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                  EXHIBIT 10.1

                  AMENDED AND RESTATED CONSULTING AGREEMENT

                  This Amended and Restated Consulting Agreement (this "Agreement") dated September 29, 2010 is made as the effective date of February
                     10, 2010 by and between Vycor Medical, Inc., a Delaware corporation
                     (the "Company") and Fountainhead Capital Management Limited, an entity registered
                     in Jersey ("FCM") (each a "Party" and collectively referred to hereafter as the "Parties").
                  

                  W I T N E S S E T H:

                        WHEREAS, the Company is an early-stage business with limited
                     resources to pursue its business plan and strategy.
                  

                        WHEREAS, FCM has substantial experience in corporate strategic
                     and financial advice and has substantial expertise and contacts which
                     are of value to the Company in carrying out its business plan;
                  

                        WHEREAS, to facilitate the pursuit of the goals stated in its
                     business plan, the Company desires to engage FCM to provide the
                     services specified in this Agreement;
                  

                        NOW, THEREFORE, in consideration of the premises and the mutual
                     covenants herein contained and for other good and valuable
                     consideration, the receipt and adequacy of which are hereby
                     acknowledged, the Parties, intending to be legally bound, hereby
                     agree in good faith as follows:
                  

                        1.       Services. The services which FCM shall provide under this Agreement, shall
                     include the following:
                  

                            (a)    FCM will familiarize itself to the extent it deems
                     appropriate with the business, operations, financial condition and
                     prospects of the Company solely for the purpose of assisting in
                     developing an overall strategic plan;
                  

                            (b)    At the request of the Company's management, FCM will
                     provide strategic advisory services relative to the achievement of
                     the Company's business plan;
                  

                            (c)    FCM will assist the Company on the preparation of
                     budgets and strategic plans and assist in the analysis of proposed
                     contractual and other transactions;
                  

                            (d)    FCM will assist in the identification and qualifying
                     of potential investors including institutional funds which might have
                     an interest in evaluating participation in financing transactions
                     with the Company;
                  

                            (e)    At the request of the Company's management, FCM will
                     provide advisory services related to corporate governance and matters
                     related to the maintenance
                  

               

            

         

         			

         			

         			

      

      
         
            
               
                  of the Company's status as a publicly-reporting company, and will
                     assist the Company in satisfying various corporate compliance matters;
                  

                            (f)    At the request of the Company's management, FCM will
                     assist the Company in negotiation strategies with Company creditors;
                     and
                  

                  For the avoidance of doubt, under this Consulting Agreement FCM will
                     not have the authority to bind the Company. All of the services
                     provide by FCM shall be performed outside of the United States and
                     FCM will not have any specific duties or roll as an officer or
                     Director of the Company. Any services provided by individuals which
                     may be related to FCM will be performed on an individual basis and
                     not on behalf of FCM and shall be compensated, if any, separately
                     from this Agreement.
                  

                  FCM is not a licensed broker-dealer. Under no circumstances will FCM
                     engage in any activities which would require licensure as a
                     broker-dealer or otherwise.
                  

                        2.       Term and Termination. The term of this engagement shall be for a period of two (2) years
                     commencing with the date of this Agreement and may be extended upon
                     the mutual written agreement of the Parties. Vycor has the right to
                     terminate this agreement one (1) year commencing with the date of
                     this Agreement if the Funding (as defined below) has not occurred by
                     that date.
                  

                        3.       Consideration. In consideration for FCM providing the services set forth in
                     Section 1 above, the Company will pay to FCM.
                  

                            (a)    Signing Warrants. Upon the signing of this
                     agreement, the Company shall issue to FCM warrants to purchase
                     39,063,670 shares of the Company's Common Stock, at a price of
                     $0.0125 per share.
                  

                            (b)    Success Warrants. Should new funding totaling $3
                     million in aggregate in Common Stock of Vycor or in securities
                     convertible into Common Stock of Vycor at a price of no less than
                     $0.0125 per share of Common Stock be closed during the term of this
                     agreement (the "Funding"), then the Company shall issue to FCM
                     additional warrants to purchase 39,063,670 shares of the Company's
                     Common Stock, at a price of $0.0125 per share.
                  

                           (c)    Monthly Retainer. Commencing February 10, 2010 the
                     Company shall pay to FCM a retainer of $8,500. This monthly retainer
                     shall be accrued and paid out to FCM at the option of FCM as
                     follows: (i) in Vycor stock at any time at $0.0125 per share; or (ii)
                     in cash following the closing of a fundraising of $1.5 million or on
                     the sale of the Company
                  

                           (d)    Out of Pocket Expenses. Commencing February 10, 2010
                     the Company shall reimburse FCM for all reasonable out-of-pocket
                     expenses directly incurred in the provision of the services set forth
                     in Section 1 above, to include expenses incurred during FCM's visit
                     to Vycor commencing January 24, 2010. This reimbursement shall be
                     accrued and paid out to FCM at the option of FCM as follows:
                  

               

            

         

         			

         			

         			

      

      
         
            
               
                  (i) in Vycor stock at any time at $0.0125 per share; or (ii) in cash
                     following the closing of a fundraising of $1.5 million or on the sale
                     of the Company
                  

                        4.       Notices. All notices, requests, demands, claims, and other communications
                     hereunder shall be in writing. Any notice, request, demand, claim or
                     other communication hereunder shall be deemed duly delivered four
                     business days after it is sent by registered or certified mail,
                     return receipt requested, postage prepaid, or one business day after
                     it is sent for next business day delivery via a reputable overnight
                     courier service, in each case to the intended recipient as set
                     forth below:
                  

                  	 	 	 	 	 	 


                        	 	If to the Company:
                           	 	 	Copy to:	 
	 	 	 	 	 	 
	 	
                              Vycor Medical, Inc.


