Ex10-4

     

    VYCOR
      MEDICAL, INC.

    NOTICE
      OF GRANT OF

    NON-QUALIFIED
      STOCK OPTION

    


    Notice
      is
      hereby given of the following option grant (the "Option") to purchase shares
      of
      the Common Stock of Vycor Medical, Inc. (the "Company"):

    


    
      	
              Participant:

            	
              Heather
                N. Jensen

            
	
               

            	
               

            
	
              Grant
                Date:

            	
              February
                13, 2008

            
	
               

            	
               

            
	
              Vesting
                Commencement Date:

            	
              February
                13, 2009

            
	
               

            	
               

            
	
              Exercise
                Price:

            	
              $0.135
                per share

            
	
               

            	
               

            
	
              Number
                of Option Shares:

            	
              500,000

            
	
               

            	
               

            
	
              Expiration
                Date:

            	
              February
                12, 2018

            
	
               

            	
               

            
	
              Type
                of Option:

            	
              Non-Qualified
                Stock Option

            
	
               

            	
               

            
	
              Date
                Exercisable:

            	
              According
                to Vesting Schedule

            


    

    


    Vesting
      Schedule:
      The
      Option Shares shall vest and become exercisable with respect to, 33 1/1% of
      the
      Option Shares on the first, second and third anniversaries of the Grant Date
      until fully vested and exercisable.

    


    Participant
      agrees to be bound by the terms of the Option as set forth in the Non-Qualified
      Stock Option Agreement attached hereto as Exhibit
      A.

    


    No
      Employment or Service Contract.
      Nothing
      in this Notice or in the attached Non-Qualified Stock Option Agreement shall
      confer upon Participant any right to continue in Service for any period of
      specific duration or interfere with or otherwise restrict in any way the rights
      of the Company (or any Parent or Subsidiary employing or retaining Participant)
      or of Participant, which rights are hereby expressly reserved by each, to
      terminate Participant's Service at any time for any reason, with or without
      cause.

    


    Definitions.
      All
      capitalized terms in this Notice shall have the meaning assigned to them in
      this
      Notice or in the attached Employment Commencement Non-Qualified Stock Option
      Agreement.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    February
      13, 2008

    
      	
              VYCOR
                MEDICAL, INC.

            
	
               

            	
               

            
	
              By:

            	
              /s/
                Kenneth Coviello

            
	
              Title: 

            	
              CEO

            


    

    


    
      	
              PARTICIPANT

            
	
               

            
	
              Address: 

            	
              88
                The Helm

            
	 	
              E.
                Islip, NY 11730

            


    

    


    ATTACHMENT

    Exhibit
      A
      -Non-Qualified Stock Option Agreement

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Exhibit
      A

    


    VYCOR
      MEDICAL, INC.

    


    NON-QUALIFIED
      STOCK OPTION AGREEMENT

     

    RECITALS

    


    THIS
      NON-QUALIFIED STOCK OPTION AGREEMENT,
      is made
      by and between Vycor Medical, Inc., a Delaware corporation (the "Company"),
      and
      Heather N. Jensen (the "Participant").

    


    WHEREAS,
      the
      Board has determined that it would be to the advantage and best interest of
      the
      Company and its stockholders to grant the Non-Qualified Stock Option provided
      for herein to Participant in connection with his initial commencement of
      employment with the Company and that such grant is an essential inducement
      to
      Participant's commencing employment with the Company.

    


    WHEREAS,
      all
      capitalized terms in this Agreement shall have the meaning assigned to them
      as
      defined herein or in the attached Appendix.

    


    NOW,
      THEREFORE,
      it is
      hereby agreed as follows:

    


    1. Grant
      of Option
      The
      Company hereby grants to Participant, as of the Grant Date, an option to
      purchase up to the number of Option Shares specified in the Grant Notice. The
      Option Shares shall be purchasable from time to time during the option term
      specified in Paragraph 2 at the Exercise Price.

    


    2. Option
      Term
      This
      option shall have a term of ten (10) years measured from the Grant Date and
      shall accordingly expire at the close of business on the Expiration Date, unless
      sooner terminated in accordance with Paragraph 5 or 6.

