Exhibit 10.1

                              AMENDMENT AND WAIVER
                              TO CREDIT AGREEMENT

     AMENDMENT  AND WAVER,  dated as of October  18,  2002 (the  "Amendment  and
Waiver"), with respect to the Credit Agreement dated as of February 21, 2002 (as
amended,  restated,  supplemented  or modified,  from time to time,  the "Credit
Agreement"),  by and  among  VASOMEDICAL,  INC.,  a  Delaware  corporation  (the
"Company")  and FLEET NATIONAL BANK, a national  banking  association  organized
under the laws of the United States of America (the "Bank").

                                    RECITALS

     The Company has requested and the Bank has agreed, subject to the terms and
conditions  of this  Amendment,  to amend and waive  certain  provisions  of the
Credit Agreement as herein set forth.

     Accordingly,  in  consideration of the premises and of the mutual covenants
and agreements hereinafter set forth, the parties hereto agree as follows:

     I.   Amendments.

     Section  1.1.  The  following  definitions  in  Section  1.01 of the Credit
Agreement  are hereby  amended  and  restated  in their  entirety  to provide as
follows:

     "Borrowing Base" shall mean an amount equal to seventy percent (70%) of the
     face amount of all Eligible Accounts of the Company, provided, however, the
     Bank may increase such  percentage from time to time in its sole discretion
     based upon the results of field exams and appraisals to be conducted by the
     Bank or its agents from time to time.

     "Consolidated  Tangible  Net Worth"  shall  mean,  for any period (a) total
     consolidated  assets of the Company  and its  Subsidiaries  (excluding  any
     intangible assets) less (b) deferred tax assets less (c) total consolidated
     liabilities of the Company and its Subsidiaries, in each case determined in
     accordance  with  Generally  Accepted  Accounting  Principles  applied on a
     consistent basis.

     "Revolving  Credit  Commitment"  shall mean the Bank's  obligation  to make
     Revolving  Credit Loans to the Company in an aggregate amount not to exceed
     (a) $2,000,000, at any time that Consolidated Net Income of the Company and
     its Subsidiaries, for the immediately preceding three-month period, is less
     than $1.00,  and (b) $5,000,000,  at any other time, as such amounts may be
     adjusted in accordance with the terms of this Agreement.

     Section 1.2. The last sentence of the definition of "Consolidated  EBIT" is
hereby amended and restated in its entirety to provide as follows:

     "All of the foregoing categories shall be calculated (without  duplication)
     for the fiscal quarter ending on the date of calculation thereof."

     Section 1.3. The last sentence of the definition of  "Consolidated  EBITDA"
is hereby  amended and restated in its  entirety to provide as follows:

     "All of the foregoing categories shall be calculated (without  duplication)
     for the fiscal quarter ending on the date of calculation thereof."

     Section 1.4. The  definition of "Eligible  Inventory" is hereby  deleted in
its entirety.

     Section 1.5. Section 2.01(a) of the Credit Agreement is amended by amending
and restating the first sentence thereof in its entirety to provide as follows:
<PAGE>

     "Subject to the terms and conditions,  and relying upon the representations
     and warranties set forth herein, and subject to the next sentence, the Bank
     agrees  to  make  loans   (individually  a  "Revolving  Credit  Loan"  and,
     collectively,  the  "Revolving  Credit  Loans") to the Company from time to
     time during the Revolving Credit Commitment Period, up to but not exceeding
     at any one time outstanding the amount of its Revolving Credit  Commitment;
     provided,  however,  that no Revolving  Credit Loan shall be made if, after
     giving effect to such  Revolving  Credit Loan,  the  aggregate  outstanding
     principal  amount of all  Revolving  Credit Loans at such time would exceed
     the lesser of (i) the Revolving Credit Commitment in effect at such time or
     (ii) the then current Borrowing Base.

     Section  1.6.  Section  3.1 is hereby  amended by  amending  and  restating
subsections "(a)" and "(b)" thereof in their entirety to provide as follows:

     "(a) Each Prime Rate Loan shall bear  interest for the period from the date
     thereof on the unpaid  principal  amount thereof at a fluctuating  rate per
     annum  equal to the Prime  Rate plus a margin of  one-half  of one  percent
     (.50%) per annum.

