EXHIBIT 10.30

                EXCLUSIVE LICENSE  AGREEMENT

AGREEMENT,  made on this 27 day of February,  1997,  by  and
between ECHOCATH, INC., a New Jersey Corporation maintaining
its  principal offices at 4326 Route One, Monmouth Junction,
New Jersey 08852 ("EchoCath"), and EP MEDSYSTEMS INC., a New
Jersey  corporation  maintaining its  principal  offices  58
Route 46 West Budd Lake, New Jersey 07828 ("EP MedSystems").


                     W-I-T-N-E-S-S-E-T-H

WHEREAS,   EchoCath   has  developed   certain   proprietary
technology related to ultrasound guidance and imaging, which
technology is the subject of the Patents (as defined below),
and

WHEREAS,  EchoCath is the exclusive owner  with  respect  to
such proprietary technology; and

WHEREAS,  EP  MedSystems desires to obtain from EchoCath  an
exclusive   license   with  respect  to   such   proprietary
technology within the Field of Use as defined below to make,
have  made, use and sell medical products as limited herein;
and

NOW  THEREFORE,  in consideration of the above promises  and
the  mutual  covenants herein contained and other  good  and
sufficient  consideration, the receipt  and  sufficiency  of
which is hereby acknowledged, the parties agree as follows.

ARTICLE 1.     DEFINITIONS

In  this  Agreement and in the License referred  to  herein,
unless   the  context  otherwise  requires,  the   following
definitions shall apply:

      1.1  "Product(s)" means any product made, used or sold
coming  within  the scope of the Field of  Use  and  of  the
claims  of  one  or more of the Patents (as defined  below).
"Products"'  expressly  exclude any  interface  hardware  or
sensors  to  be  used  with  the Products.   Such  interface
hardware  and  sensors  will be sold  to  EP  MedSystems  by
EchoCath  pursuant to the terms of separate  agreements  for
the purchase of such items.

       1.2   "Affiliate"  means  any  corporation  or  other
business entity controlled by, controlling, or under  common
control  with a party hereto, with "control" meaning  direct
or  indirect beneficial ownership of more than fifty percent
(50%)  of the voting stock of, or more than a fifty  percent
(50%)  interest  in the income of, or the right  to  receive
more than fifty percent (50%) of the distributed profits of,
such  corporation or other business entity,  or  such  other
relationship as, in fact, constitutes actual control.

      1.3  "EchoEye" means EchoCath's proprietary technology
for allowing clinicians to view tissues and organs in three-
dimensional   real-time   and   provide   forward    looking
intravascular  images  and guidance for   ultrasound  guided
procedures, and covered by the Patents.

      1.4   "EchoMark" means EchoCath's proprietary catheter
positioning system which is covered by the Patents.

      1.5   "ColorMark" means EchoCath's proprietary  needle
and  stylete  positioning system which  is  covered  by  the
Patents.

      1.6   "Effective  Date" means  the  date  first  above
written, which shall be the date of execution of this
Agreement.
      1.7  "Exclusive" means, with respect to the grant of a
license,  a license whereby the licensee's rights  are  sole
and entire, and operate to exclude all others, including the
licensor.    An  Exclusive  licensee  (and  permitted   sub-
licensees)  may sell and distribute Products through  agents
and    distributors   under   exclusive   or   non-exclusive
arrangements in any country in the Territory.  The Exclusive
licensee may exercise its licensed rights itself or  through
its permitted sub-licensees or its Affiliates.

      1.8   "Field of Use" shall include the application  of
the  EchoMark,  EchoEye and ColorMark technologies  as  they
apply to any and all systems and products which are designed
and/or  manufactured for electrophysiology  applications  to
include  but  not limited to mapping, ablation and  internal
cardioversion.   The  Field  of  Use  specifically  excludes
permanent pacemaker leads and permanent defibrillator  leads
attached to permanent implantable pulse generators.

      1.9  "Improvement" means any modification, development
or invention (whether patentable or non-patentable) relating
to the subject matter of the Licensed  Rights.

      1.10  "Licensed  Rights" means  the  Patents  and  the
Technical  Information  and  their  Improvements  which   is
proprietary  to  EchoCath and not readily available  to  any
third party which is disclosed to  EP MedSystems under  this
agreement.

      11.1 "Net Sales" means the aggregate gross sales price
of Product(s) invoiced to non-Affiliated third parties in an
arms-length transaction by EP MedSystems, its Affiliates and
any  sub-licensees pursuant to this Agreement less discounts
to foreign distributors and the following deductions:

       (a)     transportation  and  insurance   charges   or
allowances, if any,

      (b)   credits or allowances, if any, given or made  on
account   of  the  return  or  rejection  of  any   royalty-
bearing Product sold, and

              (c)    any  tax,  duty, or other  governmental
charge on the importation or exportation, sale or use of any
royalty-bearing  Product  (including,  without   limitation,
sales taxes).

