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.



    
      
        
        

      

      
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    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 14th day of February, 2008.

    


    Signatures
      and Consent Appear on Following Page


    
      
        
        

      

      
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              ASSIGNOR:

            
	 
	
              Fountainhead
                Capital Partners Limited

            
	 	 
	
              By:

            	 

	
              Name:

            	  

	
              Title:

            	  

	 	 
	
              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:

            	  



    


    
      
        
        

      

      
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