**Exhibit 10.42**

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**TECHNICAL ASSISTANCE AGREEMENT**

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****THIS******TECHNICAL ASSISTANCE****AGREEMENT**********(this “Agreement”) is made and entered into as of this 7thday August of 2002 (the “Effective Date) by and between MedicalCV, Inc.(“MedicalCV”), a Minnesota corporation with a business address at 9725 SouthRobert Trail, Inver Grove Heights, Minnesota 55077, agreeing to have William F.Northup III, M.D., and individual residing at 4702 Lakeview Drive, Edina,Minnesota 55424 (****togetherwith his personal representatives, heirs and assigns, ****“Dr.Northrup”), serve as an independent contractor for MedicalCV, with reference tothe following:****

 

****RECITALS****

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Dr. Northrup desires to perform, and MedicalCVdesires to have Dr. Northrup perform, consulting services as an independentcontractor to MedicalCV.

 

**AGREEMENT**

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**NOW,THEREFORE,** theparties agree as follows:

 

****1.********                                      ********Services and Relationship********. ****Dr. Northrup shall provide technicalassistance to MedicalCV relating to the Device, Intellectual Property,Documentation, Know-how and any other present and proposed products ofMedicalCV (the “Services”).  The terms“Device,” “Intellectual Property,” “Documentation” and “Know-how” shall havethe meanings set forth in that certain Assignment Agreement of even dateherewith by and between MedicalCV, SEGMED, INC. and Dr. Northrup (the“Assignment Agreement”).  ****During theterm of this Agreement, Dr. Northrup shall be self-employed independentcontractor with respect to performing services for MedicalCV. ****Nothing in thisAgreement shall be construed to create a joint venture, partnership, agency, orother similar relationship of any type between Dr. Northrup and MedicalCV.**** ****Dr. Northrup shall haveno authority to bind MedicalCV or to contract in its name or to create anyliability for MedicalCV.

 

****2.********                                      ********Independent Contactor********.****  Acting as an independent contractor, Dr. Northrup shall perform theServices at MedicalCV’s request, and shall report to MedicalCV’s ChiefExecutive Officer or an individual designated by MedicalCV’s Chief ExecutiveOfficer’s.  Dr. Northrup shall makehimself available to and provide the Services to MedicalCV on aschedule to be determined by the parties on a periodic basis; provided,however, that Dr. Northrup shall provide the Services to MedicalCV for aminimum of three days each calendar quarter.

 

3.                                       ****Compensation****.  Forthe Services performed under this Agreement, as described abvove, Dr. Northrupshall receive a consulting fee of $1,500 per day ($750 per one-half day);provided, however, that MedicalCV shall pay Dr. Northrup a minimum fee of$4,500 each calendar quarter during the Term of this Agreement.  Except as expressly set forth in thisSection 3, Dr. Northrup shall not be entitled to any payments,reimbursements, or compensation of any kind from MedicalCV for servicesrendered.

 

4.                                       ****Taxes********.****  Dr.Northrup shall be solely responsible for payment of all self-employment taxesand/or assessments imposed on the payment of compensation for the performanceof consulting services including without limitation, any unemployment insuranceor tax, any federal, state and foreign income taxes, and any federal socialsecurity payments (FICA) or Minnesota disability taxes (and shall provideevidence to MedicalCV that such have been paid).

 

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5.                                       ****Expenses********.****  Dr.Northrup is not authorized to incur any expenses on behalf of MedicalCV withoutprior written consent of any authorized agent of MedicalCV, and all statementssubmitted by Dr. Northrup for services and expenses shall be in the formprescribed by MedicalCV and shall be approved by MedicalCV’s Chief ExecutiveOfficer or an individual designated by MedicalCV’s Chief Executive Officer’s.

 

6.                                       ****Insurance****.  Dr.Northrup shall have in effect a comprehensive general liability insurancecovering Dr. Northrup and all aspects of Dr. Northrup’s provision of consultingservices, including, without limitation, if applicable, coverage for workerscompensation and Employers Liability in compliance with all applicablestatutory regulations.  Dr. Northrupshall maintain such insurance with customary coverages in full force and effectfor so long as he provides consulting services to MedicalCV, and shall increasethe amounts of coverage under the Policy upon the reasonable request ofMedicalCV as made from time to time.

