Exhibit 10.2

     THIS AGREEMENT  ("Agreement")  made effective the 1st day of October,  2002
("Effective  Date"), by and between  VASOMEDICAL,  INC., a Delaware  corporation
with  its  principal   office  at  180  Linden   Avenue,   Westbury,   New  York
("Vasomedical" or the "Company"),  and DR. PETER F. COHN, an individual residing
at 27 Bouton Road, Huntington, New York 11743 ("Dr. Cohn" or the "Advisor").

                              W I T N E S S E T H:

     WHEREAS,  the Advisor has  particular  expertise and is an authority in the
field of cardiology and has  considerable  knowledge about, and experience with,
EECP therapy and related protocols; and

     WHEREAS,  the  Company is desirous  of  engaging  Dr. Cohn as a  Scientific
Advisor to the  Company  to  provide  the  services  hereinafter  set forth (the
"Services"), and the Advisor is agreeable to such retention in such capacity for
the period and on the terms and conditions set forth herein.

     NOW,  THEREFORE,  in  consideration  of the  premises  and  of  the  mutual
covenants  and  conditions  herein  contained,  the  parties  hereto do agree as
follows:

     1. The Company  retains the Advisor to perform the  Services for a four (4)
year period  commencing on the Effective  Date and ending on September 30, 2006,
(the  "Advisory  Period")  and the Advisor  hereby  accepts  such  retention  in
conformity with the provisions of this Agreement.

     2. The Advisor's  Services  during the Advisory Period shall consist of the
following:

     (a) During each respective year of the Agreement ("Agreement Years"), which
shall be defined by the first,  second,  third and fourth  anniversaries  of the
Effective  Date,  the  Advisor  shall be  required  to travel to and  attend two
medically relevant and professionally recognized symposiums, conferences or like
convocations  selected  jointly by the Advisor and the  Company  (the  "Speaking
Engagements") and to participate  thereat as a speaker and/or  representative on
behalf of the Company for the purpose of promoting the Company, its EECP system,
discussing  the  results of relevant  studies,  investigations  and trials,  and
otherwise,  in a  manner  not  inconsistent  with  his  professional  integrity,
presenting  the virtues and benefits of the EECP  therapy as a valuable  medical
protocol in the field of cardiology.

     (b) The Advisor shall provide from time to time as may be convenient to the
Advisor upon reasonable  telephone  request from senior level  executives of the
Company, general advice or information regarding potential opportunities for the
introduction of the Company's EECP systems, possible applications of the EECP as
therapeutic protocol in cardiology, and other relevant matters pertaining to the
Advisor's expertise in the field of cardiology.

     (c) The  Advisor  authorizes  the  Company  to  identify  the  Advisor as a
Scientific Advisor to the Company on its stationery,  literature and promotional
materials.

     (d) Notwithstanding anything herein to the contrary, the Advisor may attend
as a speaker  and/or  representative  on behalf of the Company for the  purposes
described in (b) hereof, any one or more additional Speaking Engagements, as may
be agreed upon in advance by the Company.

     3.  Compensation.  In consideration for the Services described in Section 2
above, any and all other Services which the Advisor may render for and on behalf
of the Company not  specifically  described  herein,  the  Restrictive  Covenant
described in Section 7 hereof and the Release described in Section 9 hereof, the
Company shall pay to the Advisor the following Compensation:

     (a) An  aggregate  Advisory  Fee  (the  "Advisory  Fee") in the  amount  of
$600,000 payable as follows:
<PAGE>
          (i) $200,000  payable on or before December 31, 2002 in respect of the
     First Agreement Year.

          (ii) $133,000 in respect of the Second Agreement Year payable in equal
     installments of $33,250.00 on or before the first day of the third,  sixth,
     ninth and twelfth month of such Year.

          (iii) $133,000 in respect of the Third Agreement Year payable in equal
     installments of $33,250.00 on or before the first day of the third,  sixth,
     ninth and twelfth month of such Year.

          (iv) $134,000 in respect of the Fourth Agreement Year payable in equal
     installments  of  $33,250.00  on or before the  fifteenth day of the third,
     sixth and ninth month and $34,250 on or before the first day of the twelfth
     month of such Year.

     (b) The sum of  $2,500  (the  "Honorarium")  for  each of the two  Speaking
Engagements  described in Section 2(b) as well as any other Speaking Engagements
attended  by the  Advisor  as agreed  upon by the  Company  and the  Advisor  in
accordance with Section 2(d).

     (c) In addition to the  foregoing,  the Advisor  shall be reimbursed by the
Company for all reasonable  travel  expenses  incurred by him in connection with
the Speaking Engagements  consistent with historical,  customary practice,  upon
the presentation of substantiating documentation therefor to the Company.

     4. (a) The  following  events  ("Events  of  Default")  shall be  deemed to
constitute a default on the part of the Company hereunder:

          (i) The failure to pay any amount due hereunder for a period of thirty
     (30) days after written notice from the Advisor.

          (ii) the  commencement of a proceeding in bankruptcy or under the laws
     of any state naming  Vasomedical  as the debtor  which is not  subsequently
     dismissed within sixty (60) days thereafter;

          (iii)  the  making  by  Vasomedical  of an  assignment  or  any  other
     arrangement for the benefit of creditors under any state statute;

          (iv) the  appointment  of any  trustee,  receiver or  liquidator  with
     regard  to all or any  substantial  part  of  Vasomedical's  properties  or
     assets.

     (b) Upon the occurrence of an Event of Default, the Advisor can declare the
unpaid  balance of the Advisory Fee  immediately  due and payable,  and interest
thereon shall thereafter accrue at the legal rate of nine (9%) percent per annum
(the "Acceleration  Right"). The Acceleration Right shall not be affected in any
manner by any  failure or alleged  failure on the part of the Advisor to perform
the  Services  required of him  hereunder  or to abide by any other  covenant or
agreement contained herein.