      1.12  "Patents" means, individually and  collectively,
(i)  the patents specified in Schedule A attached hereto for
the  EchoMark, EchoEye and ColorMark technologies and  which
correspond to the patent numbers listed on  Schedule A, and,
(ii)    patents,   re-examinations,   re-issues,   renewals,
extensions, divisionals and continuations issued thereon and
all foreign counterparts to the Patents.

       1.13  "Technical  Information"  means  all  know-how,
specifications  and  drawings,  process  information,   flow
charts, equipment specifications, and any other documents or
information,  and improvements thereof, which relate  to  or
are used or useful in connection with the Patents as related
to their application in the Field of Use.

       1.14  "Term"  means  the  period  during  which  this
Agreement is in force.

      1.15  "Territory"  means  the  entire  world,  without
exception.

ARTICLE 2.     GRANTS

      2.1   Grant  of  License.  EchoCath hereby  grants  EP
MedSystems  and EP MedSystems' Affiliates solely within  the
Field  of  Use  the  Exclusive right and license  under  the
Licensed  Rights to use the Licensed Rights  to  make,  have
made,  use, and sell Product(s) in the Territory as  limited
within the Field of Use.

     2.2  Trademarks.  EchoCath hereby grants  EP MedSystems
a  license  to  use  the  EchoEye, EchoMark,  and  ColorMark
trademarks  solely in connection with uses  consistent  with
the  Field of Use and shall identify EchoCath as the  owners
of such marks.


ARTICLE 3.      ROYALTIES

      3.1   Initial License Fee.   In consideration  of  the
License  herein granted, EP MedSystems shall pay to EchoCath
an initial license fee of $700,000 payable as follows:

          a)   $150,000 upon the successful completion of  a
          limited   series   (5   patients)   single    site
          feasibility IDE of EchoMark Guided Ablation.

          b)   $400,000  upon  completion of  a  development
          program  for  EchoEye  that  shall  include  these
          Milestones:  (i) demonstration by March 30,1998 of
          a bench EchoEye system capable of visualization of
          the  myocardium of human-size cardiac  structures,
          and  (ii) demonstration by September 30,  1998  of
          the  use  of an  EchoEye in at least 5 animals  to
          view  and  display  endocardial  tissue  using   a
          transvascular approach.

          c)   $l50.000  after the sale  of  the  first  100
          EchoMark EP catheters.

      3.2   The  total cumulative royalties paid under  this
Agreement  shall be limited to and shall not  exceed  thirty
million  dollars  ($30,000,000).  During the  term  of  this
Agreement,  EP  MedSystems shall pay a Royalty  to  EchoCath
equal  to  two percent (2%) of Net Sales of Products  by  EP
MedSystems   and   EP   MedSystems'   Affiliates   and   any
sublicensees  pursuant to this Agreement in  the  Territory.
If  a  Product is sold as a component of a procedure package
or  kit  containing other items which are not Products,  (i)
the royalty due shall be calculated with respect to the list
price (as if sold separately) of the Product component  only
and  (ii)  any  percentage discount given or  allowed  to  a
customer on the list price of the procedure package  or  kit
shall  be  applied to the list price (as if sold separately)
of the components Product.

     3.3  Minimum Royalties.   Notwithstanding the Royalties
to  be  calculated  and  paid per paragraph  3.2,  beginning
January 1, 1999, EP MedSystems shall pay to EchoCath minimum
quarterly  royalties  in each calendar quarter,  payable  no
later  than 30 days after the end of each quarter, according
to the following schedule:

                              Quarterly
YEAR                     Minimum Payments
1999                               $ 30,000
2000                               $ 40,000
2001                               $ 50,000
2002                               $ 60,000
2003                               $ 70,000
2004                               $ 80,000
2005 and each year
     thereafter                    $100,000

Failure to make any payment of minimum Royalties in a timely
manner  shall  result in EchoCath's option to  at  any  time
either  terminate in writing this Agreement or to render  it
as  a  non-exclusive license agreement.  EP MedSystems shall
have a 10 day cure period after the written notice prior  to
the effective date of termination under this section for non-
payment.   In the event EchoCath terminates this  Agreement,
then  it shall refund to EP MedSystems such amounts as  have
been  actually paid to it pursuant to paragraph  3.1  above.
In  the  event  any  of the Patents are ruled  invalid,  the
parties  agree  to  engage  in good  faith  discussions  for
renegotiation  of  the  minimum  Royalties,  to  the  extent
impacted by such invalidity.