     (b) Each  LIBOR  Rate Loan  shall bear  interest  for the  Interest  Period
     applicable  thereto on the unpaid  principal  amount  thereof at a rate per
     annum equal to the Reserve  Adjusted  Libor  determined  for each  Interest
     Period  thereof in  accordance  with the terms  hereof plus a margin of two
     percent (2.0%) per annum."

     Section  1.7.  Section 5.02 of the Credit  Agreement  is hereby  amended by
adding the following new subsection  "(e)"  immediately  after  subsection "(d)"
thereof:

     "(e) Borrowing Base Certificate.  On the date of each borrowing  hereunder,
     the Company  shall have  delivered to the Bank a duly  completed  Borrowing
     Base Certificate, dated such date and signed by the Chief Financial Officer
     of the Company."

     Section 1.8.  Section 5.03(d) of the Credit Agreement is hereby amended and
restated in its entirety to provide as follows:

     "(d)  Availability.  After giving effect to any requested  Revolving Credit
     Loan, (i) the outstanding  principal  amount of the Revolving  Credit Loans
     shall not exceed the lesser of (A) the then current  Borrowing Base and (B)
     the  Revolving  Credit  Commitment  then in  effect,  (ii)  cash  and  cash
     equivalents of the Company and its  Subsidiaries not subject to any Lien or
     other  restriction  shall  not be less  than  fifty  percent  (50%)  of the
     aggregate outstanding principal amount of the Revolving Credit Loans"

     Section 1.9.  Section 6.03(e) of the Credit Agreement is hereby amended and
restated in its entirety to provide as follows:

     "(e) as soon as available,  and in any event within twenty (20) days of the
     end of each calendar month, monthly accounts receivable agings summaries of
     the Company and a monthly Borrowing Base Certificate,  provided that at any
     time that there are no  outstanding  Revolving  Credit  Loans,  the Company
     shall  only  be  required  to  provide  to  the  Bank  quarterly   accounts
     receivables  agings  summaries,  within twenty (20) days of the end of each
     fiscal quarter;"

     Section 1.10. Section 7.02(h) of the Credit Agreement is hereby amended and
restated in its entirety to provide as follows:

     "(h) Intentionally omitted."
<PAGE>

     Section 1.11. Section 7.03(d) of the Credit Agreement is hereby amended and
restated in its entirety to provide as follows:

     "(d) Intentionally Omitted."

     Section 1.12.  Section 7.06 of the Credit  Agreement is hereby  amended and
restated in its entirety to provide as follows:

     "SECTION 7.06. Loans and  Investments.  Make or commit to make any advance,
     loan,  extension of credit, or capital contribution to, or purchase or hold
     beneficially any stock or other securities, or evidence of Indebtedness of,
     purchase  or acquire  all or a  substantial  part of the assets of, make or
     permit to exist any interest whatsoever in, any other Person except for (a)
     the  ownership of stock of its  Subsidiaries  as existing as of the Closing
     Date and (b) Eligible Investments. Notwithstanding anything to the contrary
     herein,  no  loans or  investments  shall be made to  Viromedics,  Inc.,  a
     Delaware corporation, at any time that it shall be an Inactive Subsidiary."

     Section 1.13. Section 7.13(a) of the Credit Agreement is hereby amended and
restated in its entirety to provide as follows:

     "(a) Leverage Ratio. Commencing with the fiscal quarter ending February 28,
     2003, permit the ratio of Consolidated  Funded Debt to Consolidated  EBITDA
     to be greater than the 2.25:1.00, at the end of any fiscal quarter."

     Section 1.14. Section 7.13(b) of the Credit Agreement is hereby amended and
restated in its entirety to provide as follows:

     (b) Interest  Coverage  Ratio.  Commencing  with the fiscal  quarter ending
     February 28, 2003,  permit the ratio of  Consolidated  EBIT to Consolidated
     Interest  Expense  to be less  than  5.00:1.00,  at the  end of any  fiscal
     quarter.

