Ex10-3

     

    CONVERTIBLE
      DEBENTURE PURCHASE AGREEMENT

     

    THIS
      CONVERTIBLE DEBENTURE PURCHASE AGREEMENT (the " Agreement
      ") is
      made as of February 15, 2008, by and between Vycor
      Medical, Inc.,
      a
      Delaware corporation (the " Company
      ") and
Fountainhead
      Capital Partners Limited,
      an
      entity registered in Jersey, Channel Islands ("FCP").

     

    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 $150,000 in
      the
      form of Exhibit
      A
      hereto
      (the " Debentures
      "), the
      first of which will be issued concurrently with the funding of a Convertible
      Debenture with Regent Private Capital, LLC (" Regent
      ") in
      the face amount of $500,000 (the " Closing
      "), and
      the second of which will be issued concurrent with the funding of a second
      Convertible Debenture with Regent in the face amount of $500,000 (collectively,
      the " Regent
      Debentures
      "). FCP
      shall have the right to secure another investor for up to $100,000 of FCP's
      $300,000 aggregate investment in the Debentures. The Regent Debentures are
      being
      issued pursuant to a Convertible Debenture Purchase Agreement with Regent of
      even date herewith. 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, FCP 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 FCP 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.


    
      
        
        

      

      
        (1)

        
          

        

      

      
        
        

      

    


    2.2
        Power
      . The
      Company has all requisite corporate power and authority (i) to own and operate
      its properties and assets and to cany 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.

     

    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 FCP. The
      common stock issuable upon conversion of the Debentures on the date of issuance
      represents approximately three and 33/100ths percent (3.33%) 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 FCP 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 FCP 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 FCP. 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 FCP.

     

    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 FCP all the information reasonably available to it
      without undue expense that FCP has requested for deciding whether to provide
      the
      funds related to the Debentures and all information that the Company reasonably
      believes necessary to enable FCP 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 FCP
      . FCP
      hereby represents, warrants and covenants to the Company as
      follows:

     

    3.1
        Power;
      Authorization
      . FCP
      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
      FCP,
      will constitute valid and legally binding obligations of FCP, 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 FCP in reliance upon FCP's representation to the Company,
      which by FCP's execution of this Agreement, FCP hereby confirms, that the
      Debentures (and the common stock issuable upon conversion thereof), will be
      acquired for investment for FCP'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
      FCP
      has no present intention of selling, granting any participation in, or otherwise
      distributing the same.

     

    3.3
        Reliance
      upon FCP's Representations
      . FCP
      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 FCP's
      representations set forth herein.

     

    3.4
        Disclosure
      of Information
      . FCP
      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 FCP or to which FCP 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 FCP to rely
      thereon.

     

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

     

    3.6
        Restricted
      Securities
      . FCP
      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, FCP 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 FCP, 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 FCP under this Agreement.

     

    3.8
        Legends
      . FCP
      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 FCP
      . The
      obligations of FCP 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 FCP 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 FCP, 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
      Investment
      by Regent - Intracreditor Agreement
      . Regent
      shall concurrently invest in the Company a minimum of $500,000 at the time
      of
      issuance of each Debenture to FCP, for a total additional investment of at
      least
      $1,000,000. Such investment by Regent 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.
      Regent and FCP shall have also executed the Intracreditor Confirmation and
      Agreement in the form of Exhibit
      E
      hereto.

     

    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
      and FCP shall have been satisfied, in their sole discretion, with the results
      of
      its due diligence investigation related to the Company. Without limiting the
      generality of the foregoing, Regent and FCP 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 FCP at the Closing are subject to the fulfillment
      on or before the Closing of each of the following conditions by FCP, unless
      otherwise waived:

     

    5.1
        Representations
      and Warranties Correct
      . The
      representations and warranties of FCP 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 FCP 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 FCP may reasonably
      request.

     

    7.
      Miscellaneous
      .

     

    7.1
        Survival
      of Warranties
      . The
      representations, warranties and covenants of the Company and FCP 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 FCP.

     

    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 FCP, a copy shall also be sent to Robert
      Diener, Esq., Law Offices of Robert Diener, 122 Ocean Park Blvd., Suite 307,
      Santa Monica, CA 90405 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 FCP 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 FCP and the
      expiration or termination of this Agreement. The Company and FCP 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
      applicable New York law, 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, FCP 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
      FCP 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 FCP 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 FCP 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. FCP 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


    
      
        
        

      

      
        (15)

        
          

        

      

      
        
        

      

    

     

    
      	
              COMPANY

            
	
               

            
	
              VYCOR
                MEDICAL, INC.

            
	
               

            	
               

            
	
              By:

            	
              /s/
                Kenneth T. Coviello

            
	
              Name: 

            	
              Kenneth
                T. Coviello

            
	
              Title:

            	
              CEO

            


    

     

    
      	
              Address:

            
	
               

            
	
              80
                Orville Drive, Suite 100

            
	
              Bohemia,
                New York 11716

            
	
               

            
	
              FCP

            
	 
	
              FOUNTAINHEAD
                CAPITAL PARTNERS

              LIMITED

            


    

    


    
      	
              By: 

            	
              /s/
                Gisele Le Miere

            
	
               

            	
              Director

            
	
               

            	
               

            
	
              By:

            	
              /s/
                Carole Dodge

            
	
               

            	
              Director

            


    

     

    
      	
              Address:

            
	 
	
              Portman
                House

              Hue
                Street, St. Helier

              Jersey
                JE4 5RP

            


    

     

    
      
        
        

      

      
        (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.
                2

            	
              US$150,000

            


    

     

    VYCOR
      MEDICAL, INC.

     

    SENIOR
      CONVERTIBLE DEBENTURE

     

    DUE
      FEBRUARY 15, 2008

    


    FOR
      VALUE
      RECEIVED, Vycor
      Medical, Inc.
      (the
      "Company") promises to pay to Fountainhead
      Capital Partners Limited,
      or any
      other registered holder(s) hereof and its or their authorized successors and
      permitted assigns (" Holder"), the aggregate principal face amount of US$150,000
      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 $150,000, 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:

     

    Fountainhead
      Capital Partners Limited

    Portman
      House

    Hue
      Street

    St.
      Helier

    Jersey,
      Channel Islands JE4 5RP

     

    With
      a
      copy to:

     

    Robert
      Diener, Esq.

    Law
      Offices of Robert Diener

    122
      Ocean
      Park Blvd., Suite 307

    Santa
      Monica, CA 90405

    Telephone:
      310-396-1691

    Facsimile:
      310-362-8887

     

    (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
      FOUNTAINTHEAD
      CAPITAL PARTNERS LIMITED
      ("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 $150,000 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 Patty, 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.

     

    6.07 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 15, 2008.

     

    
      	
              PLEDGOR:

            
	
               

            	
               

            
	
              VYCOR
                MEDICAL, INC.

            
	
               

            	
               

            
	
              By:

            	
               
                

            
	
              Name: 

            	
               
                

            
	
              Title:

            	
               
                

            


    

     

    
      	
              SECURED
                PARTY:

            
	
               

            	
               

            
	
              FOUNTAINHEAD
                CAPITAL PARTNERS

              LIMITED

            


    

     

    
      	
              By: 

            	
               

            
	
               

            	
              Director

            
	
              By:

            	
               

            
	
               

            	
              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).