 

**7.****                                      ******Conduct****.  Dr.Northrup agrees to: (i) provide any documentation to MedicalCV and to executeany documents when reasonably requested by MedicalCV which relate to Dr.Northrup’s performance of services to MedicalCV during the term of thisAgreement or after; and (ii) honor all rules and regulations of MedicalCV andrefrain from committing any act or omission inconsistent with MedicalCV’sstandard of conduct.

 

8.                                       ****Non-Competition and Non-Disclosure****.  Dr.Northrup hereby acknowledges that he shall be bound by the obligations ofNon-Competition and Non-Disclosure set forth in Sections 3.8 and 3.9 of theAssignment Agreement, notwithstanding any termination of this Agreement or theAssignment Agreement.

 

9.                                       ****No********Solicitation****.  Dr. Northrup agrees, for the Term of thisAgreement, and for a period of eighteen (18) months thereafter, to refrain fromsoliciting, employing, contracting or interfering with any MedicalCV’srelationships with, or enticing away from MedicalCV, any employee, customer,license, distributor, vendor or other source of supply of MedicalCV.

 

10.                                 ****No********Breach****.  Dr. Northrup’s entering into this Agreementand performing the obligations hereunder shall not result in any breach,default or violation of any agreement, charter, instrument or other document towhich Dr. Northrup is a party of otherwise bound.

 

11.                                 ****Return********of********Materials.****  If requested by MedicalCV during the Term ofthis Agreement or thereafter, Dr. Northrup shall promptly return any and alltangible MedicalCV property that has come into Dr. Northrup’s possession.  Upon termination of this Agreement for nayreason, Dr. Northrup shall, within ten (10) days of such termination and inaccordance with any instructions provided by MedicalCV, return to MedicalCV andall tangible MedicalCV property that has come into Dr. Northrup’s possession,including all copies thereof and any notes, memoranda, and other documents orother media relating thereto.  Dr.Northrup shall not remove any MedicalCV property from MedicalCV premiseswithout written authorization from MedicalCV. The product of all work performed under this Agreement, including tradesecrets, confidential information, any apparatus, device, intellectualproperty, discoveries, improvements, modifications, and enhancements,techniques, concepts, data, technical information, specifications (includingengineering, testing and manufacturing specifications), diagrams, schematics,charts and lists, drawings, lab books, blueprints, works of authorship, maskworks, information, materials, tools, computer programs, technicalpublications, manuals, designs, artwork, devices or models, shall be propertyof MedicalCV or its nominees, and MedicalCV or its nominees shall have the soleright to use, sell, license, publish or otherwise disseminate or transferrights of such work products.

 

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12.                                 ****Material Inside Information****.  Inthe course of performing the obligations hereunder, Dr. Northrup recognizesthat he may receive certain information that is considered material nonpublicinformation within the meaning and intent of the Federal and State securitieslaws, rules and regulations.  Dr.Northrup hereby agrees not to engage in any securities trading transactionsbased upon such information nor disclose any such information to any thirdparty that may or could engage in transactions involving the securities of MedicalCV.

 

13.                                 ****Equitable********Relief****.  Dr. Northrup agrees that any breach of theprovisions listed in paragraphs 10, 11 and 12 of this Agreement shall result inirreparable harm to MedicalCV.  Dr.Northrup therefore agrees that MedicalCV shall have the right to an injunctionor other equitable relief to enforce those provisions without prejudice to anyothers rights and remedies MedicalCV may have.

 

14.                                 ****Inventions****/****Patents****.

 

(a)                                  Dr. Northrup shall promptly disclose inwriting to MedicalCV complete information concerning each and every invention,discovery, improvement, device, design, apparatus, practice, process, method orproduct, whether patentable or not, made, developed, perfected, devised,conceived or first reduced to practice by Dr. Northrup, either solely or incollaboration with others, during the term of this Agreement and for a periodof twelve (12) months thereafter, whether or not during regular working hours,relating either directly or indirectly to the business, products, practices ortechniques of MedicalCV (hereinafter referred to as “Developments”).  Dr. Northrup, to the extent that he has thelegal right to do so, hereby acknowledges that any and all of such Developmentsare the property of MedicalCV and hereby assigns and agrees to assign to MedicalCVany and all of Dr. Northrup’s right, title and interest in and to any and allof such Developments.