     Section 1.15. Section 7.13(c) of the Credit Agreement is hereby amended and
restated in its entirety to provide as follows:

     "(c)  Consolidated  Tangible Net Worth.  Permit  Consolidated  Tangible Net
     Worth to be less than the amount set forth below  opposite  the  applicable
     fiscal quarter:

Fiscal Quarter Ending                 Consolidated Tangible Net Worth
---------------------                 -------------------------------
November 30, 2002                  $12,583,651 (the "Reference Amount")
February 28, 2003 and the          The Reference Amount plus 50% of
last day of each fiscal quarter    Consolidated Net Income (but not net loss) of
thereafter                         the Company for the fiscal quarter then
                                   ending"

     Section  1.16.  Section  7.13(d) of the  Credit  Agreement  is amended  and
restated in its entirety to provide as follows:

     "(d)  Consolidated  Net Income.  Permit  Consolidated Net Income to be less
     than (i)  ($600,000),  for the fiscal quarter ending  November 30, 2002, or
     (ii) $1.00, at the end of any fiscal quarter thereafter with respect to the
     fiscal quarter then ending."

     Section 1.17.  Section 7.13 of the Credit  Agreement is further  amended by
adding the following new subsection "(f)" immediately following subsection "(e)"
thereof:
<PAGE>

     "(f)  Consolidated  Liquidity.  Permit  cash  and cash  equivalents  of the
     Company and its Subsidiaries not subject to any Lien or other  restriction,
     to be less than fifty percent (50%) of the aggregate  outstanding principal
     amount of the Revolving Credit Loans.

     Section  1.18.  Exhibit A and Exhibit F to the Credit  Agreement are hereby
amended and  replaced  with Exhibit A and Exhibit F,  respectively,  attached to
this Amendment and Waiver.

     II. Waiver.

     Section 2.1. The Bank hereby waives the Company's  compliance  with Section
7.13(a) of the Credit  Agreement,  Leverage Ratio,  for the fiscal quarter ended
August  31,  2002,  provided  that the  ratio  of  Consolidated  Funded  Debt to
Consolidated  EBITDA  was not less than  (0.93):1.00  at the end of such  fiscal
quarter.

     Section 2.2. The Bank hereby waives the Company's  compliance  with Section
7.13(b) of the Credit Agreement, Interest Coverage Ratio, for the fiscal quarter
ended  August  31,  2002,  provided  that  the  ratio  of  Consolidated  EBIT to
Consolidated  Interest Expense was not less than (25.07):1.00 at the end of such
fiscal quarter.

     Section 2.3. The Bank hereby waives the Company's  compliance  with Section
7.13(c),  Consolidated  Tangible Net Worth,  for the fiscal quarter ended August
31,  2002,  provided  that  Consolidated  Tangible  Net  Worth was not less than
$13,183,651 at the end of such fiscal quarter.

     Section 2.4. The Bank hereby waives the Company's  compliance  with Section
7.13(d) of the Credit Agreement, Consolidated Net Income, for the fiscal quarter
ended August 31, 2002,  provided that the  Consolidated  Net Income was not less
than ($4,234,278) at the end of such fiscal quarter.

     Section  2.5. The waivers set forth above are limited  specifically  to the
matters set forth above and for the specific instances and purposes given and do
not constitute,  directly or by implication,  a waiver or amendment of any other
provision  of the  Credit  Agreement  or a  waiver  of any  Default  or Event of
Default,  whether now existing or hereafter  arising  (except as contemplated by
Sections 2.1, 2.2, 2.3 and 2.4 above ).

     III. Miscellaneous.

     Section 3.1.  This  Amendment and Waiver shall become  effective  only upon
receipt by the Bank of (a) this  Amendment  and  Waiver,  duly  executed  by the
Company and the Guarantor,  (b) the Amended and Restated  Revolving Credit Note,
substantially  in the form of Exhibit A attached  hereto,  duly  executed by the
Company and (b) an amendment fee of $15,000.

     Section 3.2.  This  Amendment and Waiver shall be governed by and construed
in accordance with the laws of the State of New York.

     Section  3.3.  All terms used herein  shall have the same meaning as in the
Credit Agreement, as amended hereby, unless specifically defined herein.

     Section 3.4. This Amendment and Waiver shall constitute a Loan Document.

     Section 3.5. As expressly  amended hereby,  the Credit Agreement remains in
full force and effect in accordance with the terms thereof. The Credit Agreement
is ratified and  confirmed in all respects by the Company.  The  amendments  and
waivers herein are limited  specifically  to the matters set forth above and for
the  specific  instance  and  purposes  for which  given  and to not  constitute
directly or by implication an amendment or waiver of any other provisions of the
Credit Agreement or a waiver of any Event of Default or event which upon notice,
lapse of time or both would  constitute  an Event of Default  which may occur or
may have occurred under the Credit Agreement or any other Loan Document.