                              80 Orville Dr.


                              Suite 100


                              Bohemia, NY 11716


                              

                              

                           	 	 	
                              Law Offices of Robert Diener


                              122 Ocean Park Boulevard


                              Suite 307


                              Santa Monica, California 90405


                           	 
	 	 	 
	 	Attention: Robert Diener	 
	 	 	 	 	 	 
	 	If to the FCM:	 	 	 	 
	 	 	 	 	 	 
	 	
                              Fountainhead Capital Management Limited


                              Portman House


                              Hue Street, St. Helier


                              Jersey JE4 5RP


                           	 	 	 	 
	 	 	 	 	 	 
	 	Attention: Richard Breeze	 	 	 	 



                  Any Party may give any notice, request, demand, claim or other
                     communication hereunder using any other means (including personal
                     delivery, expedited courier, messenger service, telecopy, telex,
                     ordinary mail or electronic mail), but no such notice, request,
                     demand, claim or other communication shall be deemed to have been
                     duly given unless and until it actually is received by the party for
                     whom it is intended. Any party may change the address to which
                     notices, requests, demands, claims, and other communications
                     hereunder are to be delivered by giving the other party notice in the
                     manner herein set forth.
                  

                        5.    Miscellaneous.

                           (a)    Entire Agreement. This Agreement constitutes the entire agreement among the Parties
                     and supersedes any prior understandings, agreements or
                     representations by or among the Parties, written or oral, with
                     respect to the subject matter hereof.
                  

               

            

         

         			

         			

         			

      

      
         
            
               
                           (b)    Succession and Assignment. This Agreement shall be binding upon and inure to the benefit of
                     the Parties named herein and their respective successors and
                     permitted assigns. No Party may assign either this Agreement or any
                     of its rights, interests or obligations hereunder without the prior
                     written approval of the other party.
                  

                           (c)    Counterparts and Facsimile Signature. This 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. This Agreement may be
                     executed by facsimile signature.
                  

                           (d)    Headings. The section headings contained in this Agreement are inserted for
                     convenience only and shall not affect in any way the meaning or
                     interpretation of this Agreement.
                  

                           (e)    Governing Law. This Agreement shall be governed by and construed in accordance
                     with the internal laws of the State of New York without giving effect
                     to any choice or conflict of law provision or rule (whether of the
                     State of New York or any other jurisdiction) that would cause the
                     application of laws of any jurisdictions other than those of the
                     State of New York. The Parties hereby consent to the exclusive
                     jurisdiction of the courts of the State of New York located in the
                     Borough of Manhattan and the United States District Court for the
                     Southern District of New York for all disputes arising under this
                     Agreement.
                  

                           (f)    Amendments and Waivers. The Parties may mutually amend any provision of this Agreement at
                     any time during the term of this Agreement prior to the termination
                     of this Agreement. No amendment of any provision of this Agreement
                     shall be valid unless the same shall be in writing and signed by the
                     Parties. No waiver of any right or remedy hereunder shall be valid
                     unless the same shall be in writing and signed by the party giving
                     such waiver. No waiver by any party with respect to any default,
                     misrepresentation or breach of warranty or covenant hereunder shall
                     be deemed to extend to any prior or subsequent default,
                     misrepresentation or breach of warranty or covenant hereunder or
                     affect in any way any rights arising by virtue of any prior or
                     subsequent such occurrence.
                  

                           (g)    Severability. Any term or provision of this Agreement that is invalid or
                     unenforceable in any situation in any jurisdiction shall not affect
                     the validity or enforceability of the remaining terms and provisions
                     hereof or the validity or enforceability of the offending term or
                     provision in any other situation or in any other jurisdiction. If the
                     final judgment of a court of competent jurisdiction declares that any
                     term or provision hereof is invalid or unenforceable, the Parties
                     agree that the court making the determination of invalidity or
                     unenforceability shall have the power to limit the term or provision,
                     to delete specific words or phrases, or to replace any invalid or
                     unenforceable term or provision with a term or provision that is
                     valid and enforceable and that comes closest to expressing the
                     intention of the invalid or unenforceable term or provision, and this
                     Agreement shall be enforceable as so modified.
                  

               

            

         

         			

         			

         			

      

      
         
            
               
                           (h)    Construction. The language used in this Agreement shall be deemed to be the
                     language chosen by the Parties to express their mutual intent, and no
                     rule of strict construction shall be applied against any party.
                     Any reference to any federal, state, local or foreign statute or law
                     shall be deemed also to refer to all rules and regulations
                     promulgated thereunder, unless the context requires otherwise.
                  

                           (i)    Remedies. FCM shall be entitled to enforce its rights under this Agreement
                     specifically to recover damages by reason of any breach of any
                     provision or term of this Agreement and to exercise all other rights
                     existing in its favor. In the event of any dispute under this
                     Agreement, the prevailing party shall be entitled to recover its
                     costs incurred in connection with the resolution thereof, including
                     reasonable attorneys fees.
                  

                  IN WITNESS WHEREOF, the parties hereto have duly executed this
                     Agreement as an instrument under seal as of the date first written
                     above.
                  

                  Vycor Medical, Inc.

                  	 	 	 	 	 	 	 	 	 


                        	 	
                              

                                          
By:      /s/ Kenneth T. Coviello           
Name:   Kenneth T. Coviello
Title:     President


                              

                              

                              Fountainhead Capital Management Limited


                                


                                          
By:      /s/ Eileen O'Shea           
Name:   Eileen O'Shea
 Title:     Director


                                


                                          
By:      /s/ Carole Dodge            
Name:   Carole Dodge
 Title:     Director