    


    3. Limited
      Transferability
      This
      option shall be neither transferable nor assignable by Participant other than
      by
      will or by the laws of descent and distribution following Participant's death
      and may be exercised, during Participant's lifetime, only by Participant. This
      option may, in connection with the Participant's estate plan, be assigned in
      whole or in part during Participant's lifetime to one or more members of the
      Participant's family or to a trust established for the exclusive benefit of
      one
      or more such family members. The assigned portion shall be exercisable only
      by
      the person or persons who acquire a proprietary interest in the option pursuant
      to such assignment. The term applicable to the assigned portion shall be the
      same as those in effect for this option immediately prior to such assignment
      and
      shall be set forth in such documents issued to the assignee as the Committee
      may
      deem appropriate.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    4. Dates
      of Exercise
      This
      option shall become exercisable for the Option Shares in one or more
      installments as specified in the Grant Notice. As the option becomes exercisable
      for such installments, those installments shall accumulate and the option shall
      remain exercisable for the accumulated installments until the Expiration
      Date.

    


    5. Special
      Acceleration of Option.

    


    (a)
      In
      the event of any Corporate Transaction or Change in Control, each outstanding
      option, which is not otherwise vested or remains subject to forfeiture shall
      automatically accelerate so that each such option shall, immediately prior
      to
      the Corporate Transaction or Change in Control become vested and exercisable
      with regard to one hundred percent (100%) of the shares of Common Stock which
      are at the time subject to such option and unvested and may be exercised for
      all
      or any portion of such shares as fully-vested shares of Common Stock, if
      applicable. Any options so accelerated shall remain exercisable for fully-vested
      shares, if applicable, until the expiration of their term.

     

    (b)
      Immediately following the Corporate Transaction, this option, to the extent
      not
      previously exercised, shall terminate and cease to be outstanding, except to
      the
      extent assumed by the successor corporation (or parent thereof) in connection
      with the Corporate Transaction.

     

    (c)
      If
      this option is assumed in connection with a Corporate Transaction, then this
      option shall be appropriately adjusted, immediately after such Corporate
      Transaction, to apply to the number and class of securities which would have
      been issuable to Participant in consummation of such Corporate Transaction
      had
      the option been exercised immediately prior to such Corporate Transaction,
      and
      appropriate adjustments shall also be made to the Exercise Price, provided
      the
      aggregate Exercise Price shall remain the same.

     

    (d)
      This
      Agreement shall not in any way affect the right of the Company to adjust,
      reclassify, reorganize or otherwise change its capital or business structure
      or
      to merge, consolidate, dissolve, liquidate or sell or transfer all or any part
      of its business or assets.

    


    6. Adjustment
      in Option Shares
      Should
      any change be made to the Common Stock by reason of any stock split, stock
      dividend, recapitalization, combination of shares, exchange of shares or other
      change affecting the outstanding Common Stock as a class without the Company's
      receipt of consideration, appropriate adjustments shall be made to (i) the
      total
      number and/or class of securities subject to this option and (ii) the Exercise
      Price in order to reflect such change and thereby preclude a dilution or
      enlargement of benefits hereunder.

    


    7. Stockholder
      Rights
      The
      holder of this option shall not have any stockholder rights with respect to
      the
      Option Shares until such person shall have exercised the option, paid the
      Exercise Price and become a holder of record of the purchased
      shares.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    8. Manner
      of Exercising Option

    


    (a)
      In
      order to exercise this option with respect to all or any part of the Option
      Shares for which this option is at the time exercisable, Participant (or any
      other person or persons exercising the option) must take the following
      actions:

    


    (i)
      Execute and deliver to the Company a Notice of Exercise for the Option Shares
      for which the option is exercised.

    


    (ii)
      Pay
      the aggregate Exercise Price for the purchased shares in one or more of the
      following forms:

    


    (A)
      cash
      or check made payable to the Company;

    


    (B)
      a
      promissory note payable to the Company, but only to the extent authorized by
      the
      Committee in accordance with Paragraph 12;

    


    (C)
      shares of Common Stock held by Participant (or any other person or persons
      exercising the option) for the requisite period necessary to avoid a charge
      to
      the Company's earnings for financial reporting purposes and valued at Fair
      Market Value on the Exercise Date; or

    


    (D)
      through a special sale and remittance procedure pursuant to which Participant
      (or any other person or persons exercising the option) shall concurrently
      provide irrevocable written instructions (a) to a Company-designated brokerage
      firm to effect the immediate sale of the purchased shares and remit to the
      Company, out of the sale proceeds available on the settlement date, sufficient
      funds to cover the aggregate Exercise Price payable for the purchased shares
      plus all applicable Federal, state and local income and employment taxes
      required to be withheld by the Company by reason of such exercise and (b) to
      the
      Company to deliver the certificates for the purchased shares directly to such
      brokerage firm in order to complete the sale transaction. Except to the extent
      the sale and remittance procedure is utilized in connection with the option
      exercise, payment of the Exercise Price must accompany the Notice of Exercise
      delivered to the Company in connection with the option exercise.