     Section  3.6.  The Company  hereby  represents  and  warrants  that (i) the
representations  and warranties by the Company  pursuant to the Credit Agreement

<PAGE>

and each other Loan  Document are true and correct on the date hereof,  and (ii)
after giving effect to this  Amendment and Waiver,  no Event of Default or event
which upon notice,  lapse of time or both would  constitute  an Event of Default
exists under the Credit Agreement or any other Loan Document.

     Section  3.7.  This  Amendment  and Waiver may be  executed  in one or more
counterparts, each of which shall constitute an original, but all of which, when
taken together, shall constitute but one Amendment and Waiver.

[next page is signature page]
<PAGE>


     IN WITNESS WHEREOF, the Company and the Bank have caused this Amendment and
Waiver to be duly executed by their duly  authorized  officers as of the day and
year first above written.

                                VASOMEDICAL, INC.


                        By: /s/ Joseph A. Giacalone
                        ---------------------------
                                Name: Joseph Giacalone
                                Title: Chief Financial Officer


                                FLEET NATIONAL BANK


                        By: /s/ Jeffrey A. Morris
                        -------------------------
                                Name:  Jeffrey A. Morris
                                Title: Senior Vice President

                                    CONSENT

The  undersigned,  not parties to the Credit  Agreement but as a Guarantor under
the Guaranty dated as of February 21, 2002, hereby acknowledges the terms of the
Amendment and Waiver  contained herein and confirms that its Guaranty is in full
force and effect.

                                180 LINDEN AVENUE CORPORATION


                        By: /s/ Joseph A. Giacalone
                        ---------------------------
                                Name: Joseph A. Giacalone
                                Title: Vice President

<PAGE>


                                   EXHIBIT A
                                   ---------

                   AMENDED AND RESTATED REVOLVING CREDIT NOTE

$5,000,000                                              Suffolk County, New York
                                                                October 18, 2002

     FOR  VALUE  RECEIVED,   VASOMEDICAL,  INC.,  a  Delaware  corporation  (the
"Company"), promises to pay to the order of FLEET NATIONAL BANK (the "Bank"), on
or before the Revolving Credit Commitment Termination Date, the principal amount
of FIVE MILLION DOLLARS ($5,000,000) or, if less, the unpaid principal amount of
all  Revolving  Credit  Loans made by the Bank to the  Company  under the Credit
Agreement referred to below.

     The Company also  promises to pay interest on the unpaid  principal  amount
hereof  from the date  hereof  until  paid in full at the rates and at the times
which shall be determined,  and to make principal repayments on this Note at the
times which shall be determined, in accordance with the provisions of the Credit
Agreement referred to below.

               This Note  is the  "Revolving  Credit  Note"  referred  to in the
                    Credit  Agreement  dated as of  February  21,  2002,  by and
                    between  the  Company  and  the  Bank  (as the  same  may be
                    amended,  modified or  supplemented  from time to time,  the
                    "Credit  Agreement")  and is issued pursuant to and entitled
                    to the benefits of the Credit  Agreement to which  reference
                    is hereby made for a more  complete  statement  of the terms
                    and  conditions  under  which  the  Revolving  Credit  Loans
                    evidenced hereby were made and are to be repaid. Capitalized
                    terms used herein without definition shall have the meanings
                    set forth in the Credit Agreement.

     Each of the Bank and any  subsequent  holder  of this Note  agrees,  by its
acceptance hereof,  that before transferring this Note it shall record the date,
Type and amount of each  Revolving  Credit  Loan and the date and amount of each
payment or prepayment of principal of each Revolving Credit Loan previously made
hereunder on the grid schedule annexed to this Note; provided, however, that the
failure of the Bank or holder to set forth such Revolving Credit Loans, payments
and other  information  on the attached  grid  schedule  shall not in any manner
affect the obligation of the Company to repay the Revolving Credit Loans made by
the Bank in accordance with the terms of this Note.

     This Note is subject to  optional  and  mandatory  prepayments  pursuant to
Section 3.03 of the Credit Agreement.

     Upon the  occurrence  of an Event of  Default,  the  unpaid  balance of the
principal  amount of this Note  together  with all accrued  but unpaid  interest
thereon,  may  become,  or may be declared to be, due and payable in the manner,
upon the conditions and with the effect provided in the Credit Agreement.