     5. In the event of the Advisor's  death prior to full payment to him of the
Advisory Fee under this Agreement, the Company shall be required nevertheless to
pay the unpaid balance of the Advisory Fee plus any unreimbursed expenses at the
times and in the manner  prescribed  herein to his Estate or any other person or
persons whom the Advisor may designate in writing (the "Death Benefit").

     6. This Agreement and the obligation of Vasomedical to pay the Advisory Fee
and any other sums due to the  Advisor  hereunder  shall in no way be  affected,
impaired,  excused,  withheld,  delayed or reduced  because the Advisor fails to
fulfill any of his obligations under this Agreement due to death,  disability or
otherwise, including, without limitation, a breach or alleged breach on the part
of the Advisor of any covenant or agreement herein.
<PAGE>

     7. (a) The Advisor covenants and agrees that during the Advisory Period, he
shall not, either as an employee, agent, advisor, consultant, officer, or in any
other  capacity or manner  whatsoever  anywhere  in the world,  speak or solicit
business on behalf of,  promote,  perform any services for, or allow his name to
be used in any manner in  connection  with,  any other entity who  manufactures,
sells, advertises for sale or distributes any enhanced external counterpulsation
system or  provides  services  comparable  to those  provided  by the Company in
competition with the Company (the "Restrictive Covenant").

     (b) The Advisor  covenants  that he will not  disclose  any trade  secrets,
customer lists, processes,  inventions, or any other confidential or proprietary
information  of the Company to any person,  firm,  corporation,  association  or
other  entity  for any reason or  purpose  whatsoever,  nor make use of any such
property  for his own purpose or the benefit of any person,  firm,  corporation,
association  or other entity  other than  Vasomedical  under any  circumstances.
Knowledge or information  which is generally  known to the public or the medical
community shall not constitute trade secrets or confidential information for the
purposes of this subsection (b).

     (c) In the  event of any  breach  or  threatened  breach  of the  Advisor's
obligations  described  in  subsection  (a) or  (b) of  this  Section  7,  it is
acknowledged that the Company will be irreparably  harmed,  and thus the Company
shall be entitled only to seek  injunctive  relief  enforcing the obligations of
the Advisor hereunder without the necessity of posting a bond.

     8. It is  recognized  and agreed  that this  Agreement  does not create the
relationship of employer and employee between the Advisor and the Company,  but,
rather,  that the services to be performed  hereunder  shall be performed by the
Advisor as an independent  contractor.  Accordingly,  each of the parties hereto
agrees  not to hold  itself  out in any  manner  contrary  to the  terms of this
Agreement  and none of the parties  hereto shall be or become liable or bound by
any  representation,  act, omission or agreement  whatsoever of any other party.
Neither the Company nor the Advisor shall have the right to make any contract or
commitment  on  behalf of the  other or the  authority  to bind the other in any
manner.

     9. In  consideration  of the payments to be made to the Advisor pursuant to
this Agreement,  the Advisor hereby releases and discharges Vasomedical from all
claims, liabilities,  promises, contracts, agreements, obligations and causes of
action,  known or unknown,  fixed or  contingent,  in any way connected with any
transaction,  event,  act or omission  occurring on or prior to the date of this
Agreement, including any of the matters at issue in a certain lawsuit pending in
the  Supreme  Court,  Nassau  County  predicated  upon an alleged  breach by the
Company of a  Registration  Provision in a Warrant  issued to the Advisor  dated
February,  1996. The release (the "Release") described herein shall be expressly
subject to, and shall in no way  affect,  the  performance  by the Company of it
incumbent payment obligations to the Advisor under this Agreement.

     10. All notices, requests, demands and other communications hereunder shall
be in  writing,  and  shall be deemed  to have  been  duly  given if  personally
delivered,  or mailed  certified  mail,  return  receipt  requested,  or sent by
nationally recognized overnight courier service, to the parties at the addresses
first written above or to such other places as the parties may notify each other
in writing pursuant to this Section 10.

     11. This Agreement was executed by the parties in accordance with and shall
be governed and interpreted in accordance with the laws of New York.

     12. This Agreement  shall be binding upon and shall inure to the benefit of
the Advisor as well as the Company and their  successors  and assigns.  However,
nothing  herein  contained  shall  permit the Advisor to assign or delegate  his
rights or obligations hereunder,  except in the event of his death as prescribed
in Section 5.

     13.  This  Agreement  contains  the entire  agreement  between  the parties
relating to the subject  matter hereof and  supersedes as of the date hereof all
previous  agreements between the parties whether written or oral with respect to
the subject matter hereof. This Agreement may not be modified, altered, amended,
or the performance of any provision waived without the written agreement of both
parties hereto.
<PAGE>

     14. If any  provision  of this  Agreement  shall be held to be  invalid  or
unenforceable,  such invalidity or  unenforceability  shall not affect or impair
the validity or  enforceability  of the remaining  provisions of this Agreement,
which  shall  remain in full  force and  effect  and the  parties  hereto  shall
continue to be bound thereby.

     15. Any action,  proceeding or application  arising out of, relating to, or
in connection  with this  Agreement must be instituted or brought in the Supreme
Court of the State of New  York,  Nassau  County,  and to the  extent  possible,
referred  specifically to the Honorable  Leonard B. Austin for consideration and
determination.

     IN WITNESS WHEREOF,  the parties hereto have set their hands as of the date
first set forth above.


                                VASOMEDICAL, INC.

                                /s/ D/ Michael Deignan
                                ----------------------
                                By: D. MICHAEL DEIGNAN


                                /s/ Peter F. Cohn
                                ----------------------
                                DR. PETER F. COHN