the consideration expressed herein, will be duly authorized, validly issued,
      fully paid and nonassessable, and will be free of restrictions on transfer
      other
      than restrictions on transfer under this Agreement and the Ancillary Agreements
      and under applicable state and federal securities laws.

     

    2.5
        Capitalization
      and Voting Rights
      .

     

    (a)
        The authorized capital of the Company consists, or will consist
      immediately prior to the Closing, of 100,000,000 shares of common stock, par
      value $.001 per share, 18,551,284 shares of which have been issued and are
      outstanding, and 10,000,000 shares of preferred stock, par value $.001 per
      share, none of which are issued and outstanding. The relative rights, privileges
      and preferences of capital stock are as stated in the Company's Certificate
      of
      Incorporation, a true and correct copy of which has been provided to Regent.
      The
      common stock issuable upon conversion of the Debentures on the date of issuance
      represents approximately twenty-two and 22/100ths percent (22.22%) of the
      outstanding common stock of the Company on an as-converted, fully-diluted basis,
      calculated on a pre-money valuation of the Company at the date of issuance
      of
      $3,500,000.

     

    (b)
        The outstanding shares of common stock have been duly authorized and
      validly issued, are fully paid and nonassessable, and were issued in accordance
      with the registration provisions of the Securities Act of 1933, as amended
      (the
      " Securities
      Act
      "), and
      any applicable state securities laws or pursuant to valid exemptions
      therefrom.

     

    (c)
        Except as otherwise provided for in the Disclosure Schedule, there are no
      outstanding options, warrants, rights (including conversion or preemptive
      rights) or agreements for the purchase or acquisition from the Company of its
      securities. Except as identified above, the Company has no equity purchase
      plan,
      option, warrant or other agreement or understanding granting rights to purchase
      the Company's securities with any other person or entity. The Company is not
      a
      party or subject to any agreement or understanding, and there is no agreement
      or
      understanding between any persons that affects or relates to the voting or
      giving of written consents with respect to any security or the voting by any
      shareholder or director of the Company.

     

    
      
        
        

      

      
        (2)

        
          

        

      

      
        
        

      

    

     

    (d)
      To
      the Company's knowledge, the Company has not violated any applicable federal
      or
      state securities laws or regulations in connection with the offer, sale or
      issuance of any of its equity securities or the offer, sale or issuance of
      any
      of its debt securities. There are no voting trusts, proxies or other agreements
      or understandings among the Company's shareholders or equity owners or any
      other
      person with respect to the voting, transfer or registration of the Company's
      equity securities or with respect to any other aspect of the Company's
      affairs.

     

    2.6
      Subsidiaries.
      The
      Company does not currently own or control, directly or indirectly, any interest
      in any other corporation, partnership, trust, joint venture, limited liability
      company, association, or other business entity. The Company is not a participant
      in any joint venture, partnership or similar arrangement.

     

    2.7
        Compliance
      with Other Instruments
      . The
      Company is not in violation or default of any provision of its Certificate
      of
      Incorporation, Bylaws or its other charter documents or in any material respect
      of any provision of any mortgage, indenture, agreement, instrument, regulation
      or contract to which it is a party or by which it is bound or of any federal
      or
      state judgment, order, writ, decree, statute, rule or regulation applicable
      to
      the Company. The execution, delivery and performance by the Company of this
      Agreement and the Ancillary Agreements, and the consummation of the transactions
      contemplated hereby and thereby, will not result in any material violation
      or be
      in conflict with or constitute, with or without passage of time or giving of
      notice, either a default under any such provision or an event that results
      in
      the creation of any lien, charge or encumbrance upon any assets of the Company
      or the suspension, revocation, impairment, forfeiture or renewal of any material
      permit, license, authorization or approval applicable to the Company, its
      businesses or operations or any of its assets or properties.

     

    2.8
        Governmental
      Consents, etc
      . No
      consent, approval, qualification, order or authorization of, or filing with,
      any
      federal, state or local governmental authority on the part of the Company is
      required in connection with the Company's execution, delivery or performance
      of
      this Agreement, the Ancillary Agreements or the offer, sale or issuance of
      the
      Debentures (or the issuance of the common stock issuable upon conversion
      thereof), except such filings as have been made prior to the Closing, or except
      any notices of sale required to be filed with the Securities and Exchange
      Commission under Regulation D of the Securities Act, or such post-Closing
      filings as may be required under applicable state securities laws, which will
      be
      timely filed within the applicable periods therefor.

     

    2.9
        Agreements:
      Action
      . Except
      with respect to (i) the outstanding Bridge Loan Debenture dated December 14,
      2006 (as amended), in the original principal amount of $172,500 (" FCP
      Debenture
      ") with
      Fountainhead Capital Partners ("FCP"), (ii) the Warrant to Purchase 50.22
      Membership Units of the Company (now 805,931 shares of the Company's common
      stock) dated December 15, 2006 (the " FCP
      Warrant
      "),
      (iii) the investment opportunity granted under the Option Agreement with FCP
      dated December 14, 2006 (" FCP
      Option
      "), or
      as specifically disclosed in the Disclosure Schedule:

     

    (a)
      There
      are no agreements, understandings or proposed transactions between the Company
      and any of its officers, directors, shareholders, affiliates or any affiliate
      thereof.

     

    
      
        
        

      

      
        (3)

        
          

        

      

      
        
        

      

    

     

    (b)
        There are no contracts, agreements, instruments, leases, commitments,
      understandings, proposed transactions, judgments, orders, writs or decree to
      which the Company is a party or by which it is bound that may involve (i)
      obligations (contingent or otherwise) of, or payments to, the Company in excess
      of $25,000; (ii) the granting of any rights affecting the development,
      manufacture, licensing, marketing, sale or distribution of the Company's
      products and services; (iii) the guarantee or indemnity of any indebtedness
      of
      any other person, firm or entity; (iv) the license of any patent, copyright,
      trade secret or other proprietary right to or from the Company; or (v) the
      indemnification by the Company with respect to infringements of proprietary
      rights.

     

    (c)
        The Company has not (i) declared or paid any dividend or distribution
      upon or with respect to any class or series of its equity securities, (ii)
      incurred any indebtedness from money borrowed or any other liabilities
      individually in excess of $10,000 or, in the case of indebtedness and/or
      liabilities individually less than $10,000, in excess of $25,000 in the
      aggregate, (iii) made any loans or advances to any person, other than ordinary
      advances for travel expenses, or (iv) sold, exchanged or otherwise disposed
      of
      any of its assets or rights except in the ordinary course of its
      business.

     

    (d)
        For the purposes of subsections (b) and (c) above, all indebtedness,
      liabilities, agreements, understandings, instruments, contracts and proposed
      transactions involving the same person or entity (including persons or entities
      the Company has reason to believe are affiliated therewith) shall be aggregated
      for the purpose of meeting the minimum dollar amounts for each
      subsection.

     

    2.10
        Obligations
      to Related Parties
      . Except
      as identified on the Disclosure Schedule, no employee, officer, director,
      shareholder or other equity owner of the Company or member of his, her or its
      immediate family is indebted to the Company, nor is the Company indebted (or
      committed to make loans or extend or guarantee credit) to any of them other
      than
      (i) for payment of salary for bona fide services rendered; (ii) reimbursement
      for reasonable expenses incurred on behalf of the Company; and (iii) for other
      standard employee benefits generally made available to all employees. No
      employee, officer or director of the Company and, to the Company's a knowledge,
      no shareholder of the Company or any of such shareholder's immediate family,
      has
      any direct or indirect ownership in any entity with which the Company is
      affiliated or with which the Company has a business relationship, or any entity
      that competes with the Company, except that employees, officers, directors
      or
      shareholders of the Company and members of their immediate family may own stock
      in publicly traded companies that may compete with the Company. No employee,
      officer, director or shareholder of the Company, or any member of their
      immediate families, is, directly or indirectly, interested in any contract
      with
      the Company (other than contracts that relate to any such person's ownership
      of
      an equity interest in the Company). The Company has not granted rights or
      licenses to any other entity or person to sell its products or services to
      any
      other person or entity and is not bound by any agreement that affects the
      Company's exclusive rights to market or sell its products or
      services.

     

    2.11
        Title
      to Properties and Assets
      . The
      Company owns its assets free and clear of all mortgages, liens, claims, and
      encumbrances other than (i) liens securing the FCP Debenture, (ii) liens for
      current taxes not yet delinquent, (iii) for liens imposed by law and incurred
      in
      the ordinary course of business for obligations not past due to carriers,
      warehousemen, laborers, materialmen and the like, (iv) for liens in respect
      of
      pledges or deposits under workers' compensation laws or similar legislation
      or
      (v) for minor defects in title, none of which, individually or in the aggregate,
      materially interferes with the use of such property. With respect to the
      property and assets it leases, the Company is in compliance with such leases,
      each lease is in full force and effect and is enforceable in accordance with
      its
      terms, holds a valid leasehold interest free of any liens, claims, or
      encumbrances, subject to clauses (i) – (v) above, and there exists no
      default or other condition which, with the giving of notice, the passage of
      time, or both, could become a default under any lease. There are no outstanding
      options or rights of first refusal with respect to the purchase or use of any
      of
      the Company's real property, any portion thereof or interest
      thereon.

     

    
      
        
        

      

      
        (4)

        
          

        

      

      
        
        

      

    

     

    2.12
        Intellectual
      Property
      . The
      Company owns or possesses sufficient legal rights to all patents, trademarks,
      service marks, trade names, copyrights, trade secrets, licenses, information,
      and proprietary rights and processes (collectively, " Intellectual
      Property
      ")
      necessary for its business as now conducted and as proposed to be conducted
      without any infringement of the rights of others. The Disclosure Schedule
      contains a complete list of the Company's patents, trademarks, copyrights and
      domain names and pending patent, trademark and copyright applications. There
      are
      no outstanding options, licenses, or agreements of any kind relating to the
      Company's Intellectual Property with the exception of agreements for the sale
      or
      license of the Company's products or services in the ordinary course of
      business, nor is the Company bound by or a party to any options licenses or
      agreements of any kind with respect to the Intellectual Property of any other
      person or entity with the exception of shrink-wrap, click-wrap or similar widely
      available commercial end-user licenses. The Company has not received any
      communications alleging that the Company has violated or, by conducting its
      business as presently proposed, would violate any of the Intellectual Property
      of any other person or entity. The Company is not aware that any of its
      employees is obligated under any contract (including licenses, covenants or
      commitments of any nature) or other agreement, or subject to any judgment,
      decree or order of any court or administrative agency, that would interfere
      with
      the Company's business as presently proposed to be conducted. It is not or
      will
      not be necessary for the Company to utilize any inventions of any of its
      employees (or people they currently intend to hire) made prior to their
      employment with the Company. The Company is not aware of any violation or
      infringement by a third party of any of the Company's Intellectual
      Property.

     

    2.13
        Employees;
      Employee Benefit Plans
      . The
      Company has complied in all material respects with all applicable state and
      federal equal opportunity and other laws related to employment. To the Company's
      knowledge, no employee of the Company is or will be in violation of any
      judgment, decree, or order, or term of any employment contract, patent
      disclosure agreement, or other contract or agreement relating to the
      relationship of any such employee with the Company, or any other party because
      of the nature of the business presently conducted or presently proposed to
      be
      conducted by the Company. The Company has no "Employee Benefit Plan" as defined
      in the Employment Retirement Income Security Act of 1974, as amended. The
      Company is not aware of any officer or key employee, or any group of key
      employees, that intends to terminate their employment with the Company, nor
      does
      the Company have a present intention to terminate the employment of any of
      them.

     

    2.14
        Litigation
      . There
      is no claim, action, suit, proceeding, arbitration, complaint, charge or
      investigation pending or currently threatened against the Company or any
      officer, director or key employee of the Company, nor is there any reasonable
      basis therefore. Neither the Company nor any of its officers or directors,
      is a
      party or is named as subject to the provisions of any order, writ, injunction,
      judgment or decree of any court or government agency or instrumentality (in
      the
      case of officers or directors, such as would affect the Company). There is
      no
      action, suit, proceeding or investigation by the Company pending or which the
      Company intends to initiate. The foregoing includes, without limitation, any
      action, suit, proceeding or investigation pending or threatened involving the
      prior employment of any of the Company's employees, their services provided
      in
      connection with the Company's business, or any information or techniques
      allegedly proprietary to any of their former employers, or their obligations
      under any agreements with prior employers.

     

    2.15
        Rights
      of Registration
      . Other
      than as described in Section 6.1 herein, the Company has not obligated itself
      to, is not under any current obligation to, and will not obligate itself to
      register under the Securities Act any of its currently outstanding securities
      or
      any securities issuable upon exercise or conversion of its currently outstanding
      securities.

     

    
      
        
        

      

      
        (5)

        
          

        

      

      
        
        

      

    

     

    2.16
        Financial
      Statements
      . The
      Company has delivered to Regent its audited financial statements as of December
      31, 2006 and its unaudited financial statements as of September 30, 2007,
      respectively (collectively, the " Financial
      Statements
      "). The
      Financial Statements have been prepared in accordance with generally accepted
      accounting principles applied on a consistent basis throughout the periods
      indicated. The Financial Statements fairly present in all material respects
      the
      financial condition and operating results of the Company as of the dates, and
      for the periods, indicated therein, subject in the case of the unaudited
      Financial Statements to normal year-end audit adjustments, which are not
      individually or in the aggregate expected to be material. Except as set forth
      in
      the Financial Statements, the Company has no liabilities or obligations,
      contingent or otherwise, other than (i) liabilities incurred in the ordinary
      course of business subsequent to September 30, 2007 (ii) obligations under
      contracts and commitments incurred in the ordinary course of business and (iii)
      liabilities and obligations of a type or nature not required under generally
      accepted accounting principles to be reflected in the Financial Statements,
      which, in all such cases, individually and in the aggregate are not material
      to
      the financial condition or operating results of the Company. The Company is
      not
      a guarantor or indemnitor of any indebtedness of any other person, firm or
      entity. The Company maintains and will continue to maintain a standard system
      of
      accounting established and administered in accordance with generally accepted
      accounting principles. The Company has no liability to any of its equity owners
      or to affiliates of such equity owners.

     

    2.17
        Brokers
      or Finders
      . Except
      as otherwise provided in the Disclosure Schedule, the Company has not incurred,
      and will not incur, directly or indirectly, as a result of any action taken
      by
      the Company, any liability for brokerage or finders' fees or agents' commissions
      or any charges in connection with this Agreement, the Ancillary Agreements
      or
      the transactions contemplated hereby and thereby.

