Exhibit
10.18






AMENDMENTS
TO CHANGE OF CONTROL AGREEMENT






THESE
AMENDMENTS, dated effective January 7, 2008, are to that certain Change of
Control Agreement (Agreement) dated effective
January 6, 2004, by and between
­­­­­­­­­­­­­­­­­­­­­­­­­­­_______________
(Executive) and Aetrium
Incorporated (Company).




IN ORDER
to conform the Agreement to the requirements of Section 409A of the Code (as
defined in the Agreement) and in consideration of the mutual promises and
covenants contained herein, Executive and the Company hereby agree that the
Agreement is amended by:




1.         Revising
Section 1.6 to read as follows:




1.6         Good Reason means any of the
following, provided Executive has given the Company written notice of such
condition within ninety (90) days after its first occurrence and the Company has
not cured such condition within thirty (30) days after such written
notice:




a)      A
material diminution in Executive’s authority, duties or
responsibilities.




b)      A
material diminution in Executive’s Base Salary.




c)      A
material change in the geographic location at which Executive must perform the
services.




d)      Any
other action or inaction that constitutes a material breach by the Company of
Executive’s employment agreement.






2.         Adding
the following Section 1.9:




1.9         Termination of Employmentmeans a termination of Executive’s employment relationship with the
Company and all affiliates or such other change in the Executive’s relationship
with the Company and all affiliates that would be considered a “separation from
service” under Section 409A of the Code.  The Executive’s employment
relationship will be treated as remaining intact while the Executive is on a
military leave, a sick leave or other bona fide leave of absence (pursuant to
which there is a reasonable expectation that the Executive will return to
perform services for the Company or an affiliate) but only if the period of such
leave does not exceed six (6) months, or if longer, so long as the Executive
retains a right to reemployment by the Company or an affiliate under applicable
statute or by contract, provided, however, where the Executive’s leave is due to
any medically determinable physical or mental impairment that can be expected to
result in death or can be expected to last for a continuous period of not less
than six (6) months and such impairment causes the Executive to be unable to
perform the duties of his or her position of employment or any substantially
similar position of employment, a twenty-nine (29) month period of absence may
be substituted for such period six (6) month period.  In all cases,
the Executive’s Termination of Employment must constitute a “separation from
service” under Section 409A of the Code and any “separation from service” under
Section 409A of the Code will be treated as a Termination of
Employment.






3.         Revising
Section 2 to read as follows:




2.         Severance Benefits.
In the event of Executive’s Termination of Employment by the Company other than
for Cause, or by Executive for Good Reason, within 24 months after a Change of
Control or prior to a Change of Control if the termination or the basis therefor
was a condition of the Change of Control or at the request or insistence of a
Person related to the Change of Control, in addition to all compensation,
benefits and unreimbursed business expenses accrued at the time of such
termination, Executive will be entitled to the following:






4.         Revising
Section 2.1 to read as follows:









2.1         The
Company will continue to pay the Executive’s Base Pay for a period of 24 months
after such termination of employment in accordance with the Company’s regular
payroll practices then currently in effect. Notwithstanding the foregoing, any
payments that are deferred compensation subject to Section 409A of the Code and
payable on account of a separation from service will be suspended and not made
until, but will be paid in full on, the first regular payroll date after the end
of the six-month period following the Executive’s Termination of Employment, or,
if earlier, upon the Executive’s death.






5.         Revising
Section 5 to read as follows:




5.        
Late
Payments.  All benefits under this Agreement will be paid
without notice or demand. Benefits not paid under this Agreement when due will
accrue interest at the rate of 18 percent per year or if less the maximum rate
permitted under applicable law from the due date until paid in full. In the
event any benefit under this Agreement is not paid or provided when due, all
remaining Base Pay continuation payments, other than amounts that are deferred
compensation subject to Section 409A of the Code, will become immediately due
and payable.






IN
WITNESS WHEREOF, the parties have executed these Amendments effective the date
first above written.






Aetrium
Incorporated













By:________________________                                                           ­­­­­­­­__________________________


Its Chief
Executive
Officer                                                                           Executive