Exhibit 10.1

                           AMENDMENT NO. 2 AND WAIVER
                              TO CREDIT AGREEMENT

     AMENDMENT NO. 2 AND WAIVER,  dated as of April 10, 2003 (the "Amendment and
Waiver"), with respect to the Credit Agreement dated as of February 21, 2002, as
amended by the Amendment and Waiver to Credit Agreement, dated as of October 18,
2002 (as further 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. Notwithstanding anything to the contrary herein, in the Credit
Agreement or in any other Loan  Document,  the Bank and the Company hereby agree
that  until  such time that the  Collateral  Pledge  Agreement  (as  hereinafter
defined)  shall be  terminated  and the  Company  shall no longer be required to
pledge  Account Assets (as defined in the  Collateral  Pledge  Agreement) to the
Bank, the Company's compliance with Sections 3.03(a), 3.04(a), 5.02(e), 6.03(e),
and 7.13 of the Credit Agreement shall be waived.

     Section 1.2. The following  definitions are hereby added to Section 1.01 of
the Credit Agreement in their appropriate alphabetical order:

          "Account  Assets"  shall  have the  meaning  given to such term in the
          Collateral Pledge Agreement.

          "CD Rate"  shall mean a rate per annum  equal to the rate of  interest
          currently  accruing  on  those  Account  Assets  pledged  to the  Bank
          pursuant to the Collateral  Pledge Agreement at any time plus a margin
          of one  percent  (1.0%)  per annum.  Changes  in the rate of  interest
          resulting  from changes in rate of interest  applicable to the Account
          Assets shall take place  immediately  without  notice or demand of any
          kind.

          "CD Rate  Loans"  shall mean Loans at such time as they are being made
          and/or  maintained  at a rate  of  interest  based  on  the  CD  Rate.
          "Collateral   Pledge  Agreement"  shall  mean  the  Collateral  Pledge
          Agreement,  in the form  attached  hereto  as  Exhibit  G, as same may
          hereafter be amended,  restated,  supplemented  or otherwise  modified
          from time to time.

          "Loan  Value"  shall  have  the  meaning  given  to  such  term in the
          Collateral Pledge Agreement.


     Section  1.3.  The  following  definitions  in  Section  1.01 of the Credit
Agreement  are hereby  amended  and  restated  in their  entirety  to provide as
follows:

          "LIBOR Rate  Election"  shall mean the notice  given by the Company in
          accordance  with Section 2.01(b) hereof wherein the Company selects or
          continues a LIBOR Rate Loan or converts a Prime Rate Loan or a CD Rate
          Loan to a LIBOR Rate Loan.

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<PAGE>

     "Security  Documents"  shall mean the Security  Agreement,  the  Collateral
Pledge Agreement,  and each other collateral  security document delivered to the
Bank hereunder.

     "Type"  shall mean as to any Loan its status as a Prime Rate Loan,  a LIBOR
Rate Loan or a CD Rate Loan.

     Section 1.4. The definition of the term  "Interest  Period" in Section 1.01
of the Credit  Agreement is hereby  amended by amending and restating  paragraph
"(a)" thereof as follows:

          "(a) initially, the period commencing on the date such LIBOR Rate Loan
          is made and  ending  one,  two,  three or six  months  thereafter,  as
          selected by the Company in its Notice of Borrowing or in its notice of
          conversion  from a Prime  Rate Loan or a CD Rate Loan to a LIBOR  Rate
          Loan provided,  in each case, in accordance with the terms of Articles
          II and III hereof; and"

     Section 1.5.  Sections  2.01(a) and (b) of the Credit Agreement are amended
and restated in their entirety provide as follows:

          "(a)  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  Loan  Value.  During the  Revolving  Credit  Commitment
          Period,  the Company may from time to time borrow,  repay and reborrow
          hereunder  on or after  the date  hereof  and  prior to the  Revolving
          Credit Commitment  Termination Date, subject to the terms,  provisions
          and  limitations set forth herein.  The Revolving  Credit Loans may be
          (A) LIBOR Rate Loans,  (B) Prime Rate Loans, (C) CD Rate Loans, or (D)
          a combination thereof.