     

    2.18
        Changes
      . Since
      September 30, 2007 there has not been:

     

    (a)
        any change in the assets, liabilities, financial condition or operating
      results of the Company from that reflected in the unaudited Financial Statements
      dated September 30, 2007, except changes in the ordinary course of business
      that
      have not been, in the aggregate, material adverse;

     

    (b)
        any damage, destruction or loss, whether or not covered by
      insurance;

     

    (c)
        any waiver or compromise by the Company of a valuable right or of a
      material debt owed to it;

     

    (d)
        any satisfaction or discharge of any lien, claim, or encumbrance or
      payment of any obligation by the Company, except in the ordinary course of
      business that is not material to the Company's business, financial condition
      or
      properties;

     

    (e)
        any material change to a material contract or agreement by which the
      Company or any of its assets is bound or subject;

     

    (f)
        any material change in any compensation arrangement or agreement with any
      employee, officer, director or shareholder of the Company;

     

    
      
        
        

      

      
        (6)

        
          

        

      

      
        
        

      

    

     

    (g)
        any resignation or termination of employment of any officer or key
      employee of the Company, and the Company, to its knowledge, does not know of
      the
      impending resignation or termination of employment of any such officer or key
      employee;

     

    (h)
        any mortgage, pledge, transfer of a security interest in, or lien,
      created by the Company, with respect to any of its properties or assets, except
      liens for taxes not yet due or payable;

     

    (i)
        any loans or guarantees made by the Company to or for the benefit of its
      employees, officers, directors or equity owners, or any shareholders of their
      immediate families, other man travel advances and other advances made in the
      ordinary course of business;

     

    (j)
      any
      declaration, setting aside or payment or other distribution in respect of any
      of
      the Company's securities, or any direct or indirect redemption, purchase, or
      other acquisition of any of such securities by the Company;

     

    (k)
      any
      sale, assignment or transfer of any of the Company's Intellectual
      Property;

     

    (1)
      receipt of notice that there has been a loss of, or order cancellation by,
      any
      customer of the Company;

     

    (m)
      any
      other event or condition of any character that would result in a material
      adverse effect on the Company's business, financial condition or properties;
      or

     

    (n)
      any
      agreement or commitment by the Company to do any of the things described in
      this
      Section 2.18.

     

    2.19
        Tax
      Returns. Payments and Elections
      . The
      Company has filed all tax returns and reports as required by law (including,
      but
      not limited to all Federal and state income tax returns, and all state sales
      and
      use tax returns). These returns and reports are true and correct in all material
      respects. The Company has paid all taxes and other assessments due, except
      those
      contested by it in good faith and listed in the Disclosure Schedule. The
      provision for taxes of the Company as shown in the Financial Statements is
      adequate for taxes dues or accrued as of the date thereof The Company has not
      made any elections pursuant to the Code (or other elections that related solely
      to methods of accounting, depreciation or amortization) that would have a
      material adverse effect on the Company's business, financial condition or
      properties.

     

    2.20
        Insurance
      . The
      Disclosure Schedule in Section 2.20 lists all of the insurance policies and
      fidelity bonds covering the assets, business, equipment, properties, operations,
      employees, officers and directors of the Company, all of which policies are
      currently in effect. The Company has furnished to Regent true and complete
      copies of all insurance policies and fidelity bonds listed in the applicable
      disclosure on the Schedule. There is no claim by the Company pending under
      any
      of such policies or bonds as to which coverage has been questioned, denied
      or
      disputed by the underwriters of such policies or bonds. The current and
      historical limits of liability under such policies or bonds have not been
      exhausted and/or are not impaired. There is no threatened termination of, or
      premium increase with respect to, any of such policies or bonds, or any notice
      that such policies or bonds are no longer in full force and effect or that
      the
      issuer thereof is no longer willing or able to perform its obligations
      thereunder. None of the insurance policies or bonds listed in the Disclosure
      Schedule will terminate or lapse by reason of the consummation of the
      transactions contemplated by this Agreement

     

    
      
        
        

      

      
        (7)

        
          

        

      

      
        
        

      

    

     

    2.21
        Proprietary
      Information and Invention Assignment Agreements
      . Each
      current and former employee, consultant and officer of the Company has executed
      a proprietary information and inventions assignment agreement in the form or
      forms provided to Regent. No current or former employee has excluded works
      or
      inventions from his or her assignment of inventions pursuant to such employee's
      agreement. The Company is not aware that any of its employees is in violation
      thereof.

     

    2.22
        Permits
      . The
      Company has all franchises, permits, licenses and any similar authority
      necessary for the conduct of its business as presently conducted by it, the
      lack
      of which would have a material adverse effect on the Company's business,
      properties or financial condition, and the Company believes it can obtain,
      without undue expense or burden, any similar authority for the expanded conduct
      of its business as presently proposed to be expanded. The Company is not in
      default in any respect under any of such franchises, permits, licenses or other
      similar authority.

     

    2.23
        Environmental
      and Safety Laws
      . The
      Company has complied in all material respects with all Environmental Laws.
      The
      Company has no Environmental Liabilities. No notice, notification, demand,
      request for information, citation, summons or order has been issued, no
      complaint has been filed, no penalty has been assessed and no investigation
      or
      review is pending or, to the Company's knowledge, threatened, by any
      governmental or other entity with respect to any alleged violation by the
      Company of any Environmental Law. There have been no environmental
      investigations, studies, audits, tests, reviews or other analyses conducted
      by
      or for the Company, or to the Company's knowledge, relating to any property
      or
      facility now or previously owned or leased by the Company that have not been
      delivered to Regent.

     

    The
      following terms, as used in this Section 2.23 have the following meanings;
      "
Environmental
      Law
      " means
      any and all federal, state, local and foreign statutes, laws (including common
      or case law), regulations, ordinances, rules, judgments, judicial decisions,
      orders, decrees, codes, plans, injunctions, or governmental restrictions
      relating to the protection of human health or safety or the environment or
      to
      emissions, discharges or releases of any Hazardous Substance into the
      environment, or otherwise relating to the manufacture, processing, distribution,
      use, treatment, storage, disposal, transport or handling of any Hazardous
      Substance or the containment, removal or remediation thereof. " Environmental
      Liabilities
      " means
      any and all liabilities arising in connection with or in any way relating to
      the
      past or present business of the Company, whether contingent or fixed, actual
      or
      potential, known or unknown, which (i) arise under or relate to matters governed
      by Environmental Law or arise in connection with or relate to any matter
      disclosed or required to be disclosed in the Disclosure Schedule as applicable
      and (ii) arise from or relate in any way to actions occurring or conditions
      existing before the Closing. " Hazardous
      Substance
      " means
      any and all pollutants and contaminants, and any and all toxic, caustic,
      radioactive or otherwise hazardous materials, substances or wastes that are
      regulated under any Environmental Law, and includes, without limitation,
      petroleum and its derivatives and by-products, and any other
      hydrocarbons.

     

    2.24
      Product
      Liability
      . The
      Company has no liability, whether known or unknown, asserted or unasserted,
      absolute or contingent, accrued or unaccrued, liquidated or unliquidated, or
      due
      or to become due (collectively, a " Liability
      ") (and
      there is no basis for any present or future action, suit, proceeding, hearing,
      investigation, charge, complaint, claim or demand against it giving rise to
      any
      Liability) arising out of any injury to individuals or property as a result
      of
      the ownership, possession or use of any product sold, leased or delivered by
      the
      Company.

     

    2.25
      Disclosure
      . The
      Company has provided to Regent all the information reasonably available to
      it without undue expense that Regent has requested for deciding whether to
      provide the funds related to the Debentures and all information that the Company
      reasonably believes necessary to enable Regent to make such decision.
      Neither this Agreement, the Ancillary Agreements, nor any other written
      statements or certificates made or delivered in connection herewith, when taken
      as a whole, contain any untrue statement of material fact or omits to state
      a
      material fact necessary to make the statements contained herein or therein
      not
      misleading in light of the circumstances under which they were
      made.

     

    
      
        
        

      

      
        (8)

        
          

        

      

      
        
        

      

    

     

    3.
      Representations,
      Warranties and Covenants of Regent
      . Regent
      hereby represents, warrants and covenants to the Company as
      follows:

     

    3.1
        Power:
      Authorization
      . Regent
      has all requisite power and authority to execute and deliver this Agreement
      and
      the Ancillary Agreements to which it is a party. This Agreement and the
      Ancillary Agreements to which it is a party, when executed and delivered by
      Regent, will constitute valid and legally binding obligations of Regent,
      enforceable in accordance with their respective terms, except (i) as limited
      by
      applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent
      conveyance, and any other laws of general application affecting enforcement
      of
      creditors' rights generally, and as limited by laws relating to the availability
      of specific performance, injunctive relief, or other equitable remedies, or
      (ii)
      to the extent the indemnification provisions contained in this Agreement may
      be
      limited by applicable laws and principles of public policy.

     

    3.2
        Purchase
      Entirely for Own Account
      . This
      Agreement is made with Regent in reliance upon Regent's representation
      to the Company, which by Regent's execution of this Agreement, Regent
      hereby confirms, that the Debentures (and the common stock issuable upon
      conversion thereof), will be acquired for investment for Regent's own account,
      not as a nominee or agent, and not with a view to the resale or distribution
      of
      any part thereof, and that Regent has no present intention of selling,
      granting any participation in, or otherwise distributing the same.

     

    3.3
        Reliance
      upon Regent's Representations
      . Regent understands that the Debentures and the common stock acquired upon
      conversion thereof not be registered under the Securities Act on the ground
      that
      the sale provided for in this Agreement and the issuance of the common stock
      is
      exempt from registration under the Securities Act pursuant to valid exemptions
      thereof, and that the Company's reliance upon such exemption is predicated
      on
      Regent's representations set forth herein.

     

    3.4
        Disclosure
      of Information
      . Regent
      has had an opportunity to ask questions of the Company regarding the terms
      and
      conditions of the issuance of the Debentures and the Company's business,
      financial condition, properties and prospects and to obtain additional
      information (to the extent the Company possessed such information or acquire
      it
      without unreasonable effort or expense) necessary to verify the accuracy of
      any
      information furnished to Regent or to which Regent had access. The foregoing,
      however, does not limit or modify the representations, warranties and covenants
      of the Company in Section 2 of this Agreement or the right by Regent to rely
      thereon.

     

    3.5
        Accredited
      Investor
      . Regent
      is an "accredited investor" as defined in Rule 501(a) of Regulation D
      promulgated under the Securities Act.

     

    3.6
        Restricted
      Securities
      . Regent
      understands that the Debentures and the common stock issuable upon conversion
      of
      the Debentures, are characterized as "restricted securities" under the federal
      securities laws inasmuch as they are being acquired from the Company in a
      transaction not involving a public offering and that under such federal
      securities laws and applicable regulations the Debentures and the common stock
      issuable upon conversion thereof may be resold without registration only in
      certain circumstances. In this regard, Regent represents that it is aware of
      the
      provisions of Rule 144 promulgated under the Securities Act which permit limited
      resale of securities purchased in a private placement subject to the
      satisfaction of certain conditions, including, among other things, the existence
      of a public market for the Debentures and the common stock issuable upon
      conversion thereof to availability of certain public information about the
      Company, the resale occurring not less than one year after a party has purchased
      and paid for the security to be sold, the sale being effected through a
      "broker's transaction" or in transactions with a "market maker" and the number
      of shares being sold during any three-month period not exceeding specified
      limitations.

     

    
      
        
        

      

      
        (9)

        
          

        

      

      
        
        

      

    

     

    3.7
        Brokers
      or Finders
      . The
      Company has not, and will not, incur, directly or indirectly, as a result of
      any
      action taken by Regent, any liability for brokerage or finders' fees or agents'
      commissions or similar charges in connection with this Agreement or the
      transactions contemplated hereby, other than the commitment and related fees
      payable to Regent under this Agreement.

     

    3.8
        Legends
      . Regent
      understands that the Debentures and the common stock issued upon conversion
      thereof, may bear one or all of the following legends:

     

    (a)
        THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
      UNDER THE SECURITIES ACT OF 1933, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND
      NOT
      WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO
      SUCH
      TRANSFER MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED
      THERETO OR AN OPINION OF COUNSEL IN A FORM SATISFACTORY TO THE COMPANY THAT
      SUCH
      REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933.

     

    (b)
        Any legend required by the securities laws of any state to the extent
      such laws are applicable to shares represented by the certificate so
      legended.

     

    4.
      Conditions
      to Closing of Regent
      . The
      obligations of Regent under Section 1 of this Agreement are subject to the
      fulfillment on or before the Closing of each of the following conditions, the
      waiver of which shall not be effective against Regent if it does not consent
      thereto:

     

    4.1
        Representations
      and Warranties Correct
      . The
      representations and warranties of the Company contained in Section 2 shall
      be
      true and correct on and as of the Closing with the same effect as though such
      representations and warranties had been made on and as of the date of the
      Closing.

     

    4.2
        Covenants
      . All
      covenants, agreements and conditions contained in this Agreement to be performed
      by the Company on or prior to the Closing shall have been performed or complied
      with in all material respects.

     

    4.3
        Debt
      . At
      Closing, total liabilities of the Company shall not exceed $753,278 and shall
      be
      of the type satisfactory to Regent, in its sole discretion. Other than disclosed
      in the Disclosure Schedule, the Company shall have no liabilities to the
      Company's shareholders or equity owners or affiliates of such shareholders,
      except as contemplated by this Agreement or the FCP Debenture.

     

    4.4
      Assignment
      of FCP Warrant and Option Rights
      . FCP
      shall have executed an Assignment of Rights in the Form of Exhibit
      D
      hereto,
      pursuant to which FCP shall assign to Regent an undivided fifty percent (50%)
      interest in (i) the FCP Warrant, and (ii) the FCP Option. If requested by Regent
      (including a request made subsequent to Closing), the Company will re-execute
      substitute and separate warrants and option agreements, pursuant to which each
      of Regent and FCP will have stand-alone agreements with terms identical to
      the
      existing FCP Warrant and FCP Option (with the exception that each such
      substitute agreement will cover 50% of the aggregate original
      interests).

     

    
      
        
        

      

      
        (10)

        
          

        

      

      
        
        

      

    

     

    4.5
      Additional
      Investment by FCP — Intracreditor Agreement .
      FCP
      shall concurrently invest in the Company a minimum of $150,000 at the time
      of
      issuance of each Debenture to Regent, for a total additional investment of
      at
      least $300,000. Such investment by FCP shall be made on terms identical to
      the
      Debentures (other than as to amount) pursuant to documentation substantially
      identical to the documentation being executed in connection with the Debentures;
      provided, FCP shall have the right to secure another investor for up to $100,000
      of FCP's additional $300,000 obligation.

     

    4.6
        Stock
      Option Plan
      . The
      Company, with the approval of Regent, will establish a Stock Option Plan,
      pursuant to which an amount not exceeding 10% of the Company's issued and
      outstanding common stock (on a fully diluted basis) will be reserved for
      issuance pursuant to either qualified or nonqualified options that may be
      granted to employees, officers, directors and consultants of the
      Company.

     

    4.7
        Satisfaction
      of Due Diligence
      . Regent
      shall have been satisfied, in its sole discretion, with the results of its
      due
      diligence investigation related to the Company. Without limiting the generality
      of the foregoing, Regent shall be satisfied that the Company's legal counsel
      accounting firm and other necessary experts can accomplish the filing of the
      Registration Statement in accordance with Section 6.1 hereof.

     

    4.8
        Debentures
      and Security Agreement.
      The
      Debentures shall have been issued by the Company and the Company shall have
      executed and delivered the Security Agreement and all other documents
      contemplated by this Agreement.

     

    4.9
        Lock-Up Agreement . Each of Kenneth Coviello, Heather Jensen and Sawmill
      Trust shall have entered into a Lock-Up Agreement in the form of Exhibit
      F
      hereto,
      pursuant to which such individuals shall have agreed to not sell or otherwise
      transfer any shares of common stock in the Company held by them for a period
      of
      one year following Closing, and thereafter such individuals can sell up to
      twenty-five percent (25%) of their common stock in the Company in each of the
      succeeding two years following Closing, after which time the Lock-Up Agreement
      will expire.

     

    4.10
        Material
      Adverse Effect
      . There
      has occurred no fact, event or circumstance which has had, or would reasonably
      be expected to have, a material adverse effect on the assets, liabilities,
      financial condition or operating results of the Company, except changes in
      the
      ordinary course of business that have not been, in the aggregate, materially
      adverse on the Company's business, financial condition or
      properties.

     

    5.
 