     3.4  Notwithstanding anything to the contrary contained
herein, (i) any amounts payable to EchoCath by EP MedSystems
pursuant to Section 3.2 and 3.3 above on any royalty payment
date  shall be reduced, but not to an amount below zero,  by
an  amount  equal  to  the  amount of  any  dividends  under
EchoCath's  Series B Cumulative convertible Preferred  Stock
("Preferred  Stock") which are accrued but not  paid  as  of
such  date,  (ii)  the amount by which  such  royalties  are
reduced  shall be deemed to be payment of such  accrued  but
unpaid dividends in an amount
equal  to  such  reduction,  and (iii)  amounts  payable  as
royalties pursuant to Sections 3.2 and 3.3 above will not be
paid  to  EchoCath  unless all dividends payable  under  the
Preferred  Stock  have been paid as of such royalty  payment
date.   In  the  event  any shares of  Preferred  Stock  are
transferred from EP MedSystems to a third party unaffiliated



with  EP  MedSystems ("Holder"), and this Agreement  is  not
also assigned by EP MedSystems to such Holder, such
Holder shall not be entitled to the offset rights set  forth
in this Section 3.4 with respect to such shares.

      3.5   One  Royalty Only.   Any royalty  due  hereunder
shall be payable only on the first arms length sale of  each
Product and all subsequent sales or uses of that Product  by
such buyer shall be royalty free.  Only one (1)  royalty per
Product sale will be due regardless of the number of Patents
involved in a Product.

 ARTICLE 4.    ROYALTY RECORDS, PAYMENTS AND STATEMENTS

     4.1  Records.   EP MedSystems agrees during the term of
this  Agreement  to  keep  full  and  accurate  records  for
EchoCath,  showing the quantity and nature of Products  sold
by  EP  MedSystems, its Affiliates and any sublicensee,  the
Net  Sales  price thereof, and the basis for the calculation
of  royalties.   These records shall be open to  inspection,
only  once  each calendar year, by EchoCath's representative
or certified public accountant, not reasonably objectionable
to   EP   MedSystems,  at  EchoCath's  expense,  during   EP
MedSystems' business hours, and upon reasonable notice to EP
MedSystems.

     4.2  Payments and Credit Calculations.
     (a)    All  royalty payments provided for  within  this
     Agreement shall be made by EP MedSystems to EchoCath at
     the  address of EchoCath, as indicated hereinafter,  or
     at  any  other  place  designated  by  EchoCath  to  EP
     MedSystems  in  writing. Royalties, if  any,  shall  he
     payable  quarterly  after  the  end  of  each  calendar
     quarter,  respectively, with respect to Net Sales  made
     during  such quarterly period; provided, however,  that
     no royalty shall be payable with respect to any sale of
     Product  unless and until EP MedSystems  receives  full
     payment  with respect to such sale.   All such payments
     shall be made on or before the thirtieth (30th) day  of
     the month following the end of the period for which the
     payment  is  made.  A report will be  made  on  a  form
     provided   by   EP  MedSystems,  which   will   provide
     reasonably necessary information to apprise EchoCath of
     sales   by  EP  MedSystems,  its  Affiliates  and   any
     sublicensees pursuant to this Agreement and  the  basis
     for the royalties paid.

     (b)    All  royalty  payments  as  well  as  any  other
     payments by EP MedSystems to EchoCath, pursuant to this
     Agreement, shall be payable in United States  currency.
     Currency  exchange rates applicable  to  such  payments
     shall  be calculated on the basis of the selling  price
     of  United  States  currency as reported  in  The  Wall
     Street  Journal,  Eastern Edition, on the last business
     day  of the calendar month preceding the payment  date.
     If  no  such rate of exchange can be determined  as  of
     such date because of governmental regulations, exchange
     controls,   absence   of  currency   transactions,   or
     otherwise,  there shall be substituted the most  recent
     preceding date as of which such a rate of exchange  can
     be determined.

     (c)     if, by law, regulations, or fiscal policy of  a
     particular  country,  conversion into  or  transfer  to
     United  States  dollars  is  restricted  or  forbidden,
     notice  thereof in writing will be given  to  EchoCath,
     and  payment  of the royalty will be made through  such
     lawful   means   or  methods  as  EchoCath   reasonably
     designates.   Failing the designation  by  EchoCath  of
     lawful means or methods as aforesaid within sixty  (60)
     days  after  the  aforementioned  notice  is  given  to
     EchoCath,  the  payment of royalty by EP MedSystems  or
     its  Affiliates will be made by the deposit thereof  in
     local  currency  to  the  credit  of  EchoCath   in   a
     recognized  banking institution designated by  EchoCath
     or, if none be designated by EchoCath within the period
     of  sixty  (60) days as aforesaid, then in a recognized
     banking   institution  notified  to  EchoCath   by   EP
     MedSystems or its Affiliates.  When in any country  the
     law  or regulations prohibits both the transmittal  and
     deposit  of royalties on sales in that country, royalty
     payments  will  be  suspended  for  as  long  as   that
     prohibition   is  in  effect,  and  as  soon   as   the
     prohibition ceases to be in effect, all royalties which
     EP  MedSystems or its Affiliates would have been  under
     obligation  to  transmit  or  deposit,  but   for   the
     prohibition,  will forthwith be promptly  deposited  or
     transmitted  to the extent allowable, as the  case  may
     be.