          (b) The Company  shall give the Bank  irrevocable  written  notice (or
          telephonic notice promptly  confirmed in writing) not later than 11:00
          a.m. (New York, New York time), two Business Days prior to the date of
          each  proposed  LIBOR Rate Loan under  this  Section  2.01 or prior to
          11:00  a.m.  (New York,  New York  time) on the date of each  proposed
          Prime Rate Loan and CD Rate Loan under this Section 2.01.  Such notice
          shall be irrevocable  and shall specify (i) the amount and Type of the
          proposed borrowing,  (ii) the proposed use of the loan proceeds, (iii)
          the  initial  Interest  Period  if a LIBOR  Rate  Loan,  and  (iv) the
          proposed  Borrowing Date. Except for borrowings which utilize the full
          remaining amount of the Revolving Credit Commitment, each borrowing of
          a Prime  Rate Loan or CD Rate Loan shall be in an amount not less than
          $100,000  or,  if  greater,  whole  multiples  of  $100,000  in excess
          thereof.  Each  borrowing  of a LIBOR Rate Loan shall be an amount not
          less than $100,000 or whole  multiples of $100,000 in excess  thereof.
          Funding of all Loans shall be made in accordance  with Section 3.12 of
          this Agreement."

     Section  1.6.  Subsection  "(a)",  "(b)",  and "(e)" of Section 3.01 of the
Credit Agreement are hereby amended and restated 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.  Each CD 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 CD Rate.

                                       2
<PAGE>

          (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 one percent (1.0%) per annum.

          (e) The  Company  may elect from time to time to  convert  outstanding
          Loans  from  LIBOR  Rate Loans to Prime Rate Loans or CD Rate Loans by
          giving the Bank at least two Business Day's prior irrevocable  written
          notice of such  election,  provided that any such  conversion of LIBOR
          Rate Loans  shall only be made on the last day of an  Interest  Period
          with  respect  thereto  or upon  the  date of  payment  in full of any
          amounts owing pursuant to Section 3.08 as a result of such conversion.
          The Company may elect from time to time to convert  outstanding  Loans
          from  Prime  Rate Loans or CD Rate Loans to LIBOR Rate Loans by giving
          the Bank  irrevocable  written  notice of such election not later than
          11:00 a.m. (New York,  New York time),  two Business Days prior to the
          date of the proposed conversion.  All or any part of outstanding Prime
          Rate  Loans or CD Rate  Loans may be  converted  as  provided  herein,
          provided  that each  conversion  shall be in the  principal  amount of
          $100,000 or whole multiples of $100,000 in excess thereof, and further
          provided  that no Default or Event of Default  shall have occurred and
          be  continuing.  Any conversion to or from a LIBOR Rate Loan hereunder
          shall be in such  amounts and be made  pursuant to such  elections  so
          that, after giving effect thereto,  the aggregate  principal amount of
          all LIBOR Rate Loans having the same Interest Period shall not be less
          than $100,000."

     Section 1.7.  Section 3.03 of the Credit Agreement is amended by (a) adding
the phrase "or CD Rate Loans" immediately following each reference to the phrase
"Prime Rate Loans" in  subsection  "(b)"  thereof,  (b) amending  and  restating
subsection  "(c)"  therein  and by  adding a new  subsection  "(d)"  therein  as
follows:

          "(c) In the event the Loan  Value of the  Collateral  (as such term is
          defined in the Collateral  Pledge  Agreement) is at any time less than
          the aggregate  principal amount of the Loans, the Company shall make a
          prepayment of the Loans in an amount sufficient to cause the principal
          amount outstanding of the Loans after giving effect to such payment to
          be less than or equal to the Loan Value of the Collateral.

          (d) Each  prepayment  of principal of a Loan  pursuant to this Section
          3.03 shall be accompanied  by accrued  interest to the date prepaid on
          the amount prepaid.  Partial  prepayments of any Loan shall be applied
          first to outstanding  Prime Rate Loans, then to CD Rate Loans and then
          to LIBOR Rate Loans in such order as the Bank shall  determine  in its
          sole and absolute discretion."

     Section  1.8.  Sections  3.05,  3.06 and 3.08 of the Credit  Agreement  are
hereby  amended  by (a)  adding  the  phrase  "or a CD  Rate  Loan"  immediately
following  each  reference  therein  to the  phrase "a Prime  Rate Loan" and (b)
adding  the phrase  "or CD Rate  Loans"  immediately  following  each  reference
therein to the phrase "Prime Rate Loans".

     Section 1.9.  Section 5.02(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, the outstanding  principal amount of the Revolving Credit
          Loans shall not exceed the lesser of (A) the then  current  Loan Value
          and (B) the Revolving Credit Commitment then in effect"

     Section  1.10.  Exhibit F to the Credit  Agreement  is hereby  amended  and
replaced  with  Exhibit F  attached  to this  Amendment  and  Waiver.  Exhibit G
attached to this Amendment and Waiver is hereby added as Exhibit G to the Credit
Agreement.