      Conditions
      to Closing of the Company
      . The
      obligations of the Company to Regent at the Closing are subject to the
      fulfillment on or before the Closing of each of the following conditions by
      Regent, unless otherwise waived:

     

    5.1
        Representations
      and Warranties Correct
      . The
      representations and warranties of Regent contained in Section 3 shall be
      true on and as of the Closing with the same effect as though such
      representations and warranties had been made on and as of the date of
      Closing.

     

    5.2
        Qualifications
      . All
      authorizations, approvals or permits, if any, of any governmental authority
      or
      regulatory body of the United States or of any state that are required in
      connection with the lawful issuance and sale of the Debentures and underlying
      shares of common stock pursuant to this Agreement shall be obtained and
      effective as of the Closing.

     

    
      
        
        

      

      
        (11)

        
          

        

      

      
        
        

      

    

     

    6.
 
      Post-Closing Covenants of the Company.

     

    6.1
      Registration
      Statement
      . Within
      sixty (60) days from the date of this Agreement, the Company shall file a
      registration statement on Form S-l, SB-2, or other applicable form
      ("Registration Statement"), with the Securities and Exchange Commission ("SEC"),
      which Registration Statement shall register for sale all common stock which
      may
      be issuable upon conversion of the Debentures. The Company will thereafter
      use
      its commercially reasonable efforts to have such registration statement declared
      effective by the SEC within one hundred eighty (180) days from the date hereof.
      For purposes hereof, the Company will be deemed to be using its "commercially
      reasonable efforts", provided it fully and appropriately responds to all
      comments from the SEC within ten (10) business days of receipt thereof without
      any undue hardship or unreasonable expenses, and diligently continues to seek
      effectiveness of such registration statement. The Company shall take such action
      to have the Registration Statement declared effective by the SEC within three
      (3) business days following written confirmation from the SEC that it either
      will not review the Registration Statement or that it has no further comment
      on
      the Registration Statement. For the avoidance of any doubt, that the Company
      shall not be in breach of this Section 6.1 for any delay arising from (i) issues
      raised by the SEC relating to Rule 415 of the Securities Act, as amended, or
      to
      the structure of the sale and resale of the shares, (ii) information required
      from person or entities other than the Company, or (iii) issues resulting from
      or relating to acts or omissions of persons or entities other than the
      Company.

     

    6.2
        Protection
      of Minority Rights
      . So
      long as either Debenture is outstanding or Regent or its affiliates shall
      continue to own at least 10% of the outstanding voting equity securities of
      the
      Company, then without the prior approval of Regent or its affiliates, as
      applicable, such approval not to be unreasonably withheld, the Company will
      not
      undertake any of the actions listed on Schedule
      6.2
      hereto.

     

    6.3
        Financial
      Statements
      . The
      Company will deliver to Regent the following financial information: (i)
      audited annual financial statements within 90 days of the close of each fiscal
      year of the Company; (ii) unaudited monthly cash flow statements within 30
      days
      after the end of each month; (iii) quarterly financial statements within 45
      days, of the end of each fiscal quarter of the Company; (iv) a proposed budget
      for each fiscal year within 30 days prior to the beginning of each fiscal year
      of the Company; and (v) such other financial information as Regent may
      reasonably request.

     

    7.
      Miscellaneous
      .

     

    7.1
        Survival
      of Warranties
      . The
      representations, warranties and covenants of the Company and Regent
      contained herein or made pursuant to this Agreement (i) shall survive the
      execution and delivery of this Agreement and the Closing and shall not terminate
      and (ii) shall in no way be affected by any investigation of the subject matter
      thereof made by or on behalf of Regent.

     

    7.2
        Successors
      and Assigns
      . Except
      as otherwise provided herein, the terms and conditions of this Agreement shall
      inure to the benefit of and be binding upon the respective successors and
      assigns of the parties. Nothing in this Agreement, express or implied, is
      intended to confer upon any party other than the parties hereto or their
      respective successors and assigns any rights, remedies, obligations, or
      liabilities under or by reason of this Agreement, except as expressly provided
      in this Agreement.

     

    7.3
        Governing
      Law
      . This
      Agreement shall be governed by and construed in accordance with the internal
      laws of the State of New York, without regard to conflict of laws
      rules.

     

    7.4
        Counterparts;
      Facsimile
      . This
      Agreement may be executed and delivered by facsimile signature and in two or
      more counterparts, each of which shall be deemed an original, but all of which
      together shall constitute one and the same instrument.

     

    
      
        
        

      

      
        (12)

        
          

        

      

      
        
        

      

    

     

    7.5
        Titles
      and Subtitles
      . The
      titles and subtitles used in this Agreement are used for convenience only and
      are not to be considered in construing or interpreting this
      Agreement.

     

    7.6
        Notices
      . All
      notices and other communications given or made pursuant to this Agreement shall
      be in writing and shall be deemed effectively given: (i) upon personal delivery
      to the party to be notified, (ii) when sent by confirmed electronic mail or
      facsimile if sent during normal business hours of the recipient, and if not
      so
      confirmed, then on the next business day, (iii) five (5) days after having
      been
      sent by registered or certified mail, return receipt requested, postage prepaid,
      or (iv) one (1) day after deposit with a nationally recognized overnight
      courier, specifying next day delivery, with written verification of receipt.
      All
      communications shall be sent to the respective parties at their address as
      set
      forth on the signature page, or to such e-mail address, facsimile number or
      address as subsequently modified by written notice given in accordance with
      this
      Section 6.6. If notice is given to Regent, a copy-shall also be sent to Johnson,
      Jones, Domblaser, Coffman & Shorb, P.C., Attn: Kenneth Domblaser, 15 West
      Sixth Street, Suite 2200, Bank of America Center, Tulsa, Oklahoma 74119 and
      if
      notice is given to the Company, a copy shall also be given to Benjamin A. Tan
      Esq., Sichenzia Ross Friedman Ference LLP, 61 Broadway, 32nd Floor, New York,
      NY
      10006.

     

    7.7
        Fees
      and Expenses
      . At the
      Closing, the Company shall pay up to $20,000 of the Regent Expenses, which
      shall
      consist of the reasonable fees and expenses of incurred by Regent in connection
      with this transaction, including the reasonable fees and expenses of Johnson,
      Jones, Domblaser, Coffman & Shorb, P.C., the counsel for
      Regent.

     

    7.8
        Attorney's
      Fees
      . If any
      action at law or in equity (including arbitration) is necessary to enforce
      or
      interpret the terms of any of this Agreement or the Ancillary Agreements, the
      prevailing party shall be entitled to reasonable attorney's fees, costs and
      necessary disbursements in addition to any other relief to which such party
      may
      be entitled.

     

    7.9
        Amendment
      . Except
      as expressly provided herein, neither this Agreement nor a term of this
      Agreement may be amended, waived discharged or terminated other than by a
      written instrument signed by the party against whom enforcement of any such
      amendment, waiver, discharge or termination is sought. Any such amendment,
      waiver, discharge or termination effected in accordance with this Section 7.9
      shall be binding upon each holder of any securities purchased under this
      Agreement at the time outstanding (including securities into which such
      securities have been converted or exchanged or for which such securities have
      been exercised), each future holder of all such securities and the
      Company.

     

    7.10
        Severability
      . If any
      provision of this Agreement becomes or is declared by a court of competent
      jurisdiction (or arbitrator) to be illegal, unenforceable or void, the portions
      of such provision, or such provision in its entirety, to the extent necessary,
      shall be severed from this Agreement, and such court (arbitrator) will replace
      such illegal, void or unenforceable provision with a valid and enforceable
      provision that will achieve, to the extent possible, the same economic, business
      and other purposes of the illegal, void, or unenforceable provision. The balance
      of this Agreement shall be enforceable in accordance with its
      terms.

     

    
      
        
        

      

      
        (13)

        
          

        

      

      
        
        

      

    

     

    7.11
        Indemnification
      .

     

    (a)
      The
      Company, without limitation as to time, assumes liability for and agrees to
      indemnify, defend and hold harmless Regent and its officers,
      managers/directors, members, employees, agents and affiliates (collectively,
      "
Indemnified
      Persons
      ") from
      and against, all losses, claims, damages, liabilities, obligations, fines,
      penalties, judgments, settlements, costs, expenses and disbursements (including
      reasonable attorneys' fees and expenses) (collectively, " Losses
      ") (i)
      arising out of or related to any breach or inaccuracy of any representation
      or
      warranty of the Company contained in this Agreement, the Debentures, the
      Security Agreement or any other agreement executed in connection herewith or
      therewith (ii) any non-fulfillment or breach of any covenant or agreement of
      the
      Company contained in this Agreement, the Debentures, the Security Agreement
      or
      any other agreement executed in connection herewith or therewith, or (iii)
      incurred in connection with any suit, action, proceeding, claim, investigation,
      liability or obligation (an " Action
      or Proceeding
      ")
      against the Company or any Indemnified Person arising out of or in connection
      with this Agreement and Ancillary Agreements, any other document or instrument
      executed pursuant hereto, or the transactions contemplated herein or therein,
      other than Losses resulting that are finally determined in such Action or
      Proceeding to be primarily and directly a result of (1) the gross negligence
      of
      such Indemnified Person, (2) the intentional misconduct or knowing violation
      of
      applicable law by such Indemnified Person, or (3) a transaction from which
      such
      Indemnified Person received an improper personal benefit. The Company agrees
      to
      reimburse each Indemnified Person promptly for all such Losses as they are
      incurred by such Indemnified Person. The obligations of the Company to each
      Indemnified Person under this Section 7.11 will be separate and distinct
      obligations and will survive any transfer of securities by Regent and the
      expiration or termination of this Agreement. The Company and Regent intend
      that
      the Indemnified Persons be indemnified from liability for their own negligence
      pursuant to this Section 7.11.

     

    (b)
        If and to the extent any portion of this Section 7.11 is unenforceable
      for any reason, the Company agrees to make the maximum contribution to the
      payment and satisfaction of any Loss for which indemnification is not provided
      for in this Section 7.11.

     

    (c)
        Any indemnification obligations pursuant to this Section 7.11 shall be
      paid by wire transfer, in immediately available funds, to an account designated
      in writing by the Indemnified Person within fifteen (15) days after the
      determination thereof. Any such indemnification payments shall include interest
      at ten percent (10%) per annum calculated on the basis of the actual number
      of
      days elapsed over 360, from the date any such Loss is suffered or sustained
      to
      the date of payment. The amount of any Loss for which indemnification is
      provided for in this Section 6.13 shall be net of any amounts actually recovered
      by the indemnifying party under insurance policies with respect to such
      Loss.

     

    7.12
        Entire
      Agreement
      . This
      Agreement, the exhibits attached hereto and the Disclosure Schedule, and the
      other documents delivered pursuant to this Agreement, including but not limited
      to the Debentures constitute the full and entire understanding and agreement
      between the parties with respect to the subject matter hereof, and supersede
      all
      prior agreements and understandings, whether written or oral, relating to such
      subject written in any way, including that certain Term Sheet among the parties
      hereto, and no party shall be liable or bound to any other party in any manner
      by any warranties, representations or covenants except as specifically set
      forth
      herein or therein.

     

    7.13
        Dispute
      Resolution
      . Any
      unresolved controversy or claim arising out of or relating to this Agreement,
      except as (i) otherwise provided in this Agreement, or (ii) any such
      controversies or claims arising out of either party's intellectual property
      rights for which a provisional remedy or equitable relief is sought, shall
      be
      submitted to arbitration by one arbitrator mutually agreed upon by the parties,
      and if no agreement can be reached within thirty (30) days after names of
      potential arbitrators have been proposed by the American Arbitration Association
      (the " AAA
      "), then
      by one arbitrator having reasonable experience in corporate finance transactions
      of the type provided for in this Agreement and who is chosen by the AAA. The
      arbitration shall take place in New York City, in accordance with the AAA rules
      then in effect, and judgment upon any award rendered in such arbitration will
      be
      binding and may be entered in any court having jurisdiction thereof. There
      shall
      be limited discovery prior to the arbitration hearing as follows: (a) exchange
      of witness lists and copies of documentary evidence and documents relating
      to or
      arising out of the issues to be arbitrated, (b) depositions of all party
      witnesses and (c) such other depositions as may be allowed by the arbitrators
      upon a showing of good cause. Depositions shall be conducted in accordance
      with
      the Oklahoma Code of Civil Procedure , the arbitrator shall be required to
      provide in writing to the parties the basis for the award or order of such
      arbitrator, and a court reporter shall record all hearings, with such record
      constituting the official transcript of such proceedings. The prevailing party
      shall be entitled to reasonable attorney's fees, costs, and necessary
      disbursements in addition to any other relief to which such party may be
      entitled. Each of the parties to this Agreement consents to personal
      jurisdiction for any equitable action sought in the U.S. District Court for
      the
      Southern District of New York.

     

    
      
        
        

      

      
        (14)

        
          

        

      

      
        
        

      

    

     

    7.14
      No
      Commitment for Additional Financing
      . The
      Company acknowledges and agrees that other than as contemplated by this
      Agreement, the Debentures or the Security Agreement, Regent has not made
      any representation, undertaking, commitment or agreement to provide or assist
      the Company in obtaining any financing, investment or other assistance, other
      than the purchase of the Debentures and the provision of funds pursuant to
      the
      Debentures subject to the conditions set forth herein. In addition, the Company
      acknowledges and agrees that (i) no statements, whether written or oral, made
      by Regent or its representatives on or after the date of this Agreement
      shall create an obligation, commitment or agreement to provide or assist the
      Company in obtaining any financing or investment, (ii) the Company shall not
      rely on any such statement by Regent or its representatives and (iii) an
      obligation, commitment or agreement to provide or assist the Company in
      obtaining any financing or investment may only be created by a written
      agreement, signed by Regent and the Company, setting forth the terms and
      conditions of such financing or investment and stating that the parties intend
      for such writing to be a binding obligation or agreement. Regent shall have
      the right, in its sole and absolute discretion, to refuse or decline to
      participate in any other financing of or investment in the Company, and shall
      have no obligation to assist or cooperate with the Company in obtaining any
      financing, investment or other assistance.

     

    IN
      WITNESS WHEREOF, the parties have executed this Convertible Debenture Purchase
      Agreement as of the date first written above.

     

    Signatures
      appear on following page

     

    
      
        
        

      

      
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              COMPANY

            
	 	 	 	 
	 	 	
              VYCOR
                MEDICAL, INC.

            
	 	 	 	 
	
              /s/
                Heather N. Jensen 

            	 	
              By:
                

            	
              Kenneth
                Coveillo

            
	
              Heather
                N. Jensen

            	 	
              Name:

            	
              Kenneth
                Coveillo

            
	
              President
                

            	 	
              Title:

            	
              CEO

            


    

     

    
      	
              Address:

            
	 
	
              80
                Orville Drive, Suite 100

            
	
              Bohemia,
                New York 11716

            
	 
	
              REGENT

            
	 
	
              REGENT
                PRIVATE CAPITAL, LLC

            


    

    


    
      	
              By:

            	
              /s/
                Lawrence Field

            
	 	
              Lawrence
                Field, Managing Director

            


    

    


    
      	
              Address:

            
	
              152
                West 57 th
                Street, 9 th
                Floor

            
	
              New
                York, New York 1001 9

            


    

     

    
      
        
        

      

      
        (16)

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
      A

     

    FORM
      OF DEBENTURE

     

    
       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

         

      

    

    
      THIS
        SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
        (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE, AND IS BEING
        OFFERED AND SOLD PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS
        OF
        THE SECURITIES ACT AND SUCH LAWS. THIS SECURITY MAY NOT BE SOLD OR TRANSFERRED
        EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES
        ACT
        OR PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS
        OF THE
        SECURITIES ACT OR SUCH OTHER LAWS.