       (d)    Any  and  all taxes levied by a proper  taxing
     authority  and paid by EP MedSystems or its  Affiliates
     on account of royalties accruing to EchoCath under this
     Agreement, remittable from a country in which provision
     is  made in the law or by regulation for withholding of
     taxes,  may  be  deducted from  royalties  paid  by  EP
     MedSystems  or  its Affiliates, provided  EchoCath  can
     obtain  the benefit of that deduction by way of  a  tax
     credit,  and  provided proof of payment is secured  and
     sent  promptly  by EP MedSystems or its  Affiliates  to
     EchoCath as evidence of payment.

ARTICLE 5.     PATENT APPLICATIONS AND EXPENSES

     5.1  Patent Applications. EchoCath shall be responsible
for  the  preparation, filing, prosecution, maintenance  and
taxes  associated  with the Patents and for  all  costs  and
expenses  associated  therewith in countries  where  it  has
filed for patent protection. The countries in which EchoCath
has  filed  for patent protection are listed on  Schedule  B
hereto.  If EP MedSystems wishes to file patent applications
in  additional  countries, it will be  responsible  for  the
costs  thereof in each country, which will be reimbursed  by
the  royalties  generated in each country and EP  MedSystems
shall  be  permitted to deduct such costs from the royalties
due EchoCath in each such particular country. After the cost
of  patent prosecution in each particular country  has  been
reimbursed,  EchoCath  will  receive  its  regular   royalty
thereafter.

ARTICLE 6.     TECHNICAL INFORMATION

     6.1  Delivery of Technical Information.  EchoCath shall
within  a reasonable time after execution of this Agreement,
deliver  to  EP  MedSystems  the Technical  Information,  as
reasonably requested by EP MedSystems.

      6.2   FDA  Submissions.  EchoCath shall promptly  upon
execution  of this Agreement, transfer to EP MedSystems  all
rights  with  respect to and pursuant to  any  and  all  FDA
510(k)  approvals  relating to the Products.  EchoCath  will
provide  reasonable assistance and cooperation for such  FDA
applications, and EP MedSystems will reimburse EchoCath  for
its  reasonable and customary costs and expenses and for its
out-of-pocket  expenses for such assistance, subject  to  EP
MedSystems' authorization for these costs.

ARTICLE 7.     IMPROVEMENTS

       7.1    Pre-existing   Intellectual   Property.    Any
intellectual property that exists as of the execution of
this  Agreement  shall remain the property of  its  original
owner, whether or not it is shared with or used by the other
party for purpose of this Agreement.

      7.2   Improvements.  Any Improvements made by a  party
during the term of this Agreement exclusively using its  own
resources and invented by its own personnel shall remain the
property of the inventing party.

     7.3  Joint Improvements.  Any Improvements made jointly
by  personnel of EP MedSystems and EchoCath shall  be  owned
jointly  with  each party having joints rights  to  use  and
license.   EP MedSystems has exclusive license rights  under
the  EchoCath share in the Joint Inventions within the Field
of  Use.  The Royalties payable by EP MedSystems to EchoCath
for  the right to use and license such Joint Inventions  and
the  terms  for  calculation thereof shall be in  accordance
with the terms of Sections 3.2 and 3.3 above.

ARTICLE 8.     DISTRIBUTION AGREEMENT

      8.1  Distribution Agreement.   In connection with this
Agreement,   the  parties  have  simultaneously   with   the
execution   hereof   executed   a   Distribution   Agreement
(Interface  Hardware)  and a purchase  Agreement  (Sensors).
Notwithstanding the related nature of these agreements there
shall  be  no cross-default provisions among this  Agreement
and the other Agreements.



ARTICLE 9.     INFRINGEMENT

      9.1  Infringement of Third Party Patent.  With respect
to  third  party patents, where it is alleged  by  a  person
(herein the "Alleger") other than EchoCath, EP MedSystems or
an  Affiliate  thereof  that the  manufacture  or   sale  of
Product  by or on behalf of EP MedSystems infringes one  (1)
or  more  valid  patents held by the Alleger or  any  person
through  or under whom the Alleger claims the parties  agree
as follows:

     (a)   Each party shall, immediately upon becoming aware
     of  any  such  allegation, notify the other   party  in
     writing of the nature and substance of the allegation.

