**EXHIBIT 10.7**

 

**MEDICALCV,INC.**

** **

**AMENDMENTTO NON-QUALIFIED STOCK OPTION AGREEMENT**

** **
| No. of shares subject to option: |   | NQO No. |
|---------------------------------------|--------|---------|

Date of grant:  April 1,2005

 

AMENDMENTTO NON-QUALIFIED STOCK OPTION AGREEMENT is entered into effective                          ,2005, by and between MedicalCV, Inc., a Minnesota corporation (the“Company”), and                                                   (the “Optionee”).

 

•              Optionee hasbeen granted an option to purchase             shares of common stock pursuant to a Non-Qualified Stock Option Agreement,dated August 8, 2005 (the “Option Agreement”).

 

•              The Company hasadopted a policy relative to vesting schedules for stock options to be grantedto individual optionees and has agreed to amend the vesting schedule for designatedoptionees Option Shares.

 

•              TheCompensation Committee of the Company will agree to allow designated optionholders to amend options to provide for the vesting of options on the basis oftwenty-five percent (25%) of the option shares on the first anniversary of thedate of grant, and the remainder of such option vesting quarterly during thethree-year period following the date of grant.

 

•              Optionee agreesand accepts the proposed revised vesting schedule for option shares.

 

NOW,THEREFORE, for valuable consideration, receipt of which is hereby acknowledged,the Company and Optionee agree, as follows:

 

1.             All capitalizedterms not otherwise defined herein shall have the meanings defined or set forthin the Option Agreement.

 

2.             Section 2of the Option Agreement is hereby amended to read as follows:

 

Grant of Option and Vesting.  The Company grants to the Optionee, subjectto the terms and conditions herein set forth, the right and option to purchasefrom the Company all or a part of an aggregate of             shares of Stock (the “Shares”) at the purchase price of $0.89 per share (the“Exercise Price”).  The Exercise Price isnot less than the fair market value of the Shares on the date of this grant.  Subject to acceleration pursuant toSection 3(e), the Option will become exercisable with respect to theShares in thirteen (13) installments. The following table sets forth the initial dates of exercisability ofeach installment and the number of Shares as to which this Option will becomeexercisable on such dates:

 

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| **Initial Date of Exercisability** | ** ** | **Number of Option Shares  Available for Exercise** | ** ** |
|------------------------------------|------------|-----------------------------------------------------|------------|
|                               |       |                                                |       |
| April 1, 2006                 |       | [25.00%]                                            |       |
|                               |       |                                                |       |
| July 1, 2006                  |       | [6.25%]                                             |       |
|                               |       |                                                |       |
| October 1, 2006               |       | [6.25%]                                             |       |
|                               |       |                                                |       |
| January 1, 2007               |       | [6.25%]                                             |       |
|                               |       |                                                |       |
| April 1, 2007                 |       | [6.25%]                                             |       |
|                               |       |                                                |       |
| July 1, 2007                  |       | [6.25%]                                             |       |
|                               |       |                                                |       |
| October 1, 2007               |       | [6.25%]                                             |       |
|                               |       |                                                |       |
| January 1, 2008               |       | [6.25%]                                             |       |
|                               |       |                                                |       |
| April 1, 2008                 |       | [6.25%]                                             |       |
|                               |       |                                                |       |
| July 1, 2008                  |       | [6.25%]                                             |       |
|                               |       |                                                |       |
| October 1, 2008               |       | [6.25%]                                             |       |
|                               |       |                                                |       |
| January 1, 2009               |       | [6.25%]                                             |       |
|                               |       |                                                |       |
| April 1, 2009                 |       | [6.25%]                                             |       |

 

Theforegoing rights to exercise this Option will be cumulative with respect to theoptioned Shares.

 

Upontermination of employment of Optionee prior to full and complete vesting, theunvested portion of this Option shall lapse. The Option will in all events cease to be exercisable on April 1,2012.

 

3.             The remainderof the Option shall remain in full force and effect.

 

INWITNESS WHEREOF, the Company and Optionee have executed this Amendment toOption Agreement this             day of                           ,2005.

 
| **OPTIONEE** |   | **MEDICALCV, INC.**          |
|--------------|--------|------------------------------|
|         |   |                         |
|         |   |                         |
|         |   |                         |   |
|         |   | By Susan L. Critzer          |
|         |   | Its Chairperson of the Board |

 

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