       

      6%
        CONVERTIBLE DEBENTURE

      


      
        	
                No.
                  1

              	
                US$500,000

              


      

       

      VYCOR
        MEDICAL, INC.

       

      SENIOR
        CONVERTIBLE DEBENTURE

       

      DUE
        FEBRUARY 15, 2008


      


      FOR
        VALUE
        RECEIVED, Vycor
        Medical, Inc.
        (the
        "Company") promises to pay to Regent
        Private Capital, LLC,
        or any
        other registered holder(s) hereof and its or their authorized successors
        and
        permitted assigns (" Holder"), the aggregate principal face amount of US$500,000
        on or before February 15, 2009 ("Maturity Date"), together with interest
        thereon
        at six percent (6%) per annum. The Holder shall have the sole option to extend
        the Maturity Date for a period of six months. Accrued interest shall be paid
        to
        the person in whose name this Debenture is registered on the records of the
        Company regarding registration and transfers of the Debenture ("Debenture
        Register"); provided, however, that the Company's obligation to a transferee
        of
        this Debenture arises only if such transfer, sale or other disposition is
        made
        in accordance with the terms hereof and duly entered in the Debenture Register.
        The principal amount of this Debenture is payable at the address last appearing
        on the Debenture Register of the Company as designated in writing by the
        Holder
        hereof from time to time. The Holder's address initially provided to the
        Company
        is as set forth in Section 16(b) below. The Company may, at its option, elect
        to
        pay accrued interest under this Debenture, by issuing to the Holder shares
        of
        common stock in the Company with a value equal to such accrued interest.
        In such
        event, the value of the common stock issued in lieu of payment of accrued
        interest will be mutually agreed upon by the Company and the Holder prior
        to the
        Company having the right to make payment in such fashion. The Company will
        pay
        the outstanding principal and accrued interest due upon this Debenture before
        or
        on the Maturity Date, less any amounts required by law to be deducted or
        withheld, to the Holder of this Debenture by check if paid more than 10 days
        prior to the Maturity Date or by wire transfer and addressed to such Holder
        at
        the last address appearing on the Debenture Register. The forwarding of such
        check or wire transfer shall constitute a payment of outstanding principal
        hereunder and shall satisfy and discharge the liability for principal on
        this
        Debenture to the extent of the sum represented by such check or wire
        transfer.

       

      
        
          
            
            

          

          
            1

            
              

            

          

          
            
            

          

        

         

      

      This
        Debenture is one of a series of two Convertible Debentures, each in the original
        principal amount of $500,000, to be issued pursuant to the Convertible Debenture
        Purchase Agreement dated February 15, 2008 ("Purchase Agreement"), and secured
        pursuant to the terms of a Security Agreement of even date with the Purchase
        Agreement ("Security Agreement").

       

      This
        Debenture is subject to the following additional provisions:

       

      1.
 
        Issuance.  
        The
        Debenture may be exchanged for an equal aggregate principal amount of Debentures
        of different authorized denominations, as requested by the Holders surrendering
        the same, but not less than U.S. $50,000 each. No service charge will be
        made
        for such registration or transfer or exchange, except that Holder shall pay
        any
        tax or other governmental charges payable in connection therewith. The Company
        shall be entitled to withhold from all payments any amounts required to be
        withheld under the applicable laws.

       

      2.
 
        Loss,
        Theft, Destruction of Debenture .
        Upon
        receipt of evidence satisfactory to the Company of the loss, theft, destruction
        or mutilation of this Debenture and, in the case of any such loss, theft
        or
        destruction, upon receipt of indemnity or security reasonably satisfactory
        to
        the Company, or, in the case of any such mutilation, upon surrender and
        cancellation of this Debenture, the Company shall make, issue and deliver,
        in
        lieu of such lost, stolen, destroyed or mutilated Debenture, a new Debenture
        of
        like tenor and unpaid principal amount dated as of the date hereof (which
        shall
        accrue interest from the most recent interest payment date on which an interest
        payment was made in full).

       

      3.
 
        Transfer.  
        This
        Debenture may be transferred or exchanged only in compliance with the Securities
        Act of 1933, as amended (the "Act") and applicable state securities laws.
        Prior
        to due presentment for transfer of this Debenture, the Company and any agent
        of
        the Company may treat the person in whose name this Debenture is duly registered
        on the Company's Debenture Register as the Holder hereof for all other purposes,
        whether or not this Debenture be overdue, and neither the Company nor any
        such
        agent shall be affected or bound by notice to the contrary. Any Holder of
        this
        Debenture, electing to exercise the right of conversion set forth in Section
        4(a) hereof, in addition to the requirements set forth in Section 4(a), and
        any
        prospective transferee of this Debenture, are also required to give the Company
        written confirmation that the Debenture is being converted ("Notice of
        Conversion") in the form annexed hereto as Exhibit I. The date of receipt
        (including receipt by telecopy) of such Notice of Conversion shall be the
        Conversion Date.

      
         

        
          
            
            

          

          
            2

            
              

            

          

          
            
            

          

        

         

      

      4.
 
        Conversion  
        The
        Holder is entitled, at its option, to convert all or any amount of the principal
        face amount of this Debenture then outstanding into shares of common stock
        of
        the Company at a Conversion Price of $.01230 per share, subject to adjustment
        as
        provided herein. If the number of resultant Conversion Shares would as a
        matter
        of law or pursuant to regulatory authority require the Company to seek member
        approval of such issuance, the Company has, prior to the issuance hereof,
        taken
        the necessary steps to obtain such approval. Such conversion shall be
        effectuated, by the Company delivering the Conversion Shares to the Holder
        within 30 days of receipt by the Company of the Notice of Conversion. Once
        the
        Holder has received such Conversion Shares, the Holder shall surrender the
        Debenture (or portion thereof) to be converted to the Company, executed by the
        Holder of this Debenture evidencing such Holder's intention to convert this
        Debenture or a specified portion hereof, and accompanied by proper assignment
        hereof in blank. If the Company shall fail to deliver the Conversion Shares
        to
        the Holder within such 30 day period, the Conversion Price shall be
        automatically reduced by twenty-five percent (25%), and shall be reduced
        an
        additional ten percent (10%) for each additional 30 day period (or portion
        thereof) thereafter. In the event of a partial conversion of the Debenture,
        the
        Company will immediately issue a replacement Debenture covering the unconverted
        portion.

       

      To
        the
        fullest extent permitted by law, the Holder shall be entitled to exercise
        its
        conversion privilege notwithstanding the commencement of any case under the
        Bankruptcy Code. In the event the Company is a debtor under the Bankruptcy
        Code,
        the Company hereby waives to the fullest extent permitted any rights to relief
        it may have under 11 U.S.C. § 362 in respect of the Holder's conversion
        privilege. The Company hereby waives to the fullest extent permitted any
        rights
        to relief it may have under 11 U.S.C. § 362 in respect of the conversion of this
        Debenture. The Company agrees, without cost or expense to the Holder, to
        take or
        consent to any and all action necessary to effectuate relief under 11 U.S.C.
§
362.

       

      No
        fractional shares or scrip representing fractional shares shall be delivered
        upon conversion of this Debenture. Instead of any fractional Conversion Shares
        which otherwise would be delivered upon conversion of this Debenture, the
        Company shall pay a cash adjustment in respect of such fraction in an amount
        equal to the same fraction multiplied by the Conversion Price on the date
        of
        Conversion. No cash payment of less than $1.00 shall be required to be given
        unless specifically requested by the Holder.

       

      5.
 
        Priority;
        Security.  
        The
        obligation evidenced by this Debenture shall be senior to all other obligations
        of the Company other than obligations specifically approved by the Holder;
        provided that the obligation evidenced by this Debenture shall be of equal
        priority for all purposes with that certain Bridge Loan Debenture dated June
        21,
        2007, in the original principal amount of $172,500 held by Fountainhead Capital
        Partners Limited (the "FCP Debenture"). The obligation evidenced by this
        Debenture is secured by a first priority security interest (and equal in
        priority to the first priority security interest securing the FCP Debenture),
        in
        all of the assets of the Company other than liens specifically approved by
        the
        Holder. As a condition to funding this Debenture, the Holder has the right
        to
        require the holder of the FCP Debenture to execute an intracreditor or similar
        written agreement pursuant to which such holder acknowledges that the security
        interests of such holder and the Holder hereunder shall be equal, and in
        the
        event of a default under either the FCP Debenture or this Debenture, such
        debenture holders, as secured parties, will share, pari passu, with respect
        to
        the proceeds from any foreclosure of collateral securing such
        indebtedness.

       

      
        6.
 
          Anti-dilution
          Adjustments .
          The
          number of shares issuable upon conversion of this Debenture and the Conversion
          Price shall be subject to adjustment as follows:

        
           

          
            
              
              

            

            
              3

              
                

              

            

            
              
              

            

          

           

        

      

      (a)
          In case the Company shall (i) pay a dividend or make a distribution on
        its common stock in additional shares or other securities, (ii) subdivide
        its
        outstanding common stock into a greater number of shares, (iii) combine its
        outstanding shares into a smaller number of shares or (iv) issue, by
        reclassification of its shares, any other securities of the Company (including
        any such reclassification in connection with a consolidation or merger in
        which
        the Company is the continuing entity), the number of share issuable upon
        conversion of this Debenture immediately prior thereto shall be adjusted
        so that
        the Holder shall be entitled to receive the kind and number of Conversion
        Shares, and other securities of the Company which such Holder would have
        owned
        or would have been entitled to receive immediately after the happening of
        any of
        the events described above, had the Debenture been converted immediately
        prior
        to the happening of such event or any record date with respect thereto. Any
        adjustment made pursuant to this subsection 6(a) shall become effective
        immediately after the effective date of such event.

       

      (b)
          In case the Company shall issue rights, options, warrants or convertible
        securities to holders of its shares, for no
        consideration,
        containing the right to subscribe for or purchase shares of common stock,
        the
        number of Conversion Shares thereafter issuable upon the conversion of this
        Debenture shall be determined by multiplying the number of Conversion Shares
        theretofore issuable upon conversion of this Debenture by a fraction, of
        which
        the numerator shall be the number of shares outstanding immediately prior
        to the
        issuance of such rights, options, warrants or convertible securities plus
        the
        number of additional shares offered for subscription or purchase, and of
        which
        the denominator shall be the number of shares outstanding immediately prior
        to
        the issuance of such rights, options, warrants or convertible securities.
        Such
        adjustment shall be made whenever such rights, options, warrants or convertible
        securities are issued, and shall become effective immediately upon issuance
        of
        such rights, options, warrants or convertible securities. In the event of
        such
        adjustment, corresponding adjustments shall be made to the Conversion
        Price.

       

      (c)
          In case the Company shall distribute to holders of its common shares
        evidences of its indebtedness or assets (excluding cash dividends or
        distributions out of current earnings made in the ordinary course of business
        consistent with past practices), then in each case the number of Conversion
        Shares thereafter issuable upon the conversion of this Debenture shall be
        determined by multiplying the number of Conversion Shares theretofore issuable
        upon conversion of this Debenture by a fraction, of which the numerator shall
        be
        the then Market Price (as defined below) on the date of such distribution,
        and
        of which the denominator shall be such Market Price on such date minus the
        then
        fair value (determined as provided in subsection 6(f) below) of the portion
        of
        the assets or evidences of indebtedness so distributed applicable to one
        share.
        Such adjustment shall be made whenever any such distribution is made and
        shall
        become effective on the date of distribution. In the event of any such
        adjustment, the number of Conversion Shares shall also be adjusted and shall
        be
        that number determined by multiplying the number of shares issuable upon
        exercise before the adjustment by a fraction, the numerator of which shall
        be
        the Conversion Price in effect immediately before the adjustment and the
        denominator of which shall be the Conversion Price as so adjusted.

      
         

        
          
            
            

          

          
            4

            
              

            

          

          
            
            

          

        

         

      

      (d)
        If
        the Company shall at any time while this Debenture is outstanding issue shares
        (including additional shares deemed to be issued upon conversion of any
        convertible security, but excluding shares issued as a dividend or distribution
        or upon a stock split or combination which is otherwise provided for in Section
        6(a) above, or upon the issuance of options or warrants for no
        consideration
        which is
        otherwise provided for in Section 6(b) above) either without consideration,
        or
        for a consideration per share less than the Conversion Price in effect on
        the
        date of and immediately prior to such issue, then and in such event, the
        Conversion Price shall be reduced by a full ratchet anti-dilution adjustment
        to
        such lesser price (calculated to the nearest cent).

       

      For
        purposes of this Section 6(d), the consideration received by the Company
        for the
        issue of any additional shares shall be computed as follows:

       

      (A)
          Cash and Property. Such consideration shall:

       

      (1)
          insofar as it consists of cash, be computed at the aggregate of cash
        received by the Company, excluding amounts paid or payable for accrued interest
        or accrued dividends;

       

      (2)
          insofar as it consists of property other than cash, be computed at the
        fair market value thereof at the time of such issue, as determined in good
        faith
        by the Company's managers or governing board; and

       

      (3)
          in the event additional shares are issued together with other securities
        or other assets of the Company for consideration which covers both, be the
        proportion of such consideration so received, computed as provided in clauses
        (1) and (2) above, as determined in good faith by the Company's board of
        directors.

       

      (B)
          Options, Rights and Convertible Securities. The consideration per unit
        received by the Company for additional shares deemed to have been issued
        pursuant to options, warrants, rights or other convertible securities (other
        than when issued for no consideration as provided for in Section 6(a) above),
        shall be determined by dividing

       

      (1)
          the total amount, if any, received or receivable by the Company as
        consideration for the issue of such options, rights, warrants or other
        convertible securities, plus the minimum aggregate amount of additional
        consideration (as set forth in the instruments relating thereto, without
        regard
        to any provision contained therein for a subsequent adjustment of such
        consideration) payable to the Company upon the exercise of such options,
        rights,
        warrants or the conversion or exchange of such convertible securities,
        by

       

      (2)
          the maximum number of shares (as set forth in the instruments relating
        thereto, without regard to any provision contained therein for a subsequent
        adjustment of such number) issuable upon the exercise of such options, rights,
        warrants or the conversion or exchange of such convertible
        securities.

      
         

        
          
            
            

          

          
            5

            
              

            

          

          
            
            

          

        

         

      

      (e)
          Whenever the number of Conversion Shares issuable upon the conversion of
        this Debenture is adjusted as provided in this Section 6, the Conversion
        Price
        shall be adjusted by multiplying such Conversion Price immediately prior
        to such
        adjustment by a fraction, the numerator of which shall be the number of
        Conversion Shares issuable upon the conversion of this Debenture immediately
        prior to such adjustment, and the denominator of which shall be the number
        of
        Conversion Shares issuable immediately thereafter.

       

      (f)
          For the purpose of this Section 6, the term " shares
        " shall
        mean (i) the common stock of the Company at the time of conversion, on a
        fully
        diluted basis. In the event that at any time, as a result of an adjustment
        made
        pursuant to this Section 6, a Debenture holder shall be entitled to convert
        such
        Debenture into any securities of the Company other than common stock, (i)
        if the
        Debenture holder's right to convert is on any other basis than that available
        to
        all holders of the Company's common stock, the Company shall obtain an opinion
        of a reputable investment banking firm valuing such other securities and
        (ii)
        thereafter the number of such other securities so purchasable upon conversion
        of
        a Debenture and the Conversion Price of such securities shall be subject
        to
        adjustment from time to time in a manner and on terms as nearly equivalent
        as
        practicable to the provisions with respect to the shares contained in this
        Section 6.