     (b)    EchoCath  shall  have the first  option  at  its
     discretion to negotiate for a license with the  Alleger
     or  to  defend  or  initiate  any  corresponding  legal
     action.   If  requested,  EP  MedSystems  will  provide
     EchoCath with reasonable assistance and cooperation  in
     the conduct of any such action.

     (c)   If EchoCath is unwilling or unable to take action
     under paragraph (b) of this Section 9.1.  EP MedSystems
     may take such action.  Under such circumstances, if  EP
     MedSystems   requests,   EchoCath   will   provide   EP
     MedSystems  with reasonable assistance and  cooperation
     in  the conduct of any such action.  EchoCath agrees to
     reimburse  all  of EP MedSystems' reasonable  costs  in
     defending  such action to the extent of  all  royalties
     paid  under  Article  3  by EP MedSystems  to  EchoCath
     hereunder.

     (d)    Each party shall keep the other party reasonably
     informed of any proceedings hereunder.

     9.2  Prosecution of Infringement of Licensed Technology
by Third Party.

       (a)    Each  of  EP  MedSystems  and  EchoCath  shall
     promptly notify the other if it knows or has reason  to
     believe  that  rights  to the Licensed  Technology  are
     being  infringed or misappropriated by  a  third  party
     within  the  Field of Use or that such infringement  or
     misappropriation  is threatened. EP  MedSystems  shall,
     after   learning  of  and  investigating  such  alleged
     infringement  or  misappropriation,  send   notice   to
     EchoCath  electing  to  do one of  the  following:  (i)
     prosecute such alleged infringement or misappropriation
     for EP MedSystems' own account; (ii) offer EchoCath the
     choice  of participating in such prosecution; or  (iii)
     decline  to  prosecute  such  alleged  infringement  or
     misappropriation.

     (b)    In  the event EP MedSystems elects to  prosecute
     such  alleged infringement or misappropriation for  its
     own  account  pursuant to (a)(i) above,  EP  MedSystems
     shall  be solely responsible for payment of all of  its
     own costs of prosecution and of negotiating settlement,
     and shall retain all proceeds from such prosecution. EP
     MedSystems shall have the right to join EchoCath  as  a
     party plaintiff to any such proceeding if EP MedSystems
     believes it is necessary to successfully prosecute such
     infringement   or  misappropriation.   EchoCath   shall
     cooperate,  at  EP MedSystems' expense,  in  connection
     with the initiation and prosecution by EP MedSystems of
     such suit.

     (c)    In  the event EP MedSystems offers EchoCath  the
     choice of participating in such prosecution pursuant to
     (a)  (ii) above. upon receipt of EP MedSystems' notice,
     EchoCath shall have thirty (30) days in which to notify
     EP  MedSystems  in  writing of EchoCath's  election  to
     participate   in  the  prosecution  of   such   alleged
     infringement or misappropriation. If EchoCath elects to
     participate, EchoCath shall be obligated to  pay  fifty
     percent (50%) of the costs and expenses incurred by  EP
     MedSystems and EchoCath in such prosecution  and  shall
     be  entitled to receive fifty percent (50%) of the  net
     proceeds  realized  from  EchoCath  and  EP  MedSystems
     prosecuting   of   such  matter  and  remaining   after
     reimbursement  of  EP MedSystems' and EchoCath's  costs
     and expenses out of the proceeds of such matter.

     (d)    In  the  event  EP  MedSystems  elects  not   to
     prosecute pursuant to (a) (iii) above, EchoCath may, at
     its  option,  prosecute  such alleged  infringement  or
     misappropriation for its own account,  in  which  event
     EchoCath  shall be solely responsible for all costs  of
     prosecution  and  of negotiating settlement  and  shall
     retain all proceeds from such prosecution.

     (e)    Each party shall keep the other party reasonably
     informed of any proceedings hereunder.

ARTICLE 10.    REPRESENTATIONS, WARRANTIES AND
INDEMNIFICATION

      10.1       EchoCath Representations.  EchoCath  hereby
represents and warrants as follows:

     (a)   The Licensed Rights being licensed hereunder  are
     subsisting  and  are not invalid or  unenforceable,  in
     whole or in part.

     (b)   EchoCath has the full right, power, authority and
     legal  ability to enter into this Agreement,  to  grant
     the  license and rights set forth herein and to perform
     its  obligations hereunder. EchoCath is  the  sole  and
     exclusive  licensor of the Licensed Rights,  which  are
     free and clear of any liens, charges or encumbrances.

     (c)   EchoCath  is  the owner of all  right  title  and
     interest  in  and  to  the  Licensed  Rights   and   no
     conflicting   claims   of  ownership   exist   or   are
     outstanding.

