EXHIBIT 4.29



LAURUS MASTER FUND, LTD.
                              152 WEST 57TH STREET
                            NEW YORK, NEW YORK 10019


November 25, 2003







EP MedSystems, Inc.
Cooper Run Executive Park
575 Route 73 North - Bldg. D
West Berlin, NJ  08091-9293
Attn:  Reinhard Schmidt

RE:      AMENDMENT OF THE AUGUST 28, 2003 REGISTRATION RIGHTS AGREEMENT

Dear Reinhard:

         When countersigned by you below, this letter will (i) clarify our
mutual intent with respect to the Warrant, including Section 2(b) thereof,
issued by EP MedSystems, Inc. (the "Company") to Laurus Master Fund Ltd.
("Laurus") on August 28, 2003 (the "Warrant") and the Registration Rights
Agreement made and entered into as of August 28, 2003, by and between the
Company and Laurus (the "RRA"), and (ii) confirm the terms and conditions upon
which the Company and Laurus have agreed to amend the RRA and any other
applicable provision of any Ancillary Agreement. All capitalized terms used but
not defined in this letter agreement shall have the meanings given to such terms
in the RRA.

         In general, we note that the requirement that the Company file a
Registration Statement by the Filing Date and to register the shares of its
Common Stock by the Effectiveness Date, as set forth in Section 2 of the RRA,
and thus, the liquidated damage payment required to be made for failure to do
so, was intended to include only the shares of Common Stock issuable upon
conversion of the Notes (the "Notes Conversion Shares"), and was not intended to
include the shares of Common Stock issuable upon exercise of the Warrant (the
"Warrant Shares"). For purposes of those requirements, the term Registrable
Securities was to include only the Notes Conversion Shares, and the agreement of
the Company to register the Warrant Shares was intended to be an agreement with
Laurus for the Company to use only its best efforts to do so.

        Laurus and the Company each acknowledge that their mutual intent is
evidenced by the facts that (i) Laurus sought a liquidated damage payment based
on the principal amount of the Notes, with no reference to the value of the
Warrant or the number of shares issuable upon exercise of the Warrant, and (ii)
Laurus was relying on the "cashless exercise" feature in Section 2(b) of the
Warrant in the event the Company did not register the shares of its Common Stock
which would be received by Laurus upon exercise of the Warrant.

        Therefore, the Company and Laurus hereby agree as follows:

1.      AMENDMENT TO THE RRA. Pursuant to and in accordance with Section 8(f) of
        the RRA, the Company and Laurus hereby agree that:

        a.      Section 2(a) of the RRA is amended so that the  sentence,  "The
                Company  shall use its  reasonable  commercial efforts to cause
                each  Registration  Statement to be declared  effective  under
                the Securities Act as promptly as possible  after filing
                thereof,  but in any event no later than the  Effectiveness
                Date, and shall keep each Registration  Statement  continuously
                effective under the Securities Act until the date which is the
                earlier  date of when (i) all  Registrable  Securities  have
                been sold or (ii)  all  Registrable  Securities  may be sold
                immediately  without  registration  under  the Securities  Act
                and without  volume  restrictions  pursuant to Rule 144(k), as
                determined by the counsel  to the  Company  pursuant  to a
                written  opinion  letter to such  effect,  addressed  and
                acceptable  to  the  Company's  transfer  agent  and  the
                affected  Holders  (the  "Effectiveness Period")", does not
                apply to all Registrable Securities,  but only to the Notes
                Conversion Shares, and for those purposes,  the definition of
                Registrable  Securities  shall be deemed to exclude the Warrant
                Shares.  With  respect to the Warrant  Shares,  the  Company
                agrees only to use its best efforts to cause a  Registration
                Statement  with  respect  thereto to be filed and to be declared
                effective under the Securities Act as promptly as possible after
                filing thereof; and

        b.      Section 2(b) of the RRA is amended so that the Events listed in
                clauses (i), (ii), (iii) and (iv) thereof do not include
                Registration Statements relating to all Registrable Securities,
                but only to the Notes Conversion Shares, and no liquidated
                damage penalty shall be payable by the Company with respect to
                the Warrant Shares in the event any "Event" occurs.

2.      THE RRA. This letter agreement is being executed in connection with the
        RRA, the terms of which are incorporated herein by reference. Except as
        may be specifically modified herein, the terms of the RRA shall remain
        valid and in full force and effect. In the event of an express and
        specific conflict between the terms of the RRA and the terms of this
        letter agreement, the terms of this letter agreement shall govern.

3.      DEFINITION OF RRA IN ANCILLARY AGREEMENTS. Any references to the
        RRA in the Ancillary Agreements shall be deemed to include the RRA, as
        amended by this letter agreement, and any and all further modifications
        or amendments thereto.

4.      GOVERNING LAW. This letter agreement shall be governed by and
        construed under the laws of the State of New York, without regard to
        principles of conflicts of laws thereof.

5.      HOLDER OF REGISTRABLE SECURITIES. Laurus represents that, as of the date
        hereof, Laurus is the sole record and beneficial holder of all
        outstanding Registrable Securities.

6.      CONSISTENT CHANGES. The Ancillary Agreements are hereby amended
        wherever necessary to reflect the changes described herein.

7.      COUNTERPARTS. This letter agreement may be executed in two or more
        counterparts, each of which shall be deemed an original, but all of
        which together shall constitute one and the same instrument.

         Please confirm your agreement with and acceptance of the amendment to
the RRA in accordance with the terms of this letter agreement by signing this
letter in the space below and returning it to me by facsimile and regular mail
at your first convenience.

                                             Sincerely,

                                             LAURUS MASTER FUND, LTD.


                                             /s/ Eugene Grin
                                             --------------------
                                             Name:  Eugene Grin
                                             Title:  Director

AGREED AND ACCEPTED:

EP MEDSYSTEMS, INC.


/s/ Reinhardt Schmidt
----------------------------
Name:   Reinhard Schmidt
Title:  President and Chief Executive Officer