 

(b)                                 The provisions of Section 14(a) shallnot apply to any Development meeting the following conditions:

 

(i)                                     such Development was developed entirely onDr. Northrup’s own time;

 

(ii)                                  such Development was made without the use ofany Company equipment, supplies, facility or trade secret information;

 

(iii)                               such Development does not relate (i) directly to the business ofMedicalCV, or (ii) to MedicalCV’s actual or demonstrably anticipated researchor development; and

 

(iv)                              such Development does not result from any work performed by Dr.Northrup for MedicalCV.

 

(c)                                  Upon request and without further compensationtherefor, but at no expense to Dr. Northrup, and whether during the term ofthis Agreement or thereafter, Dr. Northrup shall do all lawful acts, including,but not limited to, the execution of papers and lawful oaths and the giving oftestimony, that in the opinion of MedicalCV, its successors and assigns, may benecessary or desirable in obtaining, sustaining, reissuing, extending andenforcing United States and foreign letters patent, including, but not limitedto, design patents, on any and all of such Developments, and for perfecting,affirming and recording MedicalCV’s complete ownership and title thereto, andto cooperate otherwise in all proceedings and matters relating thereto.

 

(d)                                 Dr. Northrup shall keep complete, accurateand authentic accounts, notes, data and records of all Developments in themanner and form requested by MedicalCV. Such accounts, notes, data

 

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and records shall be the property of MedicalCV, and, upon its request,Dr. Northrup shall promptly surrender same to it or, if not previouslysurrendered upon its request or otherwise, Dr. Northrup shall surrender thesame, and all copies thereof, to MedicalCV upon the termination of thisAgreement.

 

15.                                 ****Copyrights****.  Dr.Northrup shall, without further consideration, assign all right, title andinterest in any copyrightable material created in connection with thisAgreement to MedicalCV and shall assist MedicalCV and its nominees in everyproper way, entirely at MedicalCV’s expense, to secure, maintain and defend forMedicalCV’s own benefit, copyrights and any extensions and renewals thereof onany and all such material including translations thereof in any and allcountries, such material to be and to remain the property of MedicalCV whethercopyrighted or not.  All materialsproduced by Dr. Northrup under this Agreement shall be considered work made forhire.

 

16.                                 ****Warranty****/****License****.  With respect to all subject matter includingideas, processes, designs and methods which Dr. Northrup shall disclose or usein the performance of this Agreement: (i) as an independent contractor, Dr. Northrupwarrants to MedicalCV that Dr. Northrup has the right to make disclosure anduse thereof without liability to others and that all work performed under thisAgreement shall be original work and none of the Services or any development,use, production, distribution or exploitation thereof will infringe,misappropriate or violate any intellectual property or other right of anyperson or entity; (ii) to the extent that Dr. Northrup has patent applications,patents or other rights in the subject matter, Dr. Northrup herby grantsMedicalCV, its subsidiaries and affiliates a royalty-free, irrevocable,world-wide, non-exclusive license to make, have made, sell, use and disclosesuch subject matter; and (iii) Dr. Northrup agrees to hold MedicalCV harmless foruse of subject matter which Dr. Northrup knows or reasonably should know othershave rights in, except, however, for subject matter and the identity of othershaving rights in subject matter that Dr. Northrup discloses to MedicalCV inwriting before MedicalCV uses the subject matter.

 

17.                                 ****Prevention********of********Damage****.  Dr. Northrup further agrees that as toMedicalCV’s protection in connection with the Services, Dr. Northrup shall takesuch steps as may be reasonably necessary to prevent personal injury or propertydamage during any work hereunder that may be performed by any employees,agents, or subcontractors of Dr. Northrup at the location and take allreasonable and necessary actions to ensure that no governmental agency or law,rule or ordinance has been or may be violated in either the manufacture or saleof products or the performance of services covered by this Agreement and shalldefend and hold MedicalCV harmless from loss, cost or damages as a result ofany such actual or alleged violation.

 

18.                                 ****Indemnity****.  Dr.Northrup shall indemnify and hold harmless MedicalCV from and against:

 

(a)                                  any and all claims, losses, liability,damages (including legal fees and costs), diminution in value and the likearising from any breach or non-fulfillment of Dr. Northrup’s covenants in thisAgreement; and

 

(b)                                 any and all loss, liability, and damagesarising from or caused directly or indirectly by any act or omission of Dr.Northrup and/or any agents, employees or subcontractors of Dr. Northrup.