     (d)   The  Licensed Rights do not violate  the  patent,
     trade  secret  or  other  proprietary  or  intellectual
     property rights of any other person or entity.

     (e)    It  has not granted any license of the  Licensed
     Rights for the Field of Use to any third party.

     (f)   There is no present intention to alter or  change
     the  agreement regarding forfeitable shares  as  it  is
     described  on page 17 of the EchoCath prospectus  dated
     January 17, 1996.

     10.2      EP MedSystems Representations.  EP MedSystems
hereby represents and warrants as follows:

     (a)   EP MedSystems has the full right, power authority
     and  ability  to  enter  into this   Agreement  and  to
     perform its obligations hereunder.

     (b)   EP  MedSystems is a corporation  duly  organized,
     validly existing and in good standing under the laws of
     the  State  of  New  Jersey,  is  not  subject  to  any
     conflicting obligations which will or might  prevent it
     from,   or  interfere  with,  its  execution  of   this
     Agreement and/or its performance hereunder.

     (c)   that the execution and delivery of this Agreement
     by  EP  MedSystems has been duly and validly authorized
     by  all  necessary corporate action on the part  of  EP
     MedSystems,  and that this Agreement  is  a  valid  and
     binding obligation of EP MedSystems enforceable against
     it.

     10.3 Indemnification.

     (a)   EchoCath  shall indemnify and hold EP  MedSystems
     harmless  from any damages, costs and fees  (including,
     without limitation, reasonable attorneys fees) suffered
     or   otherwise  incurred  by  EP  MedSystems  and   its
     Affiliates  as a consequence of any breach by  EchoCath
     of the warranties set forth in Section 10.1 above.

         (b) EP MedSystems shall indemnify and hold EchoCath
     harmless  from any damages, costs and less  (including,
     without limitation, reasonable attorneys fees) suffered
     or otherwise incurred by EchoCath and its Affiliates as
     a  consequence  of any breach by EP MedSystems  of  the
     warranties set forth in Section 10.2 above.

       10.4  Survival  of  Representations  and  Warranties.
Notwithstanding  any  provision of  this  Agreement  to  the
contrary, the provisions of Sections this Article  10  shall
survive   until   barred  by  any  applicable   statute   of
limitations.


ARTICLE 11.    LIMITATION OF LIABILITY

     11.1 EP MedSystems shall not be liable to EchoCath with
respect  to  any  and  all claims  of  any  kind  or  nature
whatsoever   relating,  directly  or  indirectly,   to   the
negotiation,  execution  or performance  of  this  Agreement
(including  claims  based  on breach  of  contract  or  tort
including  fraud  but  excluding claims  based  in  products
liability)  in excess of $30,000,000. Under no circumstances
shall  EP  MedSystems  be liable to  EchoCath  for  indirect
incidental, consequential, special or punitive damages.

     11.2 EchoCath shall not be liable to EP MedSystems with
respect  to  any  and  all claims  of  any  kind  or  nature
whatsoever   relating,  directly  or   indirectly   to   the
negotiation,  execution  or performance  of  this  Agreement
(including  claims  based  on breach  of  contract  or  loss
including  fraud  but  excluding claims  based  in  products
liability) in excess of $30,000,000.  Under no circumstances
shall  EchoCath  be  liable to EP MedSystems  for  indirect,
incidental, consequential, special or punitive damages.

      11.3  The  parties  acknowledge  and  agree  that  the
foregoing provisions are reasonable and appropriate

ARTICLE 12.    TERM AND TERMINATION

     12.1 Term.     The term of this Agreement shall be from
the Effective Date until the last to expire Patent
right licensed hereunder including the last to expire Patent
for  any  Improvements, unless this Agreement is  terminated
earlier as provided in Section 12.3 below

     12.2 Rights Upon Termination.

     (a)    Upon expiration or termination of this Agreement
     pursuant  to  Section l2.1 above (but not  pursuant  to
     Section  12.3  below), and payment by EP MedSystems  of
     any   unpaid  royalty  then  due  EchoCath  under  this
     Agreement,  all duties obligations and responsibilities
     of  EP  MedSystems under this Agreement shall be deemed
     fulfilled  and satisfied, and EP MedSystems shall  have
     no   future  duty.  obligation  or  responsibility   to
     EchoCath  whatsoever. Without limiting  the  foregoing,
     upon  expiration of this Agreement, EP  MedSystems  may
     retain  and  continue to use the Technical  Information
     for any purpose and shall have a paid-up non-terminable
     license  in the Territory under the Licensed Rights  to
     make,  have  made, use and sell Product(s) without  any
     further  duty, obligation or responsibility to EchoCath
     whatsoever.

