January
      13, 2008

    


     

    Vycor
      Medical LLC

    80
      Orville Drive

    Suite
      100

    Bohemia,
      NY 11716

    Att:
      Kenneth Covello

    


    
      	 	
              Re:
                

            	
              Retainer
                for Legal Representation for Registration
                Statement

            


    

    


    Dear
      Mr.
      Coviello

    


    This
      letter sets forth our understanding whereby Vycor Medical LLC. or successors
      (“You” or the “Company”) has engaged this firm to represent the Company in
      connection with (i) preparing and filing the Company’s selling shareholder
      Registration on Form SB-2 and responding to all SEC legal comments in connection
      therewith until the comment process is complete as well as acting as liaison
      with Company’s management and outside accountants and consultants. (hereinafter
      collectively referred to as the “Matter”). In connection therewith, our
      understanding and agreement and fee structure is as follows: 

    


    
      	 	
              1.

            	
              (i)
                

            	
              If
                Regent invests than $60,000 in connection with the preparation and
                filing
                of the Registration Statement and continuing until the end of the
                Securities and Exchange Commission (“SEC”) Comment process.
                

            


    

    
      	 	
              (ii)

            	
              The
                fees shall be paid as follows: (a) $20,000 upon the signing of this
                agreement (b) $20,000 upon the filing of the Registration Statement
                and
                (c) $20,000 upon the effectiveness of the Registration Statement.
                

            


      	 	(iii)	In the event Regent does not invest we will agree
              to take
              up to half of this fee ($30,000 in value) in common stock of the Company
              at a market capitalization of $1,750,000. We will seek to register
              the
              stock on the aforementioned registration statement. Payments will be
              $10,000 upon signing, $10,000 upon filing and $10,000 upon effectiveness.
              All common stock would be due upon filing of Registration
              Statement


    

     

    2.
      At
      your request, we may also undertake to represent you with respect to other
      ongoing and new matters ("New Matters"). We will discuss such New Matters with
      you before work is commenced by us. Such New Matters will be billed to you
      at
      either our hourly rate or at a fixed project rate or monthly rate to be agreed
      to in advance of such work being performed. 

    


    For
      any
      New Matters, which are billed on an hourly basis, we shall keep records of
      the
      time we expend on your matter and will bill you for this time on a monthly
      basis. You will receive a monthly statement, detailing the services performed.
      New
      Matters may include documentation relating to financing transactions, converting
      the company to a C corporation, Blue Sky filings and preparation of Form 15c-211
      for NASD listings and other general corporate matters.

     

    

     

    

      61
        Broadway New York, New York 10006 212-930-9700 212-930-9725 Fax

      www.srff.com

    

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    


    


    We
      assign
      hourly rates for each member of our legal staff based upon years of experience,
      specialization and level of professional attainment. The rates per hour of
      those
      persons who are expected to work on your matters are $175.00 per hour for
      paralegals, $375.00 to $450.00 per hour for associates, and $500.00 to $600
      for
      partners.

     

    3.
       The
      fees
      set forth above do not include out-of-pocket expenses associated with the
      Matter, which the Company may pay directly.

    


    4.
      This
      Agreement shall be governed by the laws of the State of New York and venue
      for
      any action hereunder shall be in New York County, New York. In the event there
      is a fee dispute, you may be entitled to have the dispute resolved through
      arbitration, pursuant to Part 137 of the Rules of the Chief Administrator of
      the
      Courts of the State of New York. 

     

     

    5. The
      payment of fees to us in the form of shares of common stock of the Company
      necessitates our informing you or reminding you of several things.

    


     

    
      	 	
              (i)

            	
              Our
                firm may generally be retained on either an hourly or flat fee basis,
                and
                that in either such case we may be paid in the form of cash and/or
                securities of the Company. After discussing these matters with you,
                and at
                your request, we may agree to accept payment from you for our services
                in
                the form of a combination of cash and securities of the Company.
                For the
                specific services outlined herein, we have reached this arrangement
                after
                giving consideration to the Company’s need to preserve and maintain cash
                for its continued business
                operations.

            


    

     

    
      	 	
              (ii)

            	
              You
                acknowledge and understand that the value of the securities may increase
                or decrease and you also recognize that the value that we may ultimately
                receive from the sale of such securities may be greater or lesser
                than the
                fees that we would otherwise have charged for such matters if you
                were to
                have paid us cash for such services. As a result, you agree that
                such fee
                arrangements are reasonable in light of such circumstances and
                considerations.

            


    

     

    
      	 	
              (iii)

            	
              As
                a result of our arrangement to be paid, in part, in the form of securities
                of the Company, we are required to inform you of the potential for
                a
                conflict of interest that may arise by virtue of our financial, business
                or personal interests that may result from our being a shareholder
                of the
                Company, which interests may be different from the interests typically
                present in an attorney-client relationship. Accordingly, we are required
                to advise you of your right to seek independent counsel with respect
                to
                our fee arrangement, and to obtain your written consent to such
                arrangement. Please note that we are not aware of anything that would
                indicate that our activities have been in any way limited by a financial
                interest of the firm or any lawyer in the firm. Nonetheless, before
                proceeding further, we felt that it was important that you consider
                the
                matters discussed in this letter.

            


    

     

    If
      this
      arrangement meets with your approval, please sign the enclosed copy of this
      letter and return it to us. Naturally, if you have any questions, please feel
      free to contact us at any time.

     

    

     

    

      61
        Broadway New York, New York 10006 212-930-9700 212-930-9725 Fax

      www.srff.com


    

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    


    


    Very
      truly yours,

    


    


    SICHENZIA
      ROSS FRIEDMAN FERENCE LLP

    


    


    By:
      ____________________________

     

    Agreed
      and Accepted this

    ____
      Day
      of January, 2008

    


    Vycor
      Medical LLC

    


    By:_______________________________

    


    Wire
      to:   Citibank

    666
      Fifth
      Avenue

    New
      York,
      NY 10103

    A/C
      of
      Sichenzia Ross Friedman Ference LLP

    A/C#:  
      49206659

    ABA#:  
      021000089

    SWIFT
      Code: CITIUS33

     

    


    

      61
        Broadway New York, New York 10006 212-930-9700 212-930-9725 Fax

      www.srff.com