**EXHIBIT
      10.2**





MODIFICATION
      AGREEMENT








This
      Agreement entered into this **29th** day of August **,
      2005** by
      and
      between [among] **CAS
      Medical Systems, Inc.,** a
      Connecticut corporation with a place of business at 44 East Industrial Road,
      Branford, CT 06405 Connecticut (the “ *Borrower* ”),
      and **NEWALLIANCE
      BANK** ,
      a
      Connecticut banking corporation with an office at 195 Church Street, New Haven,
      Connecticut (the “ *Bank* ”).








W
      I T
      N E S S E T H





**WHEREAS** ,
      the
      Bank made a commercial loan to Borrower in the original amount of **Three
      Million and 00/100**  **Dollars
      ($3,000,000.00** )
      (the
“ *Loan* ”),
      which
      Loan is evidenced by a Line of Credit Loan Agreement in said amount dated **August
      10, 2004**





**WHEREAS** ,
      the
      Borrower secured its obligations to the Bank under the Note by granting a
      security interest (the “ *Security
      Interest* ”)
      in
      certain Collateral as more particularly described in a Security Agreement
      dated **August 10, 2004** (the
“ *Security
      Agreement* ”);
      and





**WHEREAS** ,
      as a
      condition of the Loan, the Guarantor guaranteed all of the Borrower’s
      liabilities to Bank pursuant to a [Limited Recourse] Guaranty Agreement dated **N/A** (the
“ *Guaranty* ”);
      and





**WHEREAS** ,
      in
      connection with the Note and Security Agreement, the parties executed and
      delivered various other documents, instruments and/or indemnities to the Bank
      (hereinafter referred to collectively, together with the Note, and Security
      Agreement, as the “ *Loan
      Documents* ”);
      and





**WHEREAS** ,
      the
      Borrower and the Bank have agreed to modify the Note and other Loan Documents
      as
      more particularly set forth below.





**NOW,
      THEREFORE** ,
      in
      consideration of the mutual promises and covenants contained herein, the parties
      hereto agree as follows:





1. As
      of the
      date of this Agreement the outstanding principal balance due Bank under the
      Note
      is **ZERO
      DOLLAR AND 00/100 Dollars**  **($.00).**





2. The
        Note
        is hereby modified in the following respects:





(i) The
      date
      of **“September
      1, 2005”** appearing in Section III (1) of the Note is deleted and the date of **“September
      1, 2007”** is
      substituted therefor.





3. No
      modification made pursuant to this Agreement shall in any way affect Borrower’s
      obligation to pay the outstanding principal amount due under the Note **ON
      DEMAND** .





4. The
      Loan
      Documents are hereby modified to incorporate the terms contained in this
      Agreement. Any reference to the Note in any Loan Document shall mean the Note
      as
      modified by this Agreement. Any default in this Agreement shall be an Event
      of
      Default as defined in the Note.





5. The
      Borrower
      and the Guarantor reaffirm all of the representations, warranties, covenants
      (both affirmative and negative), waivers and indemnities contained in the Loan
      Documents. All representations, warranties and covenants set forth in the Loan
      Documents are true and correct as if made on the date hereof.





6. The
      Guarantor hereby consents to the modifications contained herein and hereby
      ratifies and









confirms:
      (a) that the Guarantor unconditionally guaranties to the Bank the payment and
      performance from and by the Borrower of the liabilities as defined in the
      Guaranty and (b) such liabilities include, without limitation, the Note as
      modified hereby. The Guarantor acknowledges that the Guarantor’s reaffirmation
      and ratification of the Guarantor’s Guaranty is a material inducement for the
      Bank to enter into this Agreement and that the Bank would not do so without
      the
      Guarantor’s reaffirmation and ratification. This Agreement and the Guaranty are
      the Guarantor’s valid and binding obligations enforceable against the Guarantor
      in accordance with their terms. The Guarantor agrees that the Guarantor’s
      Guaranty shall be joint and several with any other guarantor of the Obligations,
      as that term is defined in the Guaranty.





7. The
      Borrower and the Guarantor represent, acknowledge and affirm that neither of
      them has any claim, defense, offset or counterclaim whatsoever against the
      Bank
      with respect to the Note, Security Agreement, Guaranty or any other Loan
      Document, or the modifications made herein, and that the Bank is relying on
      this
      representation in agreeing to the Modifications herein set forth. The Borrower
      and the Guarantor further acknowledge that the Bank would not agree to said
      modifications unless the Borrower and the Guarantor made the representations,
      acknowledgements and affirmations contained in this paragraph and elsewhere
      in
      this Agreement, freely and willingly after the opportunity to consult with
      their
      attorneys. The Borrower further represents that this Agreement and all of the
      Loan Documents executed by it are its valid and binding obligations and
      enforceable in accordance with their terms and that no Event of Default (as
      defined in the Note) has occurred nor has there occurred any event of condition
      which, with the giving of notice or the passage of time or both would constitute
      an Event of Default.





8. In
      furtherance of the immediately preceding paragraph, the Borrower and the
      Guarantor hereby release, and forever discharge the Bank, its officers, agents,
      successors and assigns, from any and all claims, actions, causes of action,
      obligations and liabilities of any kind known or unknown which the Borrower
      or
      the Guarantor have or may have as of the date hereof whether relating to the
      Note, the Security Agreement, the Guaranty, this Agreement, any other Loan
      Document or any of the transactions contemplated hereby or consummated in
      connection herewith, or any negotiations in connection with any of the
      foregoing.





9. The
      parties agree that nothing contained herein shall in any way impair the Note,
      Guaranty, or any other Loan Document. The parties further agree that nothing
      contained herein or modified pursuant to this Agreement shall affect or be
      construed to affect the security interest in the Collateral (as that term is
      defined in the Security Agreement) or the priority of same over other liens,
      charges and encumbrances, or release or affect the liability of any other party
      or parties who may now or hereafter be liable under, pursuant to, or on account
      of the Note.





10. Except
      as
      modified by this Agreement, the Note, Guaranty, and all other Loan Documents
      shall remain unchanged and in full force and effect. The Borrower and the
      Guarantor shall keep and perform all of the terms and agreements contained
      therein as may be applicable to them. Unless otherwise defined in this Agreement
      all capitalized terms shall have the same meaning as used in the
      Note.





11. This
      Agreement shall be construed under the laws of the State of Connecticut and
      shall be binding upon and inure to the benefit of the parties hereto, their
      respective heirs, successors and assigns. This Agreement may only be amended
      in
      writing. As appropriate, the use of the singular tense in this Agreement shall
      include the plural and the use of any gender shall include the masculine,
      feminine and neuter.





12. In
      the
      event there is no guarantor of the Note, all references to “Guarantor” or
“Guaranty” shall have no force or effect and shall not affect the validity of
      this Agreement.













**IN
      WITNESS WHEREOF** ,
      the
      parties hereto have caused this Agreement to be duly executed as of the day
      and
      year first above written.





Signed,
      Sealed and Delivered


In
      the
      Presence Of:


**NEWALLIANCE
              BANK**Date:
            By:
            /s/ Joy
              E. RogersJoy
              Ellen Rogers, Vice PresidentBusiness
              Banking Department


**CAS
              Medical Systems, Inc**.**(BORROWER)**Date:
            By:
            /s/ Louis
              P. SchepsITS:
              President