    


    (iii)
      Furnish to the Company appropriate documentation that the person or persons
      exercising the option (if other than Participant) have the right to exercise
      this option.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (iv)
      Make
      appropriate arrangements with the Company (or Subsidiary employing or retaining
      Participant) for the satisfaction of all Federal, state and local income and
      employment tax withholding requirements applicable to the option
      exercise.

    


    (b)
      As
      soon as practical after the Exercise Date, the Company shall issue to or on
      behalf of Participant (or any other person or persons exercising this option)
      a
      certificate for the purchased Option Shares, with the appropriate legends
      affixed thereto.

    


    (c)
      In no
      event may this option be exercised for any fractional shares.

    


    9. Compliance
      with Laws and Regulations

    


    (a)
      The
      exercise of this option and the issuance of the Option Shares upon such exercise
      shall be subject to compliance by the Company and Participant with all
      applicable requirements of law relating thereto and with all applicable
      regulations of any stock exchange (or the Nasdaq National Market, if applicable)
      on which the Common Stock may be listed for trading at the time of such exercise
      and issuance.

    


    (b)
      The
      inability of the Company to obtain approval from any regulatory body having
      authority deemed by the Company to be necessary to the lawful issuance and
      sale
      of any Common Stock pursuant to this option shall relieve the Company of any
      liability with respect to the non-issuance or sale of the Common Stock as to
      which such approval shall not have been obtained. The Company, however, shall
      use its best efforts to obtain all such approvals.

    


    10. Successors
      and Assigns
      Except
      to the extent otherwise provided in Paragraphs 3 and 6, the provisions of this
      Agreement shall inure to the benefit of, and be binding upon, the Company and
      its successors and assigns and Participant, Participant's assigns and the legal
      representatives, heirs and legatees of Participant's estate.

    


    11. Notices
      Any
      notice required to be given or delivered to the Company under the terms of
      this
      Agreement shall be in writing and addressed to the Company at its principal
      corporate offices. Any notice required to be given or delivered to Participant
      shall be in writing and addressed to Participant at the address indicated below
      Participant's signature line on the Grant Notice. All notices shall be deemed
      effective upon personal delivery or upon deposit in the U.S. mail, postage
      prepaid and properly addressed to the party to be notified

    


    12. Financing
      The
      Committee may, in its absolute discretion and without any obligation to do
      so,
      permit Participant to pay the Exercise Price for the purchased Option Shares
      by
      delivering a promissory note. The terms of any such promissory note (including
      the interest rate, the requirements for collateral and the terms of repayment)
      shall be established by the Committee in its sole discretion.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    13 Construction
      This
      Agreement and the option evidenced hereby are made and granted pursuant to
      this
      Agreement and are in all respects limited by and subject to the terms of such
      Agreement. All decisions of the Committee with respect to any question or issue
      arising under this Agreement shall be conclusive and binding on all persons
      having an interest in this option.

    


    14. Governing
      Law
      The
      interpretation, performance and enforcement of this Agreement shall be governed
      by the laws of the State of New York without resort to that State's
      conflict-of-laws rules.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
      I

    


    NOTICE
      OF EXERCISE

    


    I
      hereby
      notify Vycor Medical, Inc. (the "Company") that I elect to purchase _____ shares
      of the Company's Common Stock (the "Purchased Shares") at the option exercise
      price of $_____ per share (the "Exercise Price") pursuant to that certain option
      (the "Option") granted to me on February 13, 2008.

    


    Concurrently
      with the delivery of this Exercise Notice to the Company, I shall hereby pay
      to
      the Company the Exercise Price for the Purchased Shares in accordance with
      the
      provisions of my agreement with the Company (or other documents) evidencing
      the
      Option and shall deliver whatever additional documents may be required by such
      agreement as a condition for exercise. Alternatively, I may utilize the special
      broker-dealer sale and remittance procedure specified in my agreement to effect
      payment of the Exercise Price.