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<PAGE>

     II. Waivers.
         -------

     Section 2.1. 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  February  28,  2003,  provided  that the  ratio of  Consolidated  EBIT to
Consolidated  Interest  Expense was not less than  1.83:1.00  at the end of such
fiscal quarter.

     Section 2.2. The Bank hereby waives the Company's  compliance  with Section
7.13(c),  Consolidated Tangible Net Worth, for the fiscal quarter ended February
28,  2003,  provided  that  Consolidated  Tangible  Net  Worth was not less than
$12,520,000 at the end of such fiscal quarter.

     Section  2.3. 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 and 2.2 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,  and  (b) the  Collateral  Pledge  Agreement,  duly
executed by the Company, substantially in the form attached hereto as Exhibit G.

     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
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.

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<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 A. Giacalone
                                Title:    Chief Financial Officer

                                FLEET NATIONAL BANK


                                By:    /s/ Douglas J. Schumacher
                                ----------------------------------
                                Name:    Douglas J. Schumacher
                                Title:     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

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<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] [CD 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 Loan Value.

     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

<PAGE>
                                   EXHIBIT G
                                   ---------

                          COLLATERAL PLEDGE AGREEMENT


     For  value  received  and in  consideration  of one or more  loans or other
financial  accommodations  extended  by FLEET  NATIONAL  BANK  (the  "Bank")  to
VASOMEDICAL,  INC., a Delaware corporation (the "Pledgor"),  the Pledgor and the
Bank agree as follows:

     1. Definitions.

     "Account" means that account listed on Exhibit A

     "Account Assets" means Deposits and any other assets held from time to time
in the Account (all of which shall be  considered  "financial  assets" under the
UCC).

     "Collateral"  means:  (i) the Account  Assets;  (ii) all  additions to, and
proceeds,  renewals,  investments,   reinvestments  and  substitutions  of,  the
foregoing,  whether  or not  listed on  Exhibit  A; and (iii) all  certificates,
receipts and other instruments evidencing any of the foregoing.

     "Credit  Agreement" shall mean the Credit  Agreement,  dated as of February
21, 2002,  by and between the Pledgor and the Bank,  as same has been and may be
further amended, restated, modified or otherwise supplemented from time to time.

     "Deposits" means the deposits of the Pledgor with the Bank.

     "Event of  Default"  shall have the  meaning  assigned  to such term in the
Credit Agreement.

     "Loan Documents" shall have the meaning assigned to such term in the Credit
Agreement.

     "Obligations"  shall  have the  meaning  given to such  term in the  Credit
Agreement.

     "Revolving  Credit  Loans" shall have the meaning  assigned to such term in
the Credit Agreement.

     "UCC" means the Uniform  Commercial  Code in effect,  from time to time, in
the State of New York. Unless the context otherwise requires,  all terms used in
this Agreement which are defined in the UCC will have the meanings stated in the
UCC.

     2. Grant of Security Interest.

     As security for the payment of all the  Obligations,  the Pledgor  pledges,
transfers  and assigns to the Bank,  and grants to the Bank a security  interest
in, and right of set off against,  the Collateral.  Notwithstanding  anything to
the contrary herein, the security interest of the Bank in the Collateral, at any
time, shall not exceed the amount of the Obligations, at such time.

     3. Agreements of the Pledgor and Rights of the Bank.

     The  Pledgor  agrees as  follows  and  irrevocably  authorizes  the Bank to
exercise the rights listed below, at its option, for its own benefit,  either in
its own  name or in the  name  of the  Pledgor,  and  appoints  the  Bank as its
attorney-in-fact to take all action permitted under this Agreement.

     (a) Deposits: The Bank may: (i) renew the Deposits on terms and for periods
the Bank deems  appropriate;  (ii) demand,  collect,  and receive payment of any
monies or proceeds due or to become due under the  Deposits;  (iii)  execute any
instruments  required for the withdrawal or repayment of the Deposits;  and (iv)

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<PAGE>

in all respects, deal with the Deposits as the owner; provided that, as to (ii),
(iii) and (iv) above, until the occurrence of an Event of Default, the Bank will
only take that action if, in its  judgment,  failure to take that  action  would
impair its rights under this Agreement.