     All  payments of  principal  and  interest in respect of this Note shall be
made in lawful money of the United  States of America in  immediately  available
funds at the office of Fleet  National  Bank,  located at 300 Broad Hollow Road,
Melville,  New York  11747 or at such  other  place  as shall be  designated  in
writing for such purpose in accordance with the terms of the Credit Agreement.

     No reference  herein to the Credit  Agreement and no provision of this Note
or the Credit  Agreement  shall alter or impair the  obligation  of the Company,
which is absolute  and  unconditional,  to pay the  principal of and interest on
this Note at the place,  at the  respective  times,  and in the currency  herein
prescribed.

     This Note amends and  restates in its  entirety  and given in  substitution
for, but not in satisfaction of, that certain  Revolving Credit Note dated as of
February  21,  2002,  issued by the Company in favor of the Bank in the original

<PAGE>

principal sum of $15,000,000.00 (the "Original Note"). In addition to evidencing
the  indebtedness  formerly  evidenced  by the  Original  note,  this Note shall
evidence any accrued and unpaid interest on the Original Note.

     The  Company  and  endorsers  of this Note  waive  presentment,  diligence,
demand, protest, and notice of any kind in connection with this Note.

     THIS NOTE SHALL BE  GOVERNED  BY, AND SHALL BE  CONSTRUED  AND  ENFORCED IN
ACCORDANCE  WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO PRINCIPLES
OF CONFLICTS OF LAW.

     IN WITNESS  WHEREOF,  the Company  has caused this Note to be executed  and
delivered  by its  duly  authorized  officer,  as of the day and year and at the
place first above written.


                                VASOMEDICAL, INC.


                        By: /s/ Joseph A. Giacalone
                        ---------------------------
                                Name:   Joseph A. Giacalone
                                Title:  Chief Financial Officer

<PAGE>


                                    SCHEDULE


Date      Principal    Type              Applicable   Amount of       Notation
 of       Amount of    of     Interest   Interest     Principal       Made
Loan      Loan         Loan   Rate       Period       Paid            By
----      ---------    ----   --------   ----------   ---------       --------
<PAGE>
                                   EXHIBIT F
                                   ---------

                          FORM OF NOTICE OF BORROWING

                                                        [Date]
Fleet National Bank
300 Broad Hollow Road
Melville, New York 11747
Attention: Jeffrey A. Morris,
           Senior Vice President

                Re:  Vasomedical, Inc.
Gentlemen:

     Pursuant to the Credit  Agreement  dated as of February 21,  2002,  (as the
same may have been and may hereafter be amended,  modified or  supplemented  the
"Credit  Agreement") by and among Vasomedical,  Inc. and Fleet National Bank, we
hereby give you  irrevocable  notice that we request a Revolving  Credit Loan as
follows:

        1.      Amount of Loan:         $____________
        2.      Borrowing Date:         _____________
        3.      Type of Loan:           [Prime Rate Loan] [LIBOR Rate Loan]
        4.      Interest Period:        [Specify 1, 2, 3, or 6 months]

     We hereby certify that (i) the representations and warranties  contained in
the Credit Agreement and the other Loan Documents are true, correct and complete
on and as of the date  hereof to the same extent as though made on and as of the
date hereof;  (ii) no Default or Event of Default has occurred and is continuing
under the  Credit  Agreement  or will  result  after  giving  effect to the Loan
requested  hereunder;  (iii)  the  Company  has  performed  all  agreements  and
satisfied all conditions under the Credit Agreement  required to be performed by
it on or before the date  hereof;  (iv)  after  giving  effect to the  requested
Revolving Credit Loan, the outstanding  principal amount of the Revolving Credit
Loans shall not exceed the lesser of (a) the current  Borrowing Base and (b) the
Revolving  Credit  Commitment  currently  in  effect,  and  (v)  cash  and  cash
equivalents of the Company and its Subsidiaries not subject to any Lien or other
restriction  is not less than fifty percent  (50%) of the aggregate  outstanding
principal  amount  of  the  Revolving  Credit  Loans  (including  the  requested
Revolving Credit Loan).

     Capitalized  terms used  herein but not defined  shall have the  respective
meanings given to them in the Credit Agreement.

     IN WITNESS WHEREOF, the Company has caused this document to be executed and
delivered by its Executive Officer as of the date written above.

                                VASOMEDICAL, INC.

                                By: ________________________
                                Title:  Chief Financial Officer