       

      (g)
          Upon the expiration of any rights, options, warrants or conversion
        privileges, if such shall not have been exercised, the number of Conversion
        Shares issuable upon conversion of the Debenture and the Conversion Price,
        to
        the extent the Debenture has not then been converted, shall, upon such
        expiration, be readjusted and shall thereafter be such number and such price
        as
        they would have been had they been originally adjusted (or had the original
        adjustment not been required, as the case may be) on the basis of (A) the
        fact
        that the only shares issued in respect of such rights, options, warrants
        or
        conversion privileges were the shares, if any, actually issued or sold upon
        the
        exercise of such rights, options, warrants or conversion privileges, and
        (B) the
        fact that such shares, if any, were issued or sold for the consideration
        actually received by the Company upon such exercise plus the consideration,
        if
        any, actually received by the Company for the issuance, sale or grant of
        all
        such rights, options, warrants or conversion privileges whether or not
        exercised; provided, however, that no such readjustment shall have the effect
        of
        decreasing the numbers of Conversion Shares issuable upon conversion of the
        Debenture or increasing the Conversion Price by an amount in excess of the
        amount of the adjustment made in respect of the issuance, sale or grant of
        such
        rights, options, warrants or conversion privileges.

       

      (h)
          Upon any adjustment of the Conversion Price and the number of Conversion
        Shares issuable upon conversion of the Debenture, then and in each such case,
        the Company shall give written notice thereof, by first-class mail, postage
        prepaid, addressed to the Holder as shown on the books of the Company, which
        notice shall state the Conversion Price resulting from such adjustment and
        the
        increase or decrease, if any, in the number of shares issuable at such price
        upon the conversion of the Debenture, setting forth in reasonable detail
        the
        method of calculation and the facts upon which such calculation is
        based.

      
         

        
          
            
            

          

          
            6

            
              

            

          

          
            
            

          

        

         

      

      7.
 
        Merger,
        Reorganization or Consolidation .
        In any
        case in which a transaction would result in a complete liquidation of the
        Company or a merger, reorganization, or consolidation of the Company with
        any
        other unrelated corporation or other entity in which the Company is not the
        surviving corporation or the Company becomes a wholly-owned subsidiary of
        another unrelated corporation or other entity (all such transactions being
        referred to herein as a "Reorganization"), the surviving corporation or other
        entity shall be required to assume the Debenture or to issue a substitute
        Debenture in place thereof which substitute Debenture shall provide for terms
        at
        least as favorable to the Holder as contained in this Debenture and shall
        provide the Holder the right to acquire the kind and amount of common stock
        and
        other securities and property which the Holder would have owned or been entitled
        to receive had the Debenture been converted immediately prior to such
        Reorganization.

       

      8.
 
        No
        Impairment.  
        No
        provision of this Debenture shall alter or impair the obligation of the Company,
        which is absolute and unconditional, to pay the principal of this Debenture
        at
        the time, place, and rate, and in the form, herein prescribed.

       

      9.
 
        Waiver
        of Demand/Presentment.  
        The
        Company hereby expressly waives demand and presentment for payment, notice
        of
        non-payment, protest, notice of protest, notice of dishonor, notice of
        acceleration or intent to accelerate, and diligence in taking any action
        to
        collect amounts called for hereunder and shall be directly and primarily
        liable
        for the payment of all sums owing and to be owing hereto.

       

      10.
          Cost
        and Fees.  
        The
        Company agrees to pay all costs and expenses, including reasonable attorneys'
        fees, which may be incurred by the Holder in collecting any amount due under
        this Debenture.

       

      11.
          Events
        of Default.  
        If one
        or more of the following described "Events of Default" shall occur and continue
        for 30 days, unless a different time frame is noted below:

       

      (a)
          The Company shall default in the payment of principal or interest on this
        Debenture, and such failure shall continue for a period of five (5) days;
        or

       

      (b)
          The Company shall fail to perform or observe, in any material respect,
        any other covenant, term, provision, condition, agreement or obligation of
        the
        Company under this Debenture and such failure shall continue uncured for
        a
        period of thirty (30) days after notice from the Holder of such failure;
        or

       

      (c)
          The Company shall (1) become insolvent; (2) admit in writing its
        inability to pay its debts generally as they mature; (3) make an assignment
        for
        the benefit of creditors or commence proceedings for its dissolution; (4)
        apply
        for or consent to the appointment of a trustee, liquidator or receiver for
        its
        or for a substantial part of its property or business; (5) file a petition
        for
        bankruptcy relief, consent to the filing of such petition or have filed against
        it an involuntary petition for bankruptcy relief, all under federal or state
        laws as applicable; or

      
         

        
          
            
            

          

          
            7

            
              

            

          

          
            
            

          

        

         

      

      (d)
          A trustee, liquidator or receiver shall be appointed for the Company or
        for a substantial part of its property or business without its consent and
        shall
        not be discharged within thirty (30) days after such appointment;
        or

       

      (e)
          Any governmental agency or any court of competent jurisdiction at the
        instance of any governmental agency shall assume custody or control of the
        whole
        or any substantial portion of the properties or assets of the Company;
        or

       

      (f)
          Any money judgment, writ or warrant of attachment, or similar process, in
        excess of One Hundred Thousand ($100,000) Dollars in the aggregate shall
        be
        entered or filed against the Company or any of its properties or other assets
        and shall remain unpaid, unvacated, unbonded or unstayed for a period of
        fifteen
        (15) days or in any event later than five (5) days prior to the date of any
        proposed sale thereunder; or

       

      (g)
          Bankruptcy, reorganization, insolvency or liquidation proceedings, or
        other proceedings for relief under any bankruptcy law or any law for the
        relief
        of debtors shall be instituted voluntarily by or involuntarily against the
        Company; or

       

      (h)
          The Company shall not deliver to the Holder the shares pursuant to
        paragraph 4 herein within 30 days of receipt of Notice of Conversion;
        or

       

      (i)
          any of the representations or warranties made by the Company herein, in
        the Purchase Agreement or the Security Agreement or in any certificate or
        financial or other written statements heretofore or hereafter furnished by
        or on
        behalf of the Company in connection with the execution and delivery of this
        Debenture, the Purchase Agreement or the Security Agreement shall be false
        or
        misleading in a material respect on the Closing Date; or

       

      (j)
        the
        Company shall fail in any one of the following respects: (A) to file, within
        sixty (60) days from the date hereof, a registration statement on Form S-l
        or
        SB-2,(or other applicable form ("Registration Statement"), with the Securities
        and Exchange Commission ("SEC"), which Registration Statement shall register
        for
        sale all Conversion Shares which may be issuable upon conversion of this
        Debenture; (B) to use its commercially reasonable efforts to have such
        Registration Statement declared effective by the SEC within one hundred eighty
        (180) days from the date hereof (and for purposes hereof, the Company will
        be
        deemed to be using its "commercially reasonable efforts" without any undue
        hardship or unreasonable expenses, provided it fully and appropriately responds
        to all comments from the SEC within ten (10) business days of receipt thereof,
        and diligently continues to seek effectiveness of such registration statement);
        or (C) to take such action to have the Registration Statement declared effective
        by the SEC within three (3) business days following written confirmation
        from
        the SEC that it either will not review the Registration Statement or that
        it has
        no further comment on the Registration Statement; or

       

      (k)
        If
        the Company is then a "reporting company" it shall fail to make the required
        filings or statements with the Securities Exchange Commission by the appropriate
        deadlines.

      
         

        
          
            
            

          

          
            8

            
              

            

          

          
            
            

          

        

         

      

      Then,
        or
        at any time thereafter, unless cured, and in each and every such case, unless
        such Event of Default shall have been waived in writing by the Holder (which
        waiver shall not be deemed to be a waiver of any subsequent default) at the
        option of the Holder and in the Holder's sole discretion, the Holder may
        consider this Debenture immediately due and payable, without presentment,
        demand, protest or (further) notice of any kind (other than notice of
        acceleration), all of which are hereby expressly waived, anything herein
        or in
        any note or other instruments contained to the contrary notwithstanding,
        and the
        Holder may immediately, and without expiration of any period of grace, enforce
        any and all of the Holder's rights and remedies provided herein or any other
        rights or remedies afforded by law. Upon an Event of Default, interest shall
        accrue on all amounts outstanding under this Debenture at the rate of 12%
        per
        annum, until such Event of Default is cured or the principal and all accrued
        interest under this Debenture is paid in full.

       

      12.
          Priority .
        This
        Debenture represents a prioritized obligation of the Company. However, no
        recourse shall be had for the payment of the principal of this Debenture,
        or for
        any claim based hereon, or otherwise in respect hereof, against any
        incorporator, unitholder, officer or director, as such, past, present or
        future,
        of the Company or any successor corporation, whether by virtue of any
        constitution, statute or rule of law, or by the enforcement of any assessment
        or
        penalty or otherwise, all such liability being by the acceptance hereof and
        as
        part of the consideration for the issue hereof, expressly waived and
        released.

       

      13.
          Severability.  
        In case
        any provision of this Debenture is held by a court of competent jurisdiction
        to
        be excessive in scope or otherwise invalid or unenforceable, such provision
        shall be adjusted rather than voided, if possible, so that it is enforceable
        to
        the maximum extent possible, and the validity and enforceability of the
        remaining provisions of this Debenture will not in any way be affected or
        impaired thereby.

       

      14.
          Entire
        Agreement .
        This
        Debenture, the Purchase Agreement, the Security Agreement and the agreements
        referred to in this Debenture constitute the full and entire understanding
        and
        agreement between the Company and the Holder with respect to the subject
        hereof.
        Neither this Debenture nor any term hereof may be amended, waived, discharged
        or
        terminated other than by a written instrument signed by the Company and the
        Holder.

       

      15.
          Governing
        Law.  
        This
        Debenture shall be governed by and construed in accordance with the laws
        of New
        York applicable to contracts made and wholly to be performed within the State
        of
        New York and shall be binding upon the successors and assigns of each party
        hereto. The Holder and the Company hereby mutually waive trial by jury and
        consent to exclusive jurisdiction and venue in the courts of the State of
        New
        York. At Holder's election, any dispute between the parties may be arbitrated
        rather than litigated in the courts, before the American Arbitration Association
        in New York City and pursuant to its rules. Upon demand made by the Holder
        to
        the Company, the Company agrees to submit to and participate in such
        arbitration. This Agreement may be executed in counterparts, and the facsimile
        transmission of an executed counterpart to this Agreement shall be effective
        as
        an original.

      
         

        
          
            
            

          

          
            9

            
              

            

          

          
            
            

          

           

        

      

      16.
        Miscellaneous .

       

      (a)
          Notice
        of Certain Events
        . In the
        case of the occurrence of a Reorganization described in Section 7 of this
        Debenture, the Company shall cause to be mailed to the Holder of this Debenture
        at its last address as it appears in the Company's security registry, at
        least
        twenty (20) days prior to the applicable record, effective or expiration
        date
        hereinafter specified (or, if such twenty (20) days' notice is not possible,
        at
        the earliest possible date prior to any such record, effective or expiration
        date), a notice thereof, including, if applicable, a statement of the date
        on
        which such Reorganization is expected to become effective, and the date as
        of
        which it is expected that holders of record of the shares will be entitled
        to
        exchange their shares for securities, cash or other property deliverable
        upon
        such Reorganization.

       

      (b)
          Transmittal
        of Notices
        . Except
        as may be otherwise provided herein, any notice or other communication or
        delivery required or permitted hereunder shall be in writing and shall be
        delivered personally, or sent by telecopier machine or by a nationally
        recognized overnight courier service, and shall be deemed given when so
        delivered personally, or by telecopier machine or overnight courier service
        as
        follows:

       

      
        	
                (1)

              	
                If
                  to the Holder, to:

              
	
                 

              	 
	 	
                Regent
                  Private Capital, LLC

              
	 	
                152
                  West 57 th Street, 9 th Floor

              
	 	
                New
                  York, New York 10019

              
	 	
                Telephone:
                  212-792-5304

              
	 	
                Facsimile:
                  646-278-9699

              
	
                 

              	 
	
                 

              	
                With
                  a copy to: 

              
	
                 

              	 
	 	
                Kenneth
                  E. Dornblaser, Esq.

              
	 	
                Johnson,
                  Jones, Dornblaser, Coffman & Shorb

              
	 	
                15
                  W. Sixth Street, Suite 2200

              
	 	
                Tulsa,
                  Oklahoma 74119

              
	 	
                Telephone:
                  918-584-6644

              
	 	
                Facsimile:
                  918-584-6645

              
	
                 

              	 
	
                (2)

              	
                If
                  to the Holder, to:

              
	
                 

              	 
	 	
                Vycor
                  Medical, Inc.

              
	 	
                80
                  Orville Drive, Suite 100

              
	 	
                Bohemia,
                  New York 11716

              
	 	
                Telephone:
                  631-244-1435

              
	 	
                Facsimile:
                  631-244-1436

              


      

      
         

        
          
            
            

          

          
            10

            
              

            

          

          
            
            

          

        

      

       

      
        	
                With
                  a copy to:

              
	
                 

              
	
                Benjamin
                  A. Tan Esq.

              
	
                Sichenzia
                  Ross Friedman Ference LLP

              
	
                61
                  Broadway, 32nd Floor

              
	
                New
                  York, NY 10006

              
	
                Phone
                  212-930-9700

              
	
                Fax
                  212-930-9725

              


      

      


      Each
        of
        the Holder or the Company may change the foregoing address by notice given
        pursuant to this Section 16(b).

       

      (c)
        Attorneys'
        Fees.
        Should
        any party hereto employ an attorney for the purpose of enforcing or construing
        this Debenture, or any judgment based on this Debenture, in any legal proceeding
        whatsoever, including insolvency, bankruptcy, arbitration, declaratory relief
        or
        other litigation, the prevailing party shall be entitled to receive from
        the
        other party or parties thereto reimbursement for all reasonable attorneys'
        fees
        and all reasonable costs, including but not limited to service of process,
        filing fees, court and court reporter costs, investigative costs, expert
        witness
        fees, and the cost of any bonds, whether taxable or not, and that such
        reimbursement shall be included in any judgment or final order issued in
        that
        proceeding. The "prevailing party" means the party determined by the court
        to
        most nearly prevail and not necessarily the one in whose favor a judgment
        is
        rendered.

       

      IN
        WITNESS WHEREOF, the Company has caused this instrument to be duly executed
        by
        an officer thereunto duly authorized.

      


      Dated:
        ______________ , 2008

       

      
        	
                VYCOR
                  MEDICAL, INC.

              
	
                 

              
	
                By:

              	 
	
                Name:
                  

              	 
	
                Title:

              	 


      

       

      
        
          
            
            

          

          
            11

            
              

            

          

          
            
            

          

           

        

      

      EXHIBIT
        I

      NOTICE
        OF CONVERSION

       

      (To
        be
        executed by the Registered Holder in order to Convert the
        Debenture)

       

      The
        undersigned hereby irrevocably elects to convert $_________   of the above
        Debenture No. _________   into shares of common stock of Vycor Medical,
        Inc. according to the conditions set forth in such Debenture, as of the date
        written below. If shares are to be issued in the name of a person other than
        the
        undersigned, the undersigned will pay all transfer and other taxes and charges
        payable with respect thereto.