 

19.                                 ****Term; Termination********.****  ThisAgreement shall continue for two (2) years and thereafter shall continue on amonth-to-month basis (the “Term”). MedicalCV may terminate this Agreement immediately (i) if MedicalCVshall determine not to pursue commercialization of the Device.  Notwithstanding the foregoing, thisAgreement automatically shall terminate upon termination of the AssignmentAgreement, subject to the survival of certain provisions as set forth inSection 29 below.

 

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20.                                 **Controlling Law**.  This Agreement is made underand shall be construed according to the laws of the State of Minnesotaapplicable to any contract entered into and wholly performed therein except forthat body of laws that relates to conflict of law principles.

 

21.                                 **Personal Jurisdiction**.  In any judicial proceedinginvolving a dispute arising from or with respect to this Agreement, Dr.Northrup agrees to submit to personal jurisdiction of state and federal courtslocated in the County of Hennepin, State of Minnesota.

 

22.                                 **No Assignment**.  Dr. Northrup agrees not to assign ortransfer any rights or obligations under this Agreement or any interest herein,voluntarily or involuntarily, without the prior written consent of MedicalCV,which consent may be withheld by MedicalCV in the sole exercise of its discretion,and any such assignment shall be void and of no effect.  MedicalCV shall be free to assign ortransfer any of its rights or obligations or any interest herein without Dr.Northrup’s prior consent.  ThisAgreement shall be binding upon and shall inure to the benefit of the partieshereto and their respective permitted successors and assigns.

 

23.                                 **Invoices/Notices/etc**.  All invoices, notices,requests, payments, demands or communications required hereunder shall be inwriting and delivered personally or sent by certified mail, return receiptrequested, or by an overnight courier service having a reputation fordependability (as of the Effective Date) to the parties at the followingaddresses:

 
| For Dr. Northrup:      | For MedicalCV:                        |
|------------------------|---------------------------------------|
|                   |                                  |
| 4702 Lakeview Drive    | Attn:  Chief Executive Officer   |
| Edina, Minnesota 55424 | 9725 South Robert Trail               |
|                   | Inver Grove Heights,  Minnesota 55077 |

 

24.                                 **Severability**.  If any provision of this Agreement shall beunlawful, void, or for any reason unenforceable, it shall be deemed severable from,and in no way shall affect the validity or enforceability of, the remainingprovisions of this Agreement.

 

25.                                 **Amendment**.  This Agreement can only be amended ormodified in a written document signed by Dr. Northrup and MedicalCV.

 

26.                                 **Legal Fees**.  Except as expressly provided herein to thecontrary, each party shall be responsible for its own legal fees and costs inconnection with the transactions described herein.

 

27.                                 **No Presumption**.  No presumption shall arise asa result of any party’s involvement in the drafting of this Agreement.

 

28.                                 **No Waiver**.  The waiver of either party hereto of abreach of any provisions of this Agreement by the other shall not operate or beconstrued as a waiver of any subsequent breach of the same provision or anyother provision of this Agreement.

 

29.                                 **Survival**.  Dr. Northrup agrees that the provisions ofSections 3, 4, 6, 7, 8, 9, 10, 11, 12, 13, 14, 15, 16, 17, 18, 20, 21, 27, 28,29 and 30 hereof shall survive termination of this Agreement and shall be fullyenforceable thereafter.

 

30.                                 **Entire Agreement**.  This Agreement and theAssignment Agreement contain the entire agreement with respect to the subjectmatter hereof and, except as expressly provided to the contrary,

 

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supersedes all prior oral or writtenagreements, communications and dealings between Dr. Northrup and MedicalCV withrespect to the subject matter hereof, all of which are hereby merged into thisAgreement.

 

**IN WITNESS WHEREOF,** the parties have executed this Agreement bytheir duly authorized officers or agents on the date and year first abovewritten.

 

 
|   | **MedicalCV,  Inc.**               |                          |
|--------|------------------------------------|-------------------------------|
|   |                               |                          |
|   |                               |                          |
|   | /s/ Blair P. Mowery                |                          | /s/ William F. Northrup III, M.D. |   |
|   | By:  Blair P. Mowery          | William F. Northrup III, M.D. |
|   | Its:  Chief Executive Officer |                          |
|   |                               |                          |   |
|   |                               | Social Security Number        |
|        |                                    |                               |  |  |

 

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