       (b)    In the event that this Agreement is terminated
     by  EP  MedSystems, as the Aggrieved Party, as provided
     for in Section 12.3 hereunder, EP MedSystems will have,
     at  its  option,  the  right to purchase  the  Licensed
     Rights for a once and for all payment to EchoCath. Such
     payment  will  be in an amount equal to  the  royalties
     payable  hereunder  for the calendar  year  immediately
     preceding  that calendar year in which EchoCath  became
     the Defaulting Party under Section 12.3 hereunder.

     (c)    In  the event that this Agreement is terminated,
     as  provided for in clause 12.3 hereunder, and EchoCath
     is  the  Aggrieved Party, then EP MedSystems undertakes
     to  return  to  EchoCath all the Technical  Information
     provided to EP MedSystems by EchoCath.

12.3  Termination.    Notwithstanding  Section  l2.1  above,
either party to this Agreement (the "Aggrieved Party")  may,
at  its  sole option and upon giving written notice  to  the
other  Party, immediately terminate this Agreement upon  any
one or more of the following events occurring in relation to
the other party (the "Defaulting Party"):
     (a)  insolvency of the Defaulting Party;

     (b)  judicial or private receivership of the Defaulting
     Party;

     (c)   the Defaulting Party making an assignment for the
     general benefit of its creditors or committing  an  act
     of bankruptcy or being declared bankrupt;

     (d)   the Defaulting Party's taking or becoming subject
     to proceedings for its dissolution or the winding up or
     liquidation of its business, or in any way  ceasing  to
     carry  on  business,  except as effected  by  corporate
     reorganization  of  either party hereto  not  involving
     change  in  the ultimate control or ownership  of  such
     party; or

     (e)   if the Defaulting Party shall commit any material
     or  substantial  breach of any of  its  obligations  or
     representations or warranties herein, or of any of  the
     provisions of this Agreement, and such Defaulting Party
     shall  fail  within thirty (30) days of being  notified
     thereof  in  writing by the Aggrieved Party  to  remedy
     such breach or default.

     12.4 Claims.  In the event this Agreement is terminated
by  an  Aggrieved  Party in accordance  with  the  foregoing
provisions  of  either Sections l2.1,  12.3(a)  to  12.3(d),
neither  party  shall have any claim against the  other  for
compensation  or indemnity of any kind as a  consequence  of
such  termination, provided, however, that such  termination
shall  not  affect  any of the obligations hereunder  having
arisen prior to the effective date of termination.

ARTICLE 13.    MISCELLANEOUS

      13.1  Governing  Law; Consent to  Jurisdiction.   This
Agreement  and  its  effects are subject  to  and  shall  be
construed  and enforced in accordance with the  law  of  the
State of New Jersey, except as to any issue which by the law
of   New   Jersey  depends  upon  the  validity,  scope   or
enforceability  of  any Patent within  the  Licensed  Rights
which  issue  shall  be determined in  accordance  with  the
applicable patent laws of the jurisdiction which issued  the
Patent.    The parties agree that the exclusive jurisdiction
and  venue for any dispute or controversy arising from  this
Agreement  shall  be in an appropriate State  Court  in  the
State of New Jersey or the United States District Court  for
the District of New Jersey.

       13.2  Governmental  Consent  to  Exportation.    This
Agreement is made subject to any restrictions concerning the
export  of products or technical information from the United
States which may be imposed upon or related to EP MedSystems
or  EchoCath  from  time-to-time by the  government  of  the
United States.

      13.3  Force  Majeure.  Any delays  in  or  failure  of
performance by either Party under this Agreement  shall  not
be  considered a breach thereof if such delay or failure  is
occasioned  by  force  majeure and is therefore  beyond  the
reasonable  control of the Party affected. Force majeure  in
this  context shall mean and include but not be  limited  to
acts  of  government or failure of government to  act  where
such  action  is  required, acts of God,  strikes  or  other
concerted acts of workmen including workmen of the  Parties,
fires,   floods,  explosions,  riots,  civil   disturbances,
insurrections, earthquakes, wars, rebellions, epidemics  and
sabotage.