      


      Date
        of
        Conversion

       

      _________________

       

      Applicable
        Conversion Price

       

      _________________

       

      Signature

      


      __________________________________

       

      [Print
        Name of Holder and Title of Signer]

      


      Address:

      


      __________________________________

      


      __________________________________

       

      SSN
        or
        EIN:

      Shares
        are to be registered in the following name:

      


      
        	
                Name:

              	 
	
                Address:

              	 
	
                Tel:

              	 
	
                Fax:

              	 
	
                SSN
                  or EIN:

              	 


      

       

      Shares
        are to be sent or delivered to the following account:

      


      Account
        Name:

      Address:

       

      
        
          
            
            

          

          
            12

            
              

            

          

          
            
            

          

        

         

      

      EXHIBIT
        B

       

      FORM
        OF SECURITY AGREEMENT

      
         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

         

      

      SECURITY
        AGREEMENT

       

      For
        valuable consideration, the receipt and sufficiency of which are acknowledged,
        VYCOR
        MEDICAL, INC.,
        ("Pledgor"), enters into this Security Agreement ("Agreement") and grants
        to
REGENT
        PRIVATE CAPITAL, LLC
        ("Secured Party") a security interest in the Collateral to secure the
        Obligations of Pledgor to Secured Party. Pledgor agrees with Secured Party
        as
        follows:

       

      ARTICLE
        I - SECURITY
        INTEREST

       

      1.01
          Pledge
        of Collateral
        .
        Pledgor grants to Secured Party a security interest in, and agrees and
        acknowledges that Secured Party has and shall continue to have a security
        interest in, the following described property, to-wit:

       

      All
        inventory of Pledgor, now owned, and all accessories, parts and equipment
        now or
        hereafter attached thereto or used in connection therewith;

       

      All
        accounts of Pledgor, including contract rights and accounts receivable, now
        existing or hereafter arising;

       

      All
        general intangibles of Pledgor, now existing or hereafter arising;

       

      All
        instruments, documents of title, policies and certificates of insurance,
        securities, chattel paper, deposits, cash or other property owned by Pledgor
        or
        in which Pledgor has an interest which are now or may hereafter be in possession
        of Secured Party;

       

      All
        equipment of Pledgor, now owned;

       

      All
        proceeds and products of the foregoing; and

       

      All
        inventory, accounts, general intangibles, equipment, chattel paper, securities
        and instruments acquired with the proceeds of the foregoing and products
        of the
        foregoing.

       

      (collectively
        the "Collateral"). Pledgor agrees to execute all stock powers, endorse
        instruments, or execute additional pledge agreements or other documents required
        by the Secured Party in order to effectively grant to Secured Party the security
        interest in the Collateral.

       

      1.02
          Obligations
        Secured
        . The
        Collateral secures the payment of all debts, obligations and liabilities
        of
        every kind and character of Pledgor now or hereafter existing in favor of
        Secured Party ("Obligations"), including, but not limited to, all amounts
        that
        may be outstanding with respect to two essentially identical Convertible
        Debentures, each in the original principal amount of $500,000 issued or to
        be
        issued by Pledgor to Secured Party (the "Debentures"), and all Pledgor's
        representations, warranties, covenants and obligations set forth in that
        certain
        Debenture Purchase Agreement of even date herewith between Pledgor and Secured
        Party ("Purchase Agreement").

      
         

        
          
            
            

          

          
            1

            
              

            

          

          
            
            

          

        

         

      

      ARTICLE
        II - WARRANTIES
        AND COVENANTS OF PLEDGOR

       

      Pledgor
        warrants, covenants and agrees that:

       

      2.01
          Title
        to Collateral
        .
        Pledgor is the owner of the Collateral, free of any adverse claim, security
        interest, restriction or encumbrance, except for the security interest granted
        hereby and as set forth in Section 2.02 below. Pledgor will defend the
        Collateral against all claims and demands of all persons at any time claiming
        the same or any interest therein.

       

      2.02
          Priority;
        Security
        . The
        security interest in the Collateral shall be senior to all other obligations
        of
        the Pledgor other than obligations specifically approved by Secured Party;
        provided that the security interest in the Collateral evidenced by this
        Agreement shall be of equal priority for all purposes with that certain Bridge
        Loan Debenture dated December 14, 2006 (as amended, to extend the maturity
        date
        thereof), in the original principal amount of $172,500 held by Fountainhead
        Capital Partners Limited.

       

      2.03
          Filings .
        Pledgor
        authorizes the Secured Party to file, in jurisdictions where this authorization
        will be given effect, a Financing Statement signed only by the Secured Party
        covering the Collateral; and at the request of Secured Party, Pledgor will
        join
        the Secured Party in executing one or more Financing Statements pursuant
        to the
        Uniform Commercial Code, in form satisfactory to the Secured Party, and will
        pay
        the cost of filing the same or filing or recording this Agreement in all
        public
        offices wherever filing or recording is reasonably necessary or desirable.
        .

       

      2.04
          Conveyance
        of Collateral
        .
        Pledgor will not sell or offer to sell or otherwise transfer or encumber
        the
        Collateral or any interest therein without the prior written consent of the
        Secured Party.

       

      2.05
          Encumbrances
        .
        Pledgor will keep the Collateral free from any and all adverse liens, security
        interest and encumbrances.

       

      2.06
          Expenses
        .
        Pledgor will pay to Secured Party all reasonable expenses including attorneys'
        fees and legal expenses, incurred or paid by Secured Party in exercising
        or
        protecting its interest in the Collateral, and its rights and remedies under
        this Agreement. Pledgor agrees to pay interest on preservation and collection
        expenses incurred by Secured Party at the maximum rate permitted by applicable
        law from the date of incurrence by Secured Party until the date paid by
        Pledgor.

       

      2.07
          Representations
        as to Pledgor
        . The
        execution, delivery and performance of this Agreement and the consummation
        of
        the transactions contemplated herein will not conflict with or cause a material
        breach of any agreement, indebtedness, indenture or other instrument to which
        Pledgor is a party. There are no actions, suits or proceedings pending or
        threatened against Pledgor which, if adversely decided, would have a material
        adverse effect upon Pledgor.

       

      ARTICLE
        III - GENERAL
        COVENANTS

       

      3.01
        Effect
        of Other Action
        . The
        security interest granted in this Agreement shall in no way be affected by
        any
        indulgence(s), extension(s), change(s) in the form, evidence, maturity, rate,
        amount or interest or otherwise of any of the Obligations secured hereby,
        nor
        shall any release of, or failure to perfect the security interest or lien
        in,
        any security for or of any of the parties liable for the payment of any of
        the
        Obligations, in any manner affect or impair this pledge, and the same shall
        continue in full force and effect in accordance with the terms until all
        of the
        Obligations have been paid to Secured Party.

      
         

        
          
            
            

          

          
            2

            
              

            

          

          
            
            

          

        

         

      

      3.02
        Other
        Properties
        . Any
        and all securities and other properties of Pledgor heretofore, now or hereafter
        delivered to Secured Party, or in Secured Patty's possession, shall also
        secure
        all of the Obligations and shall be held and construed to be a part of the
        Collateral to the same extent as if fully described in this
        Agreement.

       

      ARTICLE
        IV - EVENTS
        OF DEFAULT

       

      It
        shall
        constitute an Event of Default under this Agreement upon the happening of
        any of
        the following events or conditions:

       

      4.01
          Payment
        of Obligations
        .
        Default in the payment or performance of any liability or obligation of Pledgor
        to Secured Party, including not by way of limitation default in the payment
        of
        any of the Obligations when due, a default under the Debentures, or a default
        under the Purchase Agreement.

       

      4.02
          Execution
        . The
        levy of any attachment, execution, garnishment or other process against Pledgor
        or any of the Collateral in connection with any tax lien, debt, judgment,
        assessment or obligation of Pledgor.

       

      4.03
          Termination;
        Insolvency
        .
        Dissolution, termination of existence, insolvency or business failure of
        Pledgor
        or the initiation of any bankruptcy proceeding by, or the appointment of
        a
        receiver or other legal representative for any part of the property of Pledgor,
        or assignment for the benefit of creditors by Pledgor.

       

      4.04
          Other
        Covenants
        .
        Default in the performance of any covenant or agreement of Pledgor to Secured
        Party whether under this Agreement or otherwise, or if any warranty or covenant
        in Article II or Article III of this Agreement is or shall become untrue
        in any
        material respect, or Pledgor fails to comply therewith in any material
        manner.

       

      4.05
          Other
        Obligations
        . The
        occurrence of any event which under the terms of any evidence of indebtedness,
        indenture, loan agreement, security agreement or similar instrument permits
        the
        acceleration of maturity of any Obligations of Pledgor to Secured
        Party.

       

      ARTICLE
        V - REMEDIES

       

      5.01
        Sale
        . In the
        event of the default in the payment or performance of any of the Obligations
        when due, or upon the happening of any of the Events of Default specified
        in
        this Agreement, and at any time thereafter, at the option of the Secured
        Party,
        any and all of the Obligations shall become due and payable and the Secured
        Party shall have and may exercise with reference to the Collateral any and
        all
        of the rights and remedies of a Secured Party under the Uniform Commercial
        Code
        then in effect in the State of New York and as otherwise granted in this
        Agreement or under any other applicable law or under any other loan document
        or
        agreement executed by Pledgor, (all of which rights and remedies shall be
        cumulative), including without limitation the right and power to sell, at
        public
        or private sale(s), or otherwise dispose of or utilize the Collateral and
        any
        part(s) of the Collateral in any manner authorized or permitted under this
        Agreement or under the Uniform Commercial Code after default under this
        Agreement, and to apply the proceeds thereof toward payment of any costs,
        attorneys' fees and legal expenses incurred by the Secured Party and toward
        payment of the Obligations. Except as expressly provided herein, and to the
        extent permitted by law, Pledgor waives any notice of sale or other disposition
        of the Collateral and any other rights or remedies of Pledgor or formalities
        prescribed by law relative to sale or disposition of the Collateral or exercise
        of any other right or remedy of Secured Party existing after default under
        this
        Agreement; and to the extent any notice is required and cannot be waived,
        Pledgor agrees that if such notice is mailed, postage prepaid, to Pledgor
        at the
        address of Pledgor according to the records of Secured Party at least 5 days
        before the time of the sale or disposition, the notice shall be deemed
        reasonable and shall fully satisfy any requirement for giving of
        notice.

      
         

        
          
            
            

          

          
            3

            
              

            

          

          
            
            

          

        

         

      

      5.02
        Pledgor's
        Compliance with Laws
        .
        Pledgor agrees to cooperate fully with Secured Party in order to permit Secured
        Party to sell, at foreclosure or other private sale, the
        Collateral.

       

      ARTICLE

        VI - MISCELLANEOUS

       

      6.01
          Demand,
        Compromise
        .
        Secured Party may, at its option, when the Obligations become due, demand,
        sue
        for, collect or make any compromise or settlement it deems desirable with
        reference to the Collateral. The Secured Party shall not be obligated to
        take
        any steps necessary to preserve any rights in the Collateral against prior
        parties, which Pledgor hereby is assumed to do.

       

      6.02
          No
        Implied Waiver
        . No
        delay or omission on the part of Secured Party in exercising any rights shall
        operate as a waiver of any right. A waiver on any one or more occasions shall
        not be construed as a bar to or waiver of any right or remedy on any future
        occasion.

       

      6.03
          Usury
        . It is
        the intention of the Pledgor and Secured Party to comply with applicable
        usury
        law. It is agreed that notwithstanding any provision to the contrary in this
        Agreement, or in any of the documents evidencing the Obligations or otherwise
        relating thereto, no provision shall require the payment or permit the
        collection of interest in excess of the maximum amount permitted by controlling
        usury laws.

       

      6.04
          Successors
        and Assigns
        . All
        rights of Secured Party hereunder shall inure to the benefit of its successors
        and assigns; and all obligations of Pledgor shall bind its successors and
        assigns.

       

      6.05
          Remedies
        Cumulative
        . The
        rights and remedies of Secured Party hereunder are cumulative, and the exercise
        of any one or more of the remedies provided in this Agreement shall not be
        construed as a waiver of any of the other remedies of Secured
        Party.

       

      6.06
          Termination
        . The
        security interest granted to Secured Party by this Agreement and all the
        terms
        and provisions of this Agreement shall be deemed a continuing security interest
        and shall continue in full force and effect, and all the terms and provisions
        of
        this Agreement shall remain effective among the parties, until (i) complete
        payment and satisfaction by Pledgor of all of the Obligations and (ii) the
        written release of the security interest created by this Agreement by Secured
        Party.

       

      6.7
          Other
        Agreements
        . This
        Security Agreement and the security interest granted in this Agreement are
        in
        addition to, and not in substitution, novation or discharge of, any and all
        prior or contemporaneous security agreements and security interests in favor
        of
        Secured Party or assigned to Secured Party by others. All rights, powers
        and
        remedies of Secured Party in all security agreements are
        cumulative.

       

      6.08
          Interpretation
        . Any
        provision of this Agreement found to be invalid under the laws of the State
        of
        Oklahoma, or any other state having jurisdiction or other applicable law,
        shall
        be invalid only with respect to the offending provision.

      
         

        
          
            
            

          

          
            4

            
              

            

          

          
            
            

          

        

         

      

      6.09
          Governing
        Law; Terms
        . This
        Agreement shall be governed by and construed in accordance with the laws
        of the
        State of New York. Unless otherwise defined herein, terms defined in Article
        9
        of the Uniform Commercial Code in the State of New York are used herein as
        therein defined.

       

      6.10
          General
        Rules of Construction
        . The
        parties have participated jointly in negotiating and drafting this Agreement.
        If
        a question concerning intent or interpretations arises, no presumption or
        burden
        of proof shall arise favoring or disfavoring any party by virtue of
        authorship.

       

      6.11
          Captions
        .
        Captions in this Agreement are solely for the purposes of identification
        and
        shall not in any manner alter or vary the interpretation or construction
        of this
        Agreement.

       

      AGREED
        AND EXECUTED effective February ____, 2008.

       

      
        	
                PLEDGOR:

              
	
                 

              
	
                VYCOR
                  MEDICAL, INC.

              
	
                 

              
	
                By:

              	 
	
                Name:
                  

              	 
	
                Title:

              	 


      

       

      
        	
                SECURED
                  PARTY:

              
	 
	
                REGENT
                  PRIVATE CAPITAL, LLC

              


      

       

      
        	
                By:

              	 
	
                Name:
                  Lawrence Field

              
	
                Title:
                  Managing Director

              


      

      
         

        
          
            
            

          

          
            5

            
              

            

          

          
            
            

          

        

         

      

      EXHIBIT
        C

       

      DISCLOSURE
        SCHEDULE

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      DISCLOSURE
        SCHEDULE

      


      Section
        1.2

       

      Below
        is
        a list of outstanding loans (applicable interest) that is authorized and
        scheduled for repayment out of proceeds from the issuance the
        Debentures

      

        
          	
                  Lender/Payee

                	
                     

                	
                  Principal Payable (excluding

                  interest)

                	
                    

                	
                  Date of Payment

                	
                   

                
	
                  Fountainhead
                    Capital Partners

                	
                   

                	
                  $

                	
                  172,000

                	
                   

                	
                  February,
                    2009

                	
                   

                
	
                  Optimus
                    Services

                	
                   

                	
                  $

                	
                  50,000

                	
                   

                	
                  April 30, 2008 (proposed date)

                	
                   

                
	
                  Optimus
                    Services

                	
                   

                	
                  $

                	
                  50,00

                	
                   

                	
                  June
                    30, 2008 (proposed date)

                	
                   

                
	
                  GC
                    Advisors

                	 	
                  $

                	
                  17,000

                	 	
                  June
                    30, 2008

                	 


        

         

      

      Attached
        is a list of accounts payable, all of which are reflected in the attached
        budgets for 2008 and 2009, which will be paid during the period of
        February-June, 2008 as approved for payment as and when they come
        due.