     (b) General:  The Bank may, in its name, or in the name of the Pledgor: (i)
file  financing  statements  under  the  UCC or any  other  filings  or  notices
necessary or desirable to create, perfect or preserve its security interest, all
without  notice  (except as required by  applicable  law and not  waivable)  and
without  liability except to account for property  actually received by it; (ii)
demand, sue for, collect or receive any money or property at any time payable or
receivable  on  account  of or in  exchange  for,  or  make  any  compromise  or
settlement  deemed  desirable with respect to, any item of the  Collateral  (but
shall be under no obligation to do so); and (iii) make any  notification or take
any other  action in  connection  with the  perfection  or  preservation  of its
security  interest or any  enforcement  of  remedies,  and retain any  documents
evidencing the title of the Pledgor to any item of the Collateral.

     The  Pledgor  agrees  that it will not (i) file or  permit  to be filed any
termination  statement  with respect to the  Collateral or any financing or like
statement  with respect to the  Collateral in which the Bank is not named as the
sole secured party, or (ii) sell, assign, or otherwise dispose of, or pledge, or
otherwise encumber the Collateral. At the request of the Bank the Pledgor agrees
to do all other things  which the Bank may deem  necessary or advisable in order
to perfect and preserve  the security  interest and to give effect to the rights
granted to the Bank under this  Agreement  or enable the Bank to comply with any
applicable laws or regulations. Notwithstanding the foregoing, the Bank does not
assume any duty with respect to the  Collateral  and is not required to take any
action to collect,  preserve or protect its or the Pledgor's  rights in any item
of the  Collateral.  The Pledgor  releases  the Bank and agrees to hold the Bank
harmless from any claims,  causes of action and demands at any time arising with
respect to this Agreement,  the use or disposition of any item of the Collateral
or any action taken or omitted to be taken by the Bank with respect thereto.

     4. Loan Value of the Collateral.

     The Pledgor agrees that at all times the aggregate Loan Value of Collateral
held pursuant to this Agreement shall not be less than the outstanding principal
amount of the  Revolving  Credit  Loans.  The  Pledgor  further  agrees that the
Account  Assets shall  consist  solely of cash or  financial  assets of the type
described on Schedule I hereto.  The Pledgor will, at the Bank's option,  either
supplement  the Collateral or make, or cause to be made, a payment or prepayment
of the Revolving Credit Loans to the extent necessary to ensure  compliance with
this provision or the Bank may liquidate  Collateral to the extent  necessary to
ensure compliance with this provision.  "Loan Value" means the value assigned by
the Bank from time to time to each item of the Collateral based upon the advance
rates described in Schedule 1 hereto.

     5. Representations and Warranties.

     The Pledgor  represents  and warrants that the Pledgor is the sole owner of
the  Collateral and the  Collateral is free of all  encumbrances  except for the
security interest in favor of the Bank created by this Agreement.

     6. Event of Default.

     Upon the occurrence and during the continuance of an Event of Default,  the
Bank will  have the  rights  and  remedies  under  the UCC and the other  rights
granted to the Bank under this  Agreement  and may exercise  its rights  without
regard to any premium or penalty from  liquidation of any Collateral and without
regard to the Pledgor's basis or holding period for any Collateral.

     Upon the occurrence and during the continuance of an Event of Default,  the
Bank may transfer the Collateral  into the name of the Bank or its nominee,  and
proceed  forthwith  to  collect,  receive,  appropriate  and  realize  upon  the
Collateral,  or any part  thereof  or may  assign or  otherwise  dispose  of and
deliver  the  Collateral,  or any  part  thereof,  as the  Bank in its  sole and

                                       2
<PAGE>

absolute  discretion deems appropriate without any liability for any loss due to
decrease in the market value of the  Collateral  during the period held,  in any
reasonable manner permissible under the UCC (except that, to the extent required
under the UCC,  the Bank shall  provide the Pledgor 10 days prior  notice of any
such sale).

     The Bank may  also,  in its  sole  discretion:  apply  any  portion  of the
Collateral, first, to all costs and expenses of the Bank, second, to the payment
of interest on the Obligations and any fees or commissions to which the Bank may
be entitled,  third, to the payment of principal of the Obligations,  whether or
not then due, and fourth, to the Pledgor.

     The  Pledgor  will  pay to the  Bank  all  expenses  (including  reasonable
attorneys' fees and legal expenses  incurred by the Bank) in connection with the
exercise of any of the Bank's rights or obligations  under this Agreement or the
Loan Documents.  The Pledgor will take any action requested by the Bank to allow
it to dispose of the Collateral.  Notwithstanding  that the Bank may continue to
hold Collateral and regardless of the value of the Collateral,  the Pledgor will
remain liable for the payment in full of any unpaid balance of the Obligations.

