EX-10.1






FIRST AMENDMENT TO NOTE AND SECURITY AGREEMENT




THIS FIRST AMENDMENT (THE “FIRST AMENDMENT”) DATED OCTOBER 31, 2008 TO NOTE AND SECURITY
AGREEMENT (THE “AGREEMENT”) DATED AS OF AUGUST 28, 2008 BETWEEN NON-INVASIVE MONITORING SYSTEMS,
INC. (“BORROWER”) AND THE UNDERSIGNED LENDERS (“LENDERS”).



RECITALS




WHEREAS, Borrower and Lenders (collectively, the “Parties”) are parties to the Agreement which
became effective on August 28, 2008; and



WHEREAS, the Borrowers and Lenders desire to amend the Agreement to extend the Maturity Date
(as defined in the Agreement) from October 31, 2008 until November 30, 2008.



NOW THEREFORE, in consideration of the mutual covenants and promises contained in the
Agreement and this First Amendment and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, Borrower and Lenders agree as follows:



AMENDMENT




1. Extension of Maturity Date. Section 3 of the Agreement is hereby amended and restated in
its entirety as follows:



Payments of Obligations, including Principal and Interest. The
principal amount of the Loan evidenced hereby, together with any accrued and unpaid
interest, and any and all the Obligations, including unpaid costs, fees and expenses
accrued, such as Lender’s Expenses, shall be due and payable in full on November 30,
2008 (the “Maturity Date”).



2. Governing Law. This First Amendment shall be governed by the laws of the State of Florida
without regard to its conflict of laws rules or principles.



3. Amendments. Except as expressly amended hereby, the Agreement shall remain unmodified and
in full force and effect.



4. Entire Agreement. This First Amendment and the Agreement and any schedules or exhibits
attached to the Agreement constitute the entire agreement of the Parties with respect to the
subject matter hereof and supersede all prior understandings and writings between the Parties
relating thereto.



5. Interpretation. Any capitalized terms used in this First Amendment but not otherwise
defined shall have the meaning provided in the Agreement.



6. Counterparts. This First Amendment may be executed manually, electronically in Adobe® PDF
file format, or by facsimile by the Parties, in any number of counterparts, each of which shall be
considered one and the same amendment and shall become effective when a counterpart hereof shall
have been signed by each of the Parties and delivered to the other Party.



IN WITNESS WHEREOF, the Parties hereto have caused this First Amendment to be executed in
their names as of the date first written above.



	 	 	 
	 	 	NON-INVASIVE MONITORING SYSTEMS, INC.
	
 
	 	By:/s/ Adam S. Jackson
	
 
	 	 
	
 
	 	Name: Adam S. Jackson

Title: Chief Financial Officer
	FROST GAMMA INVESTMENTS TRUST

	 	

	By: /s/ Phillip Frost

	 	

	 

	 	

	Name: Phillip Frost

Title: Trustee

	 	



	HSU GAMMA INVESTMENT LP

	 	

	By:/s/ Jane H. Hsiao

	 	

	 

	 	

	Name: Jane H. Hsiao

Title: Managing Partner

	 	



	MARVIN A. SACKNER, MD

	 	

	By:/s/ Marvin A. Sackner

	 	

	 

	 	

	Name: Marvin A. Sackner

Title:

	 	



	MARIE V. WOLF

	 	

	By:/s/ Marie V. Wolf

	 	

	 

	 	

	Name: Marie V. Wolf

Title: