**Exhibit 10.6**

EXECUTION COPY 

**AMENDMENT NO. 1** (this “Amendment No. 1”) datedas of May 18, 2007 to the **LETTER OF CREDIT REIMBURSEMENT, GUARANTEE, SECURITY AND PLEDGE AGREEMENT** dated as of March 16, 2007 (as amended hereby, the “Reimbursement Agreement”), between **CUSTODIAL TRUSTCOMPANY** (“Bank”), a bank and trust company organized and existing under the laws of the State of New Jersey, **MEDICAL SOLUTIONS MANAGEMENT INC.**, a corporation organized and existing under the laws of the State of Nevada(“Applicant”), and **VICIS CAPITAL MASTER FUND**, a sub-trust of Vicis Capital Series Master Trust, a unit trust organized and existing under the laws of the Cayman Islands (“Guarantor”). 

**WHEREAS**, in an original application dated March 16, 2007, Applicant requested that Bank issue its irrevocable standby letter of credit number00034 (the “Letter of Credit”) as specified in said application; and 

**WHEREAS**, Bank, with the permission ofBeneficiary, issued the Letter of Credit in accordance with said application and may be willing to amend the Letter of Credit from time to time in accordance with terms specified in succeeding applications and with Beneficiary’s consent;

**WHEREAS**, in connection therewith, the parties hereto wish to amend the Reimbursement Agreement as set forth herein; 

**NOW, THEREFORE**, the parties hereto hereby agree as follows: 

**1. DEFINITIONS**. All capitalized terms not otherwise specifically defined in this Amendment No. 1 shall have the meanings set forth in the Reimbursement Agreement. 

**2. AMENDMENT**. The first recital of the Reimbursement Agreement is hereby amended and restated in its entirety as follows: 

“**WHEREAS**, in an application dated the date of this Agreement, which application is attached hereto as Exhibit A and made apart hereof (as the same may be amended, restated, supplemented, replaced or otherwise modified from time to time, the “Application”), Applicant has requested that Bank issue an irrevocable standby letter of credit as specified inthe Application (as the same may be amended, restated, supplemented, replaced or otherwise modified from time to time, the “Letter of Credit”).” 

**3. RATIFICATION AND CONFIRMATION**. Except as otherwise expressly set forth herein, the Reimbursement Agreement is, and shall continue to be, in full force and effect and is hereby ratified and confirmedin all respects, except that on and after the date hereof all references in the Reimbursement Agreement to “this Agreement”, “hereto”, “hereof”, “hereunder” (or words of like import referring to theReimbursement Agreement) shall mean the Reimbursement Agreement as amended by this Amendment No. 1. 

 

**4. GOVERNING LAW**. This Amendment No. 1 shall be governed by and construed inaccordance with the laws of the State of New York, without giving effect to the conflict of law principles thereof. 

**5.COUNTERPARTS**. This Amendment No. 1 may be executed in one or more counterparts, and by the parties hereto on separate counterparts, each of which shall be deemed an original but all of which together shall constitute but one and thesame instrument. 

**6. EFFECTIVE DATE**. This Amendment No. 1 shall be effective as of the date hereinabove first written.

[SIGNATURE PAGE FOLLOWS] 

 

2 

**IN WITNESS WHEREOF**, each of the parties hereto has caused this Amendment No. 1 to be executedin its name and on its behalf by its representative thereunto duly authorized, all as of the day and year first above written. 

**APPLICANT:**

**MEDICAL SOLUTIONS MANAGEMENT INC.**

By: /s/ Brian Lesperance          

Name: 

Title: 

**GUARANTOR:**

**VICISCAPITAL MASTER FUND**, a sub-trust of 

Vicis Capital Series Master Trust 

By: CALEDONIAN BANK & TRUST 

LIMITED, Trustee of Vicis Capital Series 

Master Trust 

By:_/s/ Keith W. Hughes            

Name: Keith W. Hughes 

Title: ChiefFinancial Officer, Vicis Capital, LLC 

**BANK:**

**CUSTODIAL TRUST COMPANY**

By:_/s/ Ben J.Szwalbenest            

Name: Ben J. Szwalbenest 

Title: President 

 

3