       

      
        	
                 

              	 	
                Payee

              	 	
                Amount

              	 
	
                February,
                  2008

              	 	CT
                Corp.	 	
                $

              	
                1,122.00

              	 
	
                  
                  

              	 	Hunton	 	
                $

              	
                9,697.90

              	 
	
                
                   

                

              	 	MediMark
                	 	
                $

              	
                1,750.00

              	 
	
                
                   

                

              	 	Online
                Ontime 	 	
                $

              	
                848.45

              	 
	
                
                   

                

              	 	Robinson Brog
                	 	
                $

              	
                5,000.00

              	 
	
                
                   

                

              	 	Lacey
                	 	
                $

              	
                35,000.00

              	 
	 	 	TUV
                	 	
                $

              	
                700.00

              	 
	
                 
                  

              	 	Lazer Aptheker
                	 	
                $

              	
                800.00

              	 
	
                  


              	 	 
                	 	 	
                   
                   

              	 
	
                March,
                  2008

              	 	Lacey	 	
                $

              	
                39,000,00

              	 
	
                 
                  

              	 	Robinson Brog
                	 	
                $

              	
                5,000.00

              	 
	
                 
                  

              	 	TUV
                	 	
                $

              	
                5,000.00

              	 
	
                 

              	 	Intertek	 	
                $

              	
                1,019.08

              	 
	
                 
                  

              	 	 	
                
                

              	 	 	
                
                

              	 
	
                April,
                  2008

              	 	Lacey	 	
                $

              	
                43,000.00

              	 
	
                 
                  

              	 	Robinson
                Brog 	 	
                $

              	
                5,000.00

              	 
	
                 

              	 	TUV
                	 	
                $

              	
                1,011.91

              	 
	
                   
                  

              	 	Lazer Aptheker
                	 	
                $

              	
                167.32

              	 
	
                 

              	 	 	
                
                

              	 	 	
                
                

              	 
	
                May,
                  2008

              	 	Lacey	 	
                $

              	
                41,500.00

              	 
	
                 

              	 	Robinson
                Brog 	 	
                $

              	
                3,500.00

              	 
	
                  
                  

              	 	 	
                
                

              	 	 	
                  
                  

              	 
	
                June,
                  2008

              	 	Lacey	 	
                $

              	
                41,500.00

              	 
	
                 

              	 	Robinson
                Brog	 	
                $

              	
                2,500.00

              	 


      

       

      
        
          
            
            

          

          
            1

            
              

            

          

          
            
            

          

        

         

      

      The
        attached 2008 and 2009 monthly budget forecasts (which are identical to the
        2008
        and 2009 budgets previously provided and approved by Regent) are also hereby
        approved and any payments thereunder authorized.

       

      Section
        2.5(c)/Section 2.9

       

      Below
        is
        a list of outstanding options, warrants, rights (including conversion or
        preemptive rights) or agreements for the purchase or acquisition from the
        Company of its securities, none of which has any anti-dilution rights or
        if
        there were, such rights have been waived in writing, and all obligations
        arising
        under such agreements will be subordinate to the obligations owed to Regent
        under this Agreement, in the event of a default hereunder or under the Debenture
        or Security Agreement:

      


      
        	
              	(i)	
                The
                  outstanding Bridge Loan Debenture dated December 14, 2006 in the
                  original
                  principal amount of $172,500 with Fountainhead Capital Partners
                  ("FCP"),
                  may be converted into approximately 1,876,300 shares of common
                  stock.

              


      

      


      
        	
              	(ii)	
                The
                  Warrant to Purchase 50.22 Membership Units of the Company (now
                  805,931
                  shares of the Company's common stock) dated December 15, 2006 at
                  $.0975
                  per share.

              


      

      


      
        	
              	(iii)	
                The
                  investment opportunity granted under the Option Agreement with
                  FCP dated
                  December 14, 2006 granting an option to invest up to $1,850,000
                  within 3
                  years from December 14, 2006 in exchange for up to 5,182,012 shares
                  of
                  common stock and warrants to convert to 2,870,315 shares of common
                  stock.

              


      

      


      
        	
              	(iv)	
                Dr.
                  Ezriel E. Kornel entered into a consulting agreement w ith Company
                  on
                  January 10, 2006. Pursuant to the consulting agreement, in consideration
                  for acting as our consultant, Dr. Kornel received options to acquire
                  240,720 shares of the Company's common stock at a price of $.25
                  per share.
                  The term of the agreement is for three
                  years.

              


      

      


      
        	
              	(v)	
                Dr.
                  David Langer entered into an amended and restated consulting agreement
                  with the Company on December 11, 2006. Pursuant to the agreement,
                  Dr.
                  Langer agreed to provide us certain consulting services, which
                  include the
                  role of our Chief Medical Advisor, assistance in the analysis,
                  preparation, submission, publication and presentation of scientific
                  data
                  in relation to our research efforts ands ales and marketing efforts.
                  In
                  consideration of such consulting services, Dr. Langer received
                  options to
                  acquire 320,960 shares of the Company's common stock at a price
                  of $.25
                  per share. The agreement will terminate April 15,
                  2009.

              


      

       

      
        
          
            
            

          

          
            2

            
              

            

          

          
            
            

          

           

        

      

      
        	
              	(vi)	
                Dr.
                  Donald O'Rourke entered into a consulting agreement with the Company
                  on
                  January 18, 2008. Pursuant to the consulting agreement, Dr. O'Rourke
                  shall
                  provide consulting or advisory services on an as needed basis,
                  to guide us
                  in making important strategic decisions and to evaluate our strategic
                  plans and decisions, research and/or development activities and
                  results,
                  competitive positions and/or other scientific and/or technical
                  issues. In
                  consideration for providing such services, Dr. Or'Rourke was granted
                  an
                  option to purchase 50,000 shares of the Company's common stock
                  at $.50 per
                  share.

              


      

      


      
        	
              	(vii)	
                GC
                  Advisors LLC is the holder of two warrants to purchase 192,576
                  shares of
                  common stock of the Company each for an purchase price of $.135
                  per share.
                  One warrant expires on January 9, 2009 and the other on January
                  9,
                  210.

              


      

      


      
        	
              	(viii)	
                George
                  Kivotidis is a holder of a warrant to purchase up to 4,000 shares
                  of the
                  Company's common stock at $.50 per share. The warrant is valid
                  from
                  November 6, 2007 for a period of three
                  years.

              


      

      


      
        	
              	(ix)	
                Martin
                  Magida is a holder of a warrant to purchase up to 160,480 shares
                  of the
                  Company's common stock at $.24 per share. The warrant is valid
                  from
                  September 1, 2007 for a period of five
                  years.

              


      

      


      
        	
              	(x)	
                Bob
                  Guinta is a holder of a warrant to purchase up to 160,480 shares
                  of the
                  Company's common stock at $.24 per share. The warrant is valid
                  from
                  September 1, 2007 for a period of five
                  years.

              


      

      


      
        	
              	(xi)	
                Each
                  of Kenneth Coviello and Heather Jensen entered into a stock option
                  agreement with the Company dated February 15, 2008. Pursuant to
                  the said
                  stock option agreements, each of Kenneth Coviello and Heather Jensen
                  was
                  granted an option to purchase 500,000 shares of common stock of
                  the
                  Company at an exercise price of $.135 per share. The option shall
                  vest 33
                  1/3% on each of the first, second and third anniversary of the
                  grant and
                  shall expire February 12, 2018.

              


      

      


      
        	
              	(xii)	
                Guaranty
                  dated November 17, 2005 between The Sawmill Trust and Heather Jensen
                  as
                  Guarantors and Kenneth Coviello, as Beneficiary, guaranteeing an
                  advance
                  of $30,000.

              


      

      


      
        	
              	(xiii)	
                Guaranty
                  dated November 17, 2005 between the Sawmill Trust and Heather Jensen
                  as
                  Guarantors and Kenneth Coviello, as Beneficiary, guaranteeing an
                  advance
                  of $14,000.

              


      

      


      Section
        2.10

       

      Please
        refer to the disclosures for Section 1.2, which is incorporated in its entirety
        herein.

      
         

        
          
            
            

          

          
            3

            
              

            

          

          
            
            

          

        

         

      

      Section
        2.12

      


      Below
        is
        a list of the Company's patents, trademarks, copyrights and domain names
        and
        pending patent, trademark and copyright applications.

       

      Patent
        Applications

      


      
        	
                Filing date

              	
                 

              	
                Application No.

              	
                 

              	
                Country

              	
                 

              	
                Title

              	
                 

              	
                Status

              
	
                22-Jun-2005

              	
                 

              	
                60/692,959

              	
                 

              	
                US -
                  provisional

              	
                 

              	
                Surgical
                  Access Instruments For Use With Spinal Or Orthopedic Surgery
                  (Cervical)

              	
                 

              	
                Converted
                  to PCT

              
	
                22-Jun-2006

              	
                 

              	
                PCT/US06/
                  24243

              	
                 

              	
                PCT

              	
                 

              	
                Surgical
                  Access Instruments For Use With Spinal Or Orthopedic Surgery
                  (Cervical)

              	
                 

              	
                Entered
                  National Phase

              
	
                22-Jun-2005

              	
                 

              	
                11/155,175

              	
                 

              	
                US
                  -
                  utility

              	
                 

              	
                Surgical
                  Access Instruments for use with Delicate Tissues (Brain)

              	
                 

              	
                Pending

              
	
                27-Nov-2006

              	
                 

              	
                PCT/US06/
                  61246

              	
                 

              	
                PCT

              	
                 

              	
                Surgical
                  Access Instruments for use with Delicate Tissues (Brain)

              	
                 

              	
                Pending
                  -National Phase Entry on May 27, 2009

              
	
                22-Jun-2006

              	
                 

              	
                 

              	
                 

              	
                Canada

              	
                 

              	
                Surgical
                  Access Instruments for use with spinal or orthopedic surgery
                  .

              	
                 

              	
                Pending

              
	
                22-Jun-2006

              	
                 

              	
                06785312.7

              	
                 

              	
                Europe

              	
                 

              	
                Surgical
                  Access Instruments for use with spinal or orthopedic
                  surgery

              	
                 

              	
                Pending

              
	
                22-Jun-2006

              	
                 

              	
                 

              	
                 

              	
                India

              	
                 

              	
                Surgical
                  Access Instruments for use with spinal or orthopedic
                  surgery

              	
                 

              	
                Pending

              
	
                22-Jun-2006

              	
                 

              	
                 

              	
                 

              	
                Israel

              	
                 

              	
                Surgical
                  Access Instruments for use with spinal or orthopedic
                  surgery

              	
                 

              	
                Pending

              
	
                22-Jun-2006

              	
                 

              	
                 

              	
                 

              	
                Japan

              	
                 

              	
                Surgical
                  Access Instruments for use with spinal or orthopedic
                  surgery.

              	
                 

              	
                Pending

              
	
                20-Dec-2007

              	
                 

              	
                11/993,280

              	
                 

              	
                US

              	
                 

              	
                Surgical
                  Access Instruments for use with spinal or orthopedic
                  surgery

              	
                 

              	
                Pending

              


      

       

      Trademarks

       

      VYCOR
        MEDICAL and VYCOR SAFESITE are both pending with the USPTO. Before they are
        registered a Statement of Use needs to be filed.

       

      Section
        2.17

       

      The
        Company has entered into the broker agreements listed below. All potential
        payments due under the listed broker agreements have been included in the
        2008
        and/or 2009 budgets attached hereto:

      
         

        
          
            
            

          

          
            4

            
              

            

          

          
            
            

          

        

         

      

      GC
        Advisors, LLC dated July 6, 2006, as amended and restated on September 20,
        2006
        and on November 27, 2006, which was terminated by email correspondence dated
        January 25,2008.

      


      Fee
        Agreement with GC Advisors, LLC (d/b/a Oak Street Advisors and RES Holding
        dated
        November 16, 2006.

      


      Engagement
        Letter with Murphy and Durieu dated September 11, 2007, which has been settled
        and released pursuant to a Settlement and Release of Claims dated November
        12,
        2007.

      


      Financial
        Advisory Agreement with the Concordia Financial Group dated January 18,
        2008.

      


      Section
        2.20

      


      D&O
        Policy for Company with Philadelphia Insurance Companies, with a policy period
        from 6/5/07 to 6/5/08, policy no. PHS246271.

      
         

        
          
            
            

          

          
            5

            
              

            

          

          
            
            

          

           

        

      

    

      

     

    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      
  

    

    
       

      
         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

         

      

        

      
         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

          

      

    

    
       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      
 

    

    EXHIBIT
      D

     

    FORM
      OF ASS IGNMENT OF RIGHTS

    
       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

    

    Assignment
      of Rights

    Under
      Warrant and

    Under
      Option Agreement

     

    This
      Assignment ("Assignment") is made and entered into by and among Fountainhead
      Capital Partners Limited
      ("Assignor") and Regent
      Private Capital, LLC
      ("Assignee"), and, solely for the purpose of evidencing its consent to the
      assignments provided below, Vycor
      Medical, Inc.
      ("Vycor")

     

    WHEREAS,
      Assignor is a party to (i) an Option Agreement with Vycor Medical, LLC, the
      predecessor in interest to Vycor, dated December 14, 2006 ("Option Agreement"),
      and (ii) a Warrant to Purchase Membership Units of Vycor Medical, LLC dated
      December 15, 2006 ("Warrant"), and

     

    WHEREAS,
      in accordance with the agreement of Assignee to provide certain additional
      funds
      to Vycor pursuant to a Convertible Debenture Purchase Agreement ("Purchase
      Agreement") dated of even date herewith by and between Assignee and Vycor,
      one
      of the conditions to the closing of the funding contemplated thereby is the
      assignment by Assignor to Assignee of the contractual rights more fully
      described herein, and

     

    WHEREAS,
      as a current investor in Vycor, Assignor will receive substantial benefit from
      the provision of additional funds by Assignee pursuant to the Purchase
      Agreement, and Assignor desires to convey to Assignee the contractual rights
      described herein;

     

    NOW,
      THEREFORE, for and in consideration of the mutual covenants contained herein,
      and other valuable consideration, the receipt and sufficiency of which is hereby
      acknowledged and confessed, Assignor and Assignee hereby agree as
      follows:

     

    1.
      Assignment
      .
      Effective as of the date hereof, Assignor hereby assigns and transfers to
      Assignee, and Assignee hereby acquires from Assignor, an undivided fifty percent
      (50%) interest in Assignor's right, title and interest in and to the Option
      Agreement and the Warrant.

     

    By
      reason
      of this Assignment, Assignor is assigning to Assignee the rights under the
      Warrant to acquire fifty-percent (50%) of the underlying securities issuable
      upon exercise of the Warrant (originally, 50.22 units of limited liability
      company interest, now adjusted to reflect 805,931 shares of common stock as
      a
      result of the conversion of Vycor from a limited liability company to a
      corporation).

     

    By
      reason
      of this Assignment, Assignor is assigning to Assignee an undivided fifty percent
      (50%) interest in its rights under the Option Agreement, pursuant to which
      Vycor
      has granted Assignor the rights to make future investments in Vycor in
      accordance with the terms thereof.

     

    Assignor
      represents and warrants to Assignee that, apart from Assignor's rights under
      the
      Bridge Loan Debenture dated December 14, 2006 (as amended, to extend the
      maturity date thereof) in the original principal amount of $172,500, Assignor
      and the Security Agreement between Vycor and Assignor dated December 14, 2006,
      has no other rights to acquire any rights or interests in Vycor other than
      as
      contemplated in the Option Agreement and Warrant.

