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                  EMPLOYMENT AGREEMENT

                  AGREEMENT (the "Agreement") dated as of September 30, 2010, between VYCOR MEDICAL, INC., a Delaware corporation ("Company"), and PETER C. ZACHARIOU, an
                     individual ("Executive").
                  

                           Company desires to employ Executive, and Executive desires
                     to be employed, as Executive Vice-President of Company, in each case,
                     on the terms and subject to the conditions set forth in this
                     Agreement.
                  

                           Accordingly, each party hereto hereby agrees as follows:

                  1.      TERM OF AGREEMENT

                  The term of this Agreement will commence on the date first set forth
                     above and will continue until August 30, 2011 (the "Initial Term").
                     At the conclusion of the Initial Term, and each successive term
                     thereafter, this Agreement will be automatically renewed for an
                     additional sixty (60) day term, unless either party hereto gives
                     written notice to the other party of its intention to terminate this
                     Agreement at least 60 days prior to the automatic renewal date.
                  

                  2.      EMPLOYMENT

                  2.1 Position and Duties. Executive will serve as an Officer of the Company, and will have
                     the general powers, duties and responsibilities of management usually
                     vested in such position of a corporation and such additional roles,
                     powers and duties as may be prescribed from time to time by the
                     Board, which may include services for one or more subsidiaries or
                     affiliates of Company.. Executive will not be required to spend more
                     than 120 days in the U.S. on any given calendar year in order to meet
                     his duties and responsibilities
                  

                  2.2 Other Services. The Company acknowledges that Executive's employment is not on a
                     full-time basis and that Executive hall be entitled to engage on any
                     other activities of his choosing and conduct personal business as
                     long as such activities do not interfere with or create a conflict
                     with Executive's duties hereunder.
                  

                  3.       COMPENSATION

                  As the Company is currently in the early stages of development and is
                     not yet cash-flow positive, unless specifically agreed by the
                     Company's Board of Directors, Executive shall receive no compensation
                     for Executive's services under this Agreement.
                  

                  4.      REIMBURSEMENT OF CERTAIN EXPENSES

                  4.1 Travel and Other Expenses. Company will pay to or reimburse Executive for reasonable and
                     necessary business, travel and other Company-related expenses and
                     similar expenditures incurred by Executive for which Executive
                     submits appropriate receipts and indicates the amount, date, location
                     and business character in a timely manner.
                  

               

            

         

         
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                  4.2 Liability Insurance. Company will cover Executive to the coverage of Company's officers
                     and directors' insurance and other liability insurance policies,
                     consistent with usual and reasonable business practices, to cover
                     Executive against insurable events related to his employment with
                     Company.
                  

                  4.3 Indemnification. The Company shall indemnify the Executive, and hold him harmless,
                     to the maximum extent permitted under law, if he is a party or is
                     threatened to be made a party to any threatened, pending or completed
                     action, suit or proceeding, whether civil, criminal, administrative
                     or investigative, other than an action by or in the right of the
                     Company
                      or its affiliates, by reason of the fact that the Executive is or was a director,
                     officer, employee or agent of the Company
                      or its affiliates, or is or was serving at the request of the Company as a director,
                     officer, employee or agent of another corporation, partnership, joint
                     venture, trust or other enterprise, against all expenses, including
                     attorneys' fees, judgments, fines and amounts paid in settlement.
                     Expenses incurred by the Executive in defending a civil or criminal
                     action, suit or proceeding referenced herein shall be promptly and
                     timely paid by the Company in advance of the final disposition of
                     such action, suit or proceeding at the written request of the
                     Executive, provided the Executive agrees to repay such amount to the
                     extent that it is ultimately determined that the Executive is not
                     entitled to indemnification. The right to indemnification or advances
                     as provided by this Agreement shall be enforceable by the Executive
                     in any court of competent jurisdiction. The Executive's expenses
                     incurred in connection with successfully establishing the Executive's
                     right to indemnification or advances, in whole or in part, in any
                     civil or criminal action, suit or proceeding shall also be
                     indemnified by the Company. Notwithstanding any other provision of
                     this Agreement, the Company hereby agrees to indemnify the Executive
                     to the full extent permitted by law, notwithstanding that such
                     indemnification is not specifically authorized by the other
                     provisions of this Agreement, the Company's Certificate of
                     Incorporation, the Bylaws or by statute. In the event of any changes,
                     after the date of this Agreement, in any applicable law, statute or
                     rule which expand the right of a Delaware corporation to indemnify an
                     officer, supervisor or employee of the Company, such changes shall be
                     within the purview of the Executive's rights, and the Company's
                     obligations, under this Agreement. In the event of any changes in any
                     applicable law, statute or rule which narrows the right of a Delaware
                     corporation to indemnify such changes, to the extent not otherwise
                     required by such law, statute or rule to be applied to this Agreement
                     shall have no effect on this Agreement or the parties' rights and
                     obligations hereunder. The indemnification provided by this Agreement
                     shall not be deemed exclusive of any rights to which the Executive
                     may be entitled under the Company's Certificate of Incorporation, the
                     Bylaws, any agreement, any vote of stockholders or disinterested
                     directors, the Delaware General Corporation Law, or otherwise. The
                     indemnification provided under this Agreement shall continue to
                     remain valid and enforceable by the Executive even though the
                     Executive may have ceased to be an officer, supervisor, director, or
                     employee of the Company or Executive's employment with the Company
                     under this Agreement has ceased.
                     