     

    
      	
               

            	
               

            
	
               

            	
              Date

            


    

     

    
      	
               

            	
               

            	
               

            	
               

            
	
               

            	
               

            	
              Participant

            
	
               

            	
               

            	
               

            
	
               

            	
               

            	
              Address: 

            	
               

            
	
               

            	
               

            	
               

            	
               

            
	
              Print
                name in exact manner it is to appear on the stock

              certificate:

            	
               

            	
               

            	
               

            
	
               

            	
               

            	
               

            	
               

            
	
              Address
                to which certificate is to be sent, if different

              from
                address above:

            	
               

            	
               

            	
               

            
	
               

            	
               

            	
               

            	
               

            
	
              Social
                Security Number:

            	
               

            	
               

            	
               

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    APPENDIX

    


    The
      following definitions shall be in effect under the Agreement:

    


    A. Agreement
      shall
      mean this Non-Qualified Stock Option Agreement.

    


    B. Board
      shall
      mean the Board of Directors of the Company.

    


    C. Change
      in Control
      shall
      mean a change in ownership or control of the Company effected through either
      of
      the following transactions:

    


    (i)
      the
      acquisition, directly or indirectly, by any person or related group of persons
      (other than the Company or a person that directly or indirectly controls, is
      controlled by, or is under common control with, the Company), of beneficial
      ownership (within the meaning of Rule 13d-3 of the Securities Exchange Act
      of
      1934, as amended) of securities possessing more than fifty percent (50%) of
      the
      total combined voting power of the Company's outstanding securities pursuant
      to
      a tender or exchange offer made directly to the Company's stockholders which
      the
      Board does not recommend such stockholders to accept, or

    


    (ii)
      a
      change in the composition of the Board over a period of thirty-six (36)
      consecutive months or less such that a majority of the Board members ceases,
      by
      reason of one or more contested elections for Board membership, to be comprised
      of individuals who either (1) have been Board members continuously since the
      beginning of such period or (2) have been elected or nominated for election
      as
      Board members described in clause (1) who were still in office at the time
      the
      Board approved such election or nomination.

    


    D. Code
      shall
      mean the Internal Revenue Code of 1986, as amended.

    


    E. Committee
      shall
      mean the Compensation Committee of the Board. Reference to the Committee shall
      refer to the Board if the Compensation Committee ceases to exist and the Board
      does not appoint a successor Committee.

    


    F. Common
      Stock
      shall
      mean the Company's common stock.

    


    G. Company
      shall
      mean Vycor Medical, Inc., a Delaware corporation.

    


    H. Consultant
      shall
      mean any consultant or adviser if:

    


    (i)
        The consultant or adviser renders bona fide services to the
      Company;

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (ii)
      The
      services rendered by the consultant or adviser are not in connection with the
      offer or sale of securities in a capital-raising transaction and do not directly
      or indirectly promote or maintain a market for the Company's securities;
      and

    


    (iii)
      The
      consultant or adviser is a natural person who has contracted directly with
      the
      Company to render such services.

    


    I. Corporate
      Transaction
      shall
      mean either of the following stockholder-approved transactions to which the
      Company is a party:

    


    (i)
      a
      merger or consolidation in which securities possessing more than fifty percent
      (50%) of the total combined voting power of the Company's outstanding securities
      are transferred to a person or persons different from the persons holding those
      securities immediately prior to such transaction, or

    


    (ii)
      the
      sale, transfer or other disposition of all or substantially all of the Company's
      assets in complete liquidation or dissolution of the Company.

    


    J. Disability
      shall
      mean that the Participant is no longer able to carry out his duties as a
      Director of the Company.

    


    K. Exercise
      Date
      shall
      mean the date on which the option shall have been exercised in accordance with
      Paragraph 8 of the Agreement.

    


    L. Exercise
      Price
      shall
      mean the exercise price per share as specified in the Grant Notice.

    


    M. Expiration
      Date
      shall
      mean the date on which the option expires as specified in the Grant
      Notice.

    


    N. Fair
      Market Value
      means,
      as of any given date, the fair market value of a share of Stock on such date
      determined by such methods or procedures as may be established from time to
      time
      by the Committee.

    


    O. Grant
      Date
      shall
      mean the date of grant of the option as specified in the Grant
      Notice.

    


    P. Grant
      Notice
      shall
      mean the Notice of Grant of Non-Qualified Stock Option accompanying the
      Agreement, pursuant to which Participant has been informed of the basic terms
      of
      the option evidenced hereby.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Q. Notice
      of Exercise
      shall
      mean the notice of exercise in the form attached hereto as Exhibit
      I.

    


    R. Option
      shall
      mean a right granted to a Participant pursuant to this Agreement to purchase
      a
      specified number of shares of Stock at a specified price during specified time
      periods.

    


    S. Option
      Shares
      shall
      mean the number of shares of Common Stock subject to the option as specified
      in
      the Grant Notice.

    


    T. Stock
      shall
      mean the common stock of the Company, par value $0.001 per share.