     7. Jurisdiction.

     The Pledgor hereby irrevocably  submits to the jurisdiction of any New York
State or United States federal court sitting in New York City, County of Nassau,
or  County  of  Suffolk,  over any  action  or  proceeding  arising  out of this
Agreement,  and the Pledgor hereby irrevocably agrees that all claims in respect
of such action or proceeding  may be held and  determined in such New York state
or federal  court.  The Pledgor  further  agrees  that any action or  proceeding
brought  against  the Bank may be  brought  only in a New York  state or  United
States  federal court  sitting in New York county.  The Pledgor  hereby  further
irrevocably  consents to the service of process in any such action or proceeding
in either  of said  courts  by  mailing  thereof  by the Bank by  registered  or
certified mail, postage prepaid,  to the Pledgor at its address specified on the
signature page hereof,  or at the Pledgor's  most recent mailing  address as set
forth in the records of the Bank.

     The Pledgor  agrees that a final  judgment in any such action or proceeding
shall be  conclusive  and may be enforced in any other  jurisdiction  by suit or
proceeding  in such  state and  hereby  waives  any  defense  on the basis of an
inconvenient  forum.  Nothing herein shall affect the right of the Bank to serve
legal  process in any other  manner  permitted by law or affect the right of the
Bank to bring any action or  proceeding  against the Pledgor or its  property in
the courts of any other jurisdiction.

     8. Waiver of Jury Trial.

     THE PLEDGOR AND THE BANK EACH WAIVE ANY RIGHT TO JURY TRIAL.

     9. Notices.

     Wherever  this  Agreement  provides for notice to either  party  (except as
expressly  provided  to the  contrary),  it shall be in writing and given in the
manner and to the addresses specified in Section 9.01 of the Credit Agreement.

     10. Miscellaneous.

     (a) This  Agreement  shall be binding on the Pledgor and its successors and
assigns  and  shall  inure to the  benefit  of the Bank and its  successors  and
assigns,  except  that  the  Pledgor  may not  delegate  any of its  obligations
hereunder without the prior written consent of the Bank.

     (b) No amendment or waiver of any  provision of this  Agreement nor consent
to any  departure by the Pledgor  will be effective  unless it is in writing and
signed by the Pledgor and the Bank and will be effective  only in that  specific

                                       3
<PAGE>

instance and for that  specific  purpose.  No failure on the part of the Bank to
exercise,  and no delay in  exercising,  any right  will  operate as a waiver or
preclude any other or further exercise or the exercise of any other right.

     (c) The  rights and  remedies  in this  Agreement  are  cumulative  and not
exclusive of any rights and remedies  which the Bank may have under law or under
other agreements or arrangements with the Pledgor.

     (d) The provisions of this  Agreement are intended to be severable.  If for
any reason any provision of this  Agreement is not valid or enforceable in whole
or in part in any jurisdiction, that provision will, as to that jurisdiction, be
ineffective to the extent of that invalidity or unenforceability  without in any
manner affecting the validity or enforceability in any other jurisdiction or the
remaining provisions of this Agreement.

     (e) The Pledgor hereby waives  presentment,  notice of dishonor and protest
of all  instruments  included in or evidencing the Obligations or the Collateral
and any other notices and demands, whether or not relating to those instruments.

     (f) This  Agreement  may be executed in two or more  counterparts,  each of
which shall  constitute an original,  but all of which,  taken  together,  shall
constitute one and the same instrument.

     (g) THIS AGREEMENT IS GOVERNED BY AND CONSTRUED ACCORDING TO THE LAW OF THE
STATE OF NEW YORK WITHOUT  GIVING  EFFECT TO PRINCIPLES OF CONFLICT OR CHOICE OF
LAWS.

                                       4

<PAGE>


     IN WITNESS  WHEREOF,  the Pledgor has signed this Agreement as of this 10th
day of April, 2003.

PLEDGOR:

VASOMEDICAL, INC.


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

ACCEPTED:

FLEET NATIONAL BANK


By:    /s/ Douglas J. Schumacher
----------------------------------
Name:    Douglas J. Schumacher
Title:     Vice President

                                       5
<PAGE>


                                                                       EXHIBIT A


DESCRIPTION OF THE COLLATERAL


     The following account and any successor account thereto and all assets held
or to be held therein:

Account                 Name
Number              of Account                 Entity Name
------              ----------                 -----------

                                              Vasomedical, Inc.

<PAGE>


                                                                      SCHEDULE 1


Collateral Type                                 Advance Rate
---------------                                 ------------
Bank Deposits                                   100%

Bank Certificate of Deposits                    100%