                  

                  5.      TERMINATION

                  5.1 Termination. Both the Company and the Executive shall have the right to
                     terminate Executive's employment at any time, and for any reason,
                     upon the delivery of thirty (30) days written notice to the
                     other party.
                  

               

            

         

         
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                  5.2 Return of Company Property. Within ten days after the effective date of termination of
                     Executive's employment with Company, Executive will return to Company
                     all products, books, records, forms, specifications, formulae, data
                     processes, designs, papers and writings relating to the business of
                     Company, including, but not limited to, proprietary or licensed
                     computer programs, customer lists and customer data, and copies or
                     duplicates thereof in Executive's possession or under Executive's
                     control. Executive will not retain any copies or duplicates of such
                     property and all licenses granted to him by Company to use computer
                     programs or software will be revoked on the termination date.
                  

                  6.      DUTY OF LOYALTY

                  During the term of this Agreement the Executive will follow the Vycor
                     Code of Ethics.
                  

                  7.      CONFIDENTIAL INFORMATION

                  7.1 Trade Secrets of Company. Executive, by reason of his prior employment with the Company and
                     during the term of this Agreement, has and will develop, have access
                     to and become acquainted with various trade secrets which are owned
                     by Company and which are regularly used in the operation of its
                     business. Executive will not disclose such trade secrets, directly or
                     indirectly, or use them in any way, either during the term of this
                     Agreement or at any time thereafter, except as required in the course
                     of his employment by Company. All files, contracts, manuals, reports,
                     letters, forms, documents, notes, notebooks, lists, records,
                     documents, customer lists, vendor lists, purchase information,
                     designs, computer programs and similar items and information relating
                     to the businesses of such entities, whether prepared by Executive or
                     otherwise and whether now existing or prepared at a future time,
                     coming into his possession will remain the exclusive property
                     of Company.
                  

                  7.2 Confidential Data of Customers of Company. Executive, in the course of his duties, will have access to and
                     become acquainted with financial, accounting, statistical and
                     personal data of customers of Company and of its and their
                     affiliates. All such data is confidential and will not be disclosed,
                     directly or indirectly, or used by Executive in any way, either
                     during the term of this Agreement (except as required in the course
                     of Executive's employment by Company) or at any time thereafter.
                  

                  7.3 Intellectual Properties. Executive will sign a Confidentiality Agreement (the
                     "Confidentiality Agreement") with the Company prior to or on his
                     start date.
                  

                  7.4 Continuing Effect. The provisions of this Section 7 will remain in effect after the
                     effective date of termination of Executive's employment with Company
                  

                  8.      OTHER PROVISIONS

                  8.1 Compliance with Other Agreements. Executive represents and warrants to Company that, to his knowledge
                     and belief, the execution, delivery and performance of this Agreement
                     will not conflict with or result in the violation or breach of any
                     term or provision of any order, judgment, injunction, contract,
                     agreement, commitment or other arrangement to which Executive is a
                     party or by which he is bound.
                  