      13.4  Severability.   Should  any  provision  of  this
Agreement  be held by a court to be illegal or  in  conflict
with  any  law,  ride  of law, statute  or  regulation,  the
validity  of  the remaining provisions will not be  affected
thereby.    Any  waiver by one party of any  rights  arising
from any breach by the other party will not be construed  as
a  waiver  of other breaches of the same or other  terms  of
this Agreement

      13.5 Notices.  Any notice to be given pursuant to this
Agreement shall be delivered (i) personally to the place  of
business  of  the  Party to whom it is  addressed,  (ii)  by
prepaid, registered mail, return receipt requested, or (iii)
via  Federal  Express  or  other internationally  known  and
reputable  overnight  delivery  service,  and  addressed  as
follows:
(a)  in the case of EchoCath to:   EchoCath, Inc.,
                         4326 U.S Route One
                         Monmouth Junction, New Jersey O8852
                         Attn.: President

     With a copy to:     EchoCath, Inc.
                         PO. Box 7224
                         Princeton, New Jersey 08543-7224
                         Attn.: President

       (b)     in the case of EPMedSystems to:
                         EP MedSystems, Inc.
                         58 Route 46 West
                         Budd Lake, New Jersey 07828
                         Attn.: David Jenkins, President


      13.6 Successors.  This Agreement shall be binding upon
and  shall  endure to the benefit of both  EchoCath  and  EP
MedSystems   together   with  each   of   their   respective
affiliates,  subsidiaries, successors and assigns,  together
with all other persons who are controlled by such person(s)

      13.7 Entire Agreement.  This Agreement constitutes the
entire  agreement between the Parties concerning the Patents
and  the rights granted thereunder and supersedes all  prior
understandings   oral  or  written.   Any   representations,
warranties, terms, conditions or covenants to amend,  modify
or  otherwise alter this Agreement  shall be of no force  or
effect unless made in writing and signed by both parties.

       13.8        Assignment.   This  Agreement   and   the
performance   of   substantially  all  of  its   obligations
hereunder, may not be assigned by a party hereto without the
prior written consent of the other party which consent shall
not  be unreasonably withheld but shall be binding upon  and
inure  to  the benefit of and be enforceable by the  parties
hereto, their successors, and permitted assignees; provided,
however,  that either party shall be entitled to assign  its
obligations under this Agreement without the consent of  the
other   party,   in   the  event  of  a  merger,   sale   of
substantially all of its assets or other acquisition of such
party, or to any affiliate of that party provided that  such
assignee   assumes   the   assigning   party's   obligations
hereunder, EP MedSystems shall be permitted to exercise  its
license  rights hereunder through sublicensees or affiliates
so long as EP MedSystems remains primarily liable hereunder.

      13.9  This  Agreement may be executed in one  or  more
counterparts, all of which shall be considered one  and  the
same  agreement, and shall become effective when one or more
counterparts  have been signed by each of  the  parties  and
delivered to the parties.

IN  WITNESS  WHEREOF, the parties hereto have affixed  their
names  and seals by their duly authorized executive officers
on the day and year first above written.

 ATTEST                            ECHOCATH,  INC.
/s/ James J. Caruso                By:/s/ Frank DeBernardis

                                   Title: President


ATTEST                             EP MEDSYSTEMS, INC.
/s/ James J. Caruso                By: /s/  David Jenkins

                                   Title: President




                         SCHEDULE A


For the purposes of this Agreement the "Patents" and their
corresponding patent numbers are:

U.S.                     Issued     Expire
Patents

ECHOMARK     5,076,2    12/31/9    12/31/2         (Design of
                  78          1        011            Sensor)
             5,161,5    11/10/9    11/10/2       (Electronics
                  36          2        012     for Detection)

ECHOEYE      5.373,8    12/20/9    12/20/2
                  45          4        014

COLORMARK    5,329,9    07/19/9    07/19/2        (Equipment)
                  27          4        014
             5,343.8    09/16/9    09/16/2           (Method)
                  65          4        014
             5,425.3    06/20/9    06/20/2       ("GreyMark")
                  70          5        015
             5,421,3    06/06/9    06/06/2            (Needle
                  36          6        016           Engager)

Echo - 10    Awaitin
                   g
              Serial       File                       ("Color
                   #    12/03/9                      Needle")
                              6




                         SCHEDULE B

Patent applications have been filed in the following
countries in connection with the Patents:


             Foreign Filings:
ECHOMARK     PCT US 9l/07207         Filed: Oct.
                                     8,1991

SENSOR       EPO* Appl.  No.
             91919875-4
             Japanese Appl.  No.
             5180601/91
             Canadian Appl. No.
             2093645

Electroni    PCT USP 2/01671         Filed: March 5,
cs                                   1992
             EPO* Appl.  No.
             9290811.7
             Japanese Appl. No.
             507568/92

ECHOEYE      PCT US 93/04040
             EPO* Application        Filed 10/19/94

COLORMARK    Device and Method
             PCT US 94/01752         Filed: Feb. 22,
                                     1994
             EPO* Appl. No.
             94910127.3
             Japanese Appl. No
             519154/94
             Canadian Appl. No
             2156831

"GreyMark    PCT US 95/03173         Filed: March
"                                    14, 1995
             EPO* Filed, but no
             Appl. No. as yet

* European Countries Designated: Belgium, France, Germany,
Italy, Netherlands, United Kingdom.