     

    
      
        
          
          

        

        
          1

          
            

          

        

        
          
          

        

      

       

    

    2.
 
      Consent
      of Vycor
      . By its
      execution of this Agreement in the space indicated below, Vycor hereby consents
      to the assignment evidenced hereby.

     

    3.
 
      Substitute
      Documents
      . To
      avoid confusion in the future regarding the specific rights of Assignor and
      Assignee, Vycor further agrees to provide to each of Assignor and Assignee,
      upon
      proper transmittal by Assignor of the original Warrant and Option Agreement
      to
      Vycor, with separate Warrants and Option Agreements, containing the same terms
      and conditions, but otherwise reflecting the reduced (i.e. half) interest of
      each of Assignor and Assignee with respect to the rights that will be held
      by
      each subsequent to this Assignment.

     

    4.
 
      Further
      Actions
      .
      Assignor covenants and agrees to warrant and defend the sale, transfer,
      assignment, conveyance, grant and delivery of the portion of its interest in
      the
      Warrant and the Option Agreement evidenced hereby against all persons
      whomsoever, to take all steps reasonably necessary to establish the record
      of
      Assignee's interest therein and, at the request of Assignee or Vycor, to execute
      and deliver further instruments of transfer and assignment and take such other
      action as Assignee or Vycor may reasonably request to more effectively transfer
      and assign to and vest in Assignee the interests intended to be conveyed
      hereby.

     

    EXECUTED
      on this 15th day of February, 2008.

    


    Signatures
      and Consent Appear on Following Page

    
       

      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

       

    

    
      	
              ASSIGNOR

            
	
               

            
	
              Fountainhead
                Capital Partners Limited

            
	
               

            
	
              By:

            	
               
                

            
	
              Name: 

            	
               
                

            
	
              Title:

            	
              Director

            
	
               

            	
               

            
	
              By:

            	
                
                

            
	
              Name:

            	
               
                

            
	
              Title:

            	
              Director

            
	
               

            	
               

            
	
              ASSIGNEE:

            
	
               

            
	
              Regent
                Private Capital LLC

            
	
               

            
	
              By:

            	
               
                

            
	
              Name:

            	
              Lawrence
                Field

            
	
              Title:

            	
              Managing
                Director

            


    

     

     
      Any and all necessary consents to the assignment evidenced hereby are given
      as
      of the date set forth above. The undersigned officer has full authority and
      power to execute this Assignment on behalf of Vycor Medical, Inc.

     

    
      	
              VYCOR:

            
	
               

            
	
              Vycor
                Medical, Inc.

            
	
               

            
	
              By:

            	
               
                

            
	
              Name:

            	
               
                

            
	
              Title:

            	
               
                

            


    

    
       

      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

       

    

    EXHIBIT
      E

     

    FORM
      OF INTRACREDITOR CONFIRMATION AND AGREEMENT

    
       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

    

    INTRACREDITOR
      CONFIRMATION AND AGREEMENT

     

    THIS
      INTRACREDITOR CONFIRMATION AND AGREEMENT ("Confirmation") is made and effective
      this 15th day of February, 2008, by and between Fountainhead
      Capital Partners Limited
      ("Fountainhead") and Regent
      Private Capital, LLC
      ("Regent")

     

    WHEREAS,
      Fountainhead has previously made a certain investment of funds in Vycor Medical
      Inc. ("Vycor") as evidenced by (i) that certain Bridge Loan Debenture dated
      December 14, 2006 (as amended, to extend the maturity date thereof), in the
      original principal amount of $172,500 (" FCP
      Debenture
      "); (ii)
      that certain Warrant to Purchase 50.22 Membership Units of the Company (now
      805,931 shares of the Company's common stock) dated December 15, 2006 (the
      "
FCP
      Warrant
      "); and
      (iii) that certain Option Agreement with FCP dated December 14, 2006 ("
FCP
      Option
      ");
      and,

     

    WHEREAS,
      the FCP Debenture is secured by a security interest in certain collateral,
      in
      favor of Fountainhead created and granted by a Security Agreement between Vycor
      and Fountainhead dated December 14, 2006 ("Security Agreement"), and certain
      financing statements that may have been filed in connection therewith
      (collectively, with the Security Agreement, the "Security Documents");
      and

     

    WHEREAS,
      Fountainhead has agreed to make available to Vycor up to an additional $300,000,
      which amount will also be secured by the Security Agreement and the Security
      Documents; and,

     

    WHEREAS,
      Regent has now agreed, pursuant to the terms of a certain Convertible Debenture
      Purchase Agreement dated of even date herewith ("Purchase Agreement") to provide
      an additional $1,000,000 of funding to Vycor, to be evidenced by two essentially
      identical Convertible Debentures each in the original principal amount of
      $500,000 ("Regent Debentures"); and

     

    WHEREAS,
      to satisfy Regent's requirement that the Regent Debentures be secured by a
      first
      priority security interest in Vycor's assets, Fountainhead desires to confirm
      and evidence its agreement to subordinate the security interest in Vycor's
      assets from its existing first priority security interest, to a security
      interest equal to and pari passu with the security interest granted to Regent
      as
      a part of the transactions contemplated by the Purchase Agreement;
      and

     

    NOW,
      THEREFORE, in consideration of the premises, the parties hereby agree, confirm
      and certifies as follows:

     

    1.
 
      Liens
      of Fountainhead of Equal Priority with Regent Security Interest
      .
      Fountainhead hereby confirms that Fountainhead's security interests and liens
      in
      and upon the assets of Vycor granted pursuant to the Security Agreement or
      otherwise, are and shall hereafter be and remain of equal seniority and
      priority, and be treated for all purposes on a pari passu basis, with the
      security interests and liens in and upon the assets of Vycor granted to Regent
      pursuant to the transactions contemplated by the Purchase
      Agreement.

     

    2.
 
      Liens
      of Regent of Equal Priority with Fountainhead's Security
      Interest
      . Regent
      hereby confirms that Regent's security interests and liens in and upon the
      assets of Vycor granted pursuant to the Purchase Agreement, the Regent
      Debentures and the Security Agreement between Regent and Vycor dated of even
      date with the first issued Regent Debenture or otherwise, are and shall
      hereafter be and remain of equal seniority and priority, and be treated for
      all
      purposes on a pari passu basis, with the security interests and liens in and
      upon the assets of Vycor granted to Fountainhead pursuant to the Security
      Agreement and the transactions contemplated by the FCP Debenture.

     

    
      
        
          
          

        

        
          1

          
            

          

        

        
          
          

        

      

       

    

    3.
 
      Remedies
      .
      Notwithstanding the confirmation regarding the priorities provided herein,
      nothing herein shall be deemed to affect the rights of either Fountainhead
      or
      Regent under their respective agreements with Vycor as such rights may relate
      to
      their abilities to declare a default by Vycor or seek remedies against Vycor
      for
      such default; provided that in such event, either Fountainhead or Regent, as
      the
      case may be, shall notify the other, at the address indicated next to their
      respective signatures, and in the event either such party forecloses on any
      collateral of Vycor and/or sells, leases, transfers, or otherwise disposes
      of
      any such collateral, all proceeds thereof (net of all reasonable expenses
      incurred in connection with the marshalling and sale of such collateral) shall
      be shared equally between Fountainhead and Regent.

     

    4.
 
      Extent
      of Priorities
      . The
      priorities specified herein shall remain in full force and effect, regardless
      of
      whether either Fountainhead or Regent rescinds, amends, waives any provision
      of,
      terminates or reforms, by litigation or otherwise, any of the documents
      evidencing the respective advance of funds to Vycor. No delay or waiver on
      the
      part of either Fountainhead or Regent in exercising any right, power or
      privilege granted under any of their agreements with Vycor shall have any effect
      on the equal priorities specified herein.

     

    5.
 
      Amendment
      of Financing Statements
      . If
      requested by Regent, Fountainhead agrees to file amended financing statements
      in
      each jurisdiction where a current financing statement perfecting its security
      interest in Vycor's assets is currently filed, to reflect the equal priorities
      of this Agreement.

     

    6.
 
      Term
      . This
      Confirmation will be for a term beginning on the effective date hereof and
      continuing through the payment and performance in full of all of Vycor's
      obligations to each of Regent and Fountainhead.

     

    7.
 
      Amendment
      . This
      Confirmation shall not be amended except in writing by Fountainhead and
      Regent.

     

    8.
 
      Successors
      and Assigns
      . This
      Confirmation shall be binding the parties hereto and their respective successors
      and assigns.

     

    IN
      WITNESS WHEREOF, this Confirmation has been duly authorized and executed by
      each
      party as of the date first above written.

     

    Signatures
      on following page

    
       

      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

       

    

    
      	
              REGENT

            
	
               

            
	
              REGENT
                PRIVATE CAPITAL, LLC

            
	
               

            
	
              By:

            	
               
                

            
	
               

            	
              Lawrence
                Field, Managing Director

            


    

     

    
      	
              Address: 

            
	 
	
              152
                West 57 th
                Street, 9 th
                Floor

              New
                York, New York 10019

            


    

     

    
      	
              FOUNTAINHEAD

            
	
               

            
	
              FOUNTAINHEAD
                CAPITAL PARTNERS LIMITED

            
	
               

            
	
              By:

            	
               
                

            
	
              Name:

            	
               
                

            
	
              Title:

            	
              Director

            


    

     

    
      	
              By:

            	
               
                

            
	
              Name:

            	
               
                

            
	
              Title:

            	
              Director

            


    

     

    
      	
              Address: 

            	
              Portman
                House

              Hue
                Street, St. Helier

              Jersey
                JE4 5RP

            


    

     

    
       

      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

       

    

    EXHIBIT
      F

     

    FORM
      OF LO CKUP AGREEMENT

    
       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

    

    LOCK-UP
      AGREEMENT

     

    February
      ______ , 2008

    


    Regent
      Private Capital, LLC

    152
      West
      57 th
      Street,
      9 th
      Floor

    New
      York,
      New York 10019

    


    Ladies
      and Gentlemen:

     

    The
      undersigned understands that Regent Private Capital, LLC ("Regent") proposes
      to
      enter into a Convertible Debenture Purchase Agreement ("Purchase Agreement")
      with Vycor Medical, Inc. (the "Company") providing for the investment by Regent
      of $1,000,000 pursuant to two essentially identical $500,000 principal amount
      Convertible Debentures (the "Debentures").

     

    In
      consideration of the agreement by Regent to make the investment in the Company
      evidenced by the Debentures, and other good and valuable consideration, the
      receipt and sufficiency of which are hereby acknowledged, the undersigned agrees
      that he, she or it will not, directly or indirectly, sell, offer to sell,
      contract to sell, grant any option for the sale of, grant any security interest
      in, pledge, hypothecate, or otherwise sell or dispose of any of the common
      stock, or any options or warrants to purchase any common stock, or any
      securities convertible into or exchangeable for common stock, or any interest
      in
      such securities or rights, owned directly by the undersigned or with respect
      to
      which the undersigned has the power of disposition, in any such case whether
      now
      owned or hereafter acquired, other than (i) as a bona fide gift or gifts,
      provided that the undersigned provides prior written notice of such gift or
      gifts to Regent and the donee or donees thereof agree to be bound by the
      restrictions set forth herein, (ii) intra-family transfers or transfers for
      estate planning purposes, provided that the undersigned provides prior written
      notice of such transfer or bequest, and such transferee or beneficiary agrees
      to
      be bound by the terms hereof, (iii) in the sale or exchange of the undersigned's
      stock in connection with a merger of the Company with a third party, the sale
      of
      all or substantially all of the Company's assets to a third party or the sale
      or
      exchange of the undersigned's shares pursuant to a bona fide third party tender
      offer, any of which has been approved by Regent, (iv) with the prior written
      consent of Regent (which consent can be withheld in Regent's sole discretion),
      or (v) as otherwise allowed in accordance with the following
      schedule:

     

    


    
      	
              Period

            	 	
              Percent of Securities That May be Transferred

            	 
	
               

            	 	
               

            	 
	
              From
                Closing through the first anniversary of Closing

            	 	 	
              0

            	
              %

            
	
               

            	 	 	
            	 
	
              First
                anniversary of Closing to second anniversary of Closing

            	 	 	
              25

            	
              %

            
	
               

            	 	 	
            	 
	
              Second
                anniversary of Closing to third anniversary of Closing

            	 	 	
              25

            	
              %

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Regent
      Private Capital, LLC

    February
      ______ , 2008

    Page
      2

     

    After
      the
      third anniversary of the Closing, this Lock-Up Agreement and all restrictions
      on
      transfer imposed hereby shall terminate.

     

    The
      undersigned also agrees and consents to the entry of stop transfer instructions
      with the Company's transfer agent and registrar against the transfer of any
      of
      the common stock held by the undersigned except in compliance with the foregoing
      restrictions. Regent may in its sole discretion without notice, release all
      or
      any portion of the securities subject to this Lock-Up Agreement or any similar
      agreement executed by any other security holder, and if Regent releases any
      securities of any other security holder, securities of the undersigned shall
      not
      by virtue thereof be entitled to a release from this Lock-Up
      Agreement.

     

    In
      the
      event that the undersigned owns no common stock of the Company at the date
      hereof but prior to the termination of this Lock-Up Agreement has the right
      to
      acquire common stock of the Company pursuant to options or warrants, and if
      the
      undersigned exercises such options or warrants while this Lock-Up Agreement
      is
      effective, he, she or it agrees that the common stock purchased on such exercise
      of options or warrants will be subject to the terms of this Lock-Up Agreement
      for the remaining portion thereof, as if commenced on the date of
      Closing.

     

    The
      undersigned understands that the Company and Regent will undertake the
      transactions contemplated by the Purchase Agreement in reliance upon this
      Lock-Up Agreement.

     

    
      	
              Very
                truly yours,

            
	
               

            	
               

            
	
              By: 

            	
               
                

            


    

     

    
      	
              Print Name:
                 

            	
                
                

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    SCHEDULE
      6.2

     

    ACTIONS
      PROHIBITED WITHOUT MINORITY APPROVAL

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    SCHEDULE
      6.2

     

    ACTIONS
      PROHIBITED WITHOUT MINORITY APPROVAL

     

    (a)
        Sell, exchange or otherwise transfer all or substantially all of the
      Company's assets.

     

    (b)
        Cause the Company to merge or consolidate with or into another limited
      liability company, corporation, partnership, limited partnership or other
      entity.

     

    (c)
        Issue any additional equity interests in the Company, except for equity
      issued pursuant to the conversion of the Debentures, the FCP Debenture, the
      FCP
      Option or the FCP Warrants, or otherwise cause an exchange, reclassification
      or
      cancellation of any equity securities of the Company, or change any rights,
      preferences or privileges or restructuring thereof, or the creation of a new
      class of securities which ranks senior to the existing common
      stock.

     

    (d)
        Borrow money or otherwise obligate the Company on any form of
      indebtedness or guaranty in excess of $10,000 not in the ordinary course of
      business;

     

    (e)
        Adopt, execute or accept any agreement on behalf of the Company which is
      not terminable at will and which over its normal course, would obligate the
      Company to make payments of cash and/or property having an aggregate value
      in
      excess of $100,000 other
      than
      in
      accordance with a budget approved by Regent.

     

    (f)
        Enter into any transaction with an affiliate of any stockholder, member
      of the Board of Directors, or officer of the Company;

     

    (g)
        As soon as reasonably practical the Company shall cause its Board of
      Directors to appoint a compensation committee which shall consist of a majority
      of independent directors (as defined in Rule 303A.02 of he New York Stock
      Exchange rules applicable to listed companies).