               

            

         

         
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                  8.2 Non-delegable Duties. This Agreement is a contract for Executive's personal services. The
                     duties of Executive under this Agreement are personal and may not be
                     delegated or transferred in any manner whatsoever, and will not be
                     subject to involuntary alienation, assignment or transfer by
                     Executive during his life.
                  

                  8.3 Governing Law. The validity, construction and performance of this Agreement will
                     be governed by the internal laws of the State of New York. The
                     federal and state courts located in New York, New York will have
                     exclusive jurisdiction over any action to compel performance in
                     accordance with this Agreement, the Confidentiality Agreement or the
                     Dispute Resolution Agreement (as defined below) or to enforce any
                     award in any arbitration
                  

                  8.4 Severability. The invalidity or unenforceability of any particular provision of
                     this Agreement will not affect the other provisions, and this
                     Agreement will be construed in all respects as if any invalid or
                     unenforceable provision were omitted.
                  

                  8.5 Binding Effect. The provisions of this Agreement will bind and inure to the benefit
                     of the parties hereto and their respective successors and permitted
                     assigns.
                  

                  8.6 Notice. Any notices or communications required or permitted by this
                     Agreement will be deemed sufficiently given if in writing and when
                     delivered personally or two business days after deposit with the
                     United States Postal Service as registered or certified mail, postage
                     prepaid and addressed as follows:
                  

                              (a)      if to Company, to the principal office of
                     Company in the State of New York, marked "Attention: Chairman of the
                     Board", and to a member of the Company's Compensation Committee who
                     also qualifies as an "independent" member of the board of directors;
                     or
                  

                              (b)      if to Executive, to the most recent address for
                     Executive appearing in Company's records.
                  

                  8.7 Dispute Resolution. The parties agree to submit any disputes arising from this
                     Employment Agreement to final and binding arbitration under the
                     applicable Rules of the American Arbitration Association.
                  

                  8.8 Attorneys' Fees. The prevailing party in any suit or other proceeding brought to
                     enforce, interpret or apply any provisions of this Agreement will,
                     except as otherwise provided in the Dispute Resolution Agreement, be
                     entitled to recover all costs and expenses of the proceeding and
                     investigation (not limited to court costs), including attorneys' fees.
                  

                  8.9 Headings. The headings contained in this Agreement are for reference purposes
                     only and will not affect in any way the meaning or interpretation of
                     this Agreement.
                  

                  8.10 Amendment and Waiver. This Agreement may be amended, modified or supplemented only by a
                     writing executed by each of the parties hereto, and by Fountainhead,
                     so long as Fountainhead retains an ownership position in the Company.
                     Either party may in writing waive any provision of this Agreement to
                     the extent such provision is only for the benefit of the
                  

               

            

         

         
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                  waiving party, and no other party, including Fountainhead, who shall
                     be deemed a third party beneficiary for the purposes set forth
                     herein. No waiver by either party of a breach of any provision of
                     this Agreement will be construed as a waiver of any subsequent or
                     different breach, and no forbearance by a party to seek a remedy for
                     noncompliance or breach by the other party will be construed as a
                     waiver of any right or remedy with respect to such noncompliance
                     or breach.
                  

                  8.11 Entire Agreement. This Agreement and all other written agreements entered into with
                     Executive during his employment with Company, are the only agreements
                     and understandings between the parties hereto pertaining to the
                     subject matter hereof, and supersede all prior agreements, summaries
                     of agreements, descriptions of compensation packages, discussions,
                     negotiations, understandings, representations or warranties, whether
                     verbal or written, between the parties pertaining to such subject
                     matter.
                  

                  8.12 Authority. Company represents and warrants that the individual executing this
                     Agreement on its behalf has been duly authorized so to do and that
                     this Agreement is a valid and enforceable agreement of Company.
                  

                  IN WITNESS WHEREOF, the parties hereto have executed this Agreement
                     as of the date first above written.
                  

                  	 	 	 	 	 	 


                        	 	VYCOR MEDICAL, INC.	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	By:           /s/ Kenneth T. Coviello	 	 	 	 
	 	Name:      Kenneth T. Coviello	 	 	 	 
	 	 	 	 	 	 
	 	Title:        CEO	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	             /s/ Peter C. Zachariou	 	 	 	 
	 	             Peter C. Zachariou	 	 	 	 



               

            

         

         
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