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                  EXHIBIT 10.2

                    

                  September 29, 2010

                  Vycor Medical, Inc.
80 Orville Drive, Suite 100
Bohemia, New York 11716
                  

                  Re: Fountainhead Capital Management Limited–Extension of Funding Commitment

                  Ladies and Gentlemen:

                  The purpose of this letter agreement is to set forth the terms of an
                     extension of the funding commitment ("Funding Commitment") by
                     Fountainhead Capital Management Limited ("FHCM") initially issued as
                     a part of a Letter Agreement between FHCM, Regent Private Capital and
                     Vycor Medical, Inc. ("Vycor") dated as of December 29, 2009 (the
                     "FHCM Letter Agreement"). The terms of the Funding Commitment as
                     detailed in the FHCM Letter Agreement are incorporated by reference
                     herein. By its terms, the Funding Commitment expired on August 30,
                     2010. The parties now intend to extend the Funding Commitment for an
                     additional 12 months to August 31, 2011.
                  

                  Extension of Funding Commitment:

                  Fountainhead shall extend its Funding Commitment (to fund or procure
                     funding for Vycor's operating expenses) for an additional 12 months,
                     through August 31, 2011 (the "Extended Funding Commitment").
                  

                  In the same manner as detailed in the Funding Commitment, advances
                     under the Extended Funding Commitment will be subject to FHCM's
                     confirmation that Vycor's operations for the period commencing
                     September 1, 2010 through the end of each month immediately preceding
                     any funding under the Extended Funding Commitment are within ten
                     percent (10%) of the budgeted gross margin and net expenses in
                     accordance with Vycor's then approved budget (as the same may be
                     revised from time to time based on the mutual agreement of Vycor and
                     FHCM). Vycor and Fountainhead will agree to revise the existing
                     budget no later than October 31, 2010.
                  

                  As compensation for the extension of the Funding Commitment, Vycor
                     will immediately issue to FHCM additional warrants to purchase shares
                     of Vycor Common Stock equivalent to six percent (6%) of the fully
                     diluted share capital of Vycor as of the date of this Agreement. For
                     this purpose, the parties agree that the attached Capitalization and
                     Warrant Calculation is true and correct and will be utilized as the
                     basis for the calculation of the number of Warrants to be issued to
                     FHCM hereunder.
                  

               

            

         

         			

         			

         			

      

      
         
            
               
                  The warrants will be exercisable for a period of five (5) years from
                     the date of this Agreement at an exercise price of $0.175 per share
                     and will carry a cashless exercise feature.
                  

                  Any funds directly invested by FHCM will be in the form of a
                     convertible debenture with a final maturity of August 31, 2011,
                     accruing interest at a rate of six percent (6%) per annum and
                     convertible in whole or in part at the option of the holder into
                     shares of Vycor Common Stock at $0.0175 per share. The other terms
                     will be the same as FCM's existing convertible debentures, which have
                     a final maturity date of March 31, 2011. Under these terms, FCM
                     confirms that FCM has the right to convert at any time, and Vycor has
                     the right to repay at any time, but FCM does not have the right to
                     demand repayment prior to maturity unless there is an event
                     of default.
                  

                  Sincerely,

                  FOUNTAINHEAD CAPITAL MANAGEMENT LIMITED

                  	 	 	 	 	 	 


                        	 	          /s/ Carole Dodge	 	 	 	 
	 	By: ___________________________ 	 	 	 	 
	 	         Carole Dodge, Director	 	 	 	 
	 	 	 	 	 	 
	 	         /s/ Eileen O'Shea	 	 	 	 
	 	By: ___________________________ 	 	 	 	 
	 	         Eileen O'Shea, Director	 	 	 	 
	 	 	 	 	 	 
	 	ACKNOWLEDGED AND AGREED:	 	 	 	 
	 	 	 	 	 	 
	 	VYCOR MEDICAL, INC.	 	 	 	 
	 	 	 	 	 	 
	 	         /s/ Kenneth T. Coviello	 	 	 	 
	 	By: __________________________	 	 	 	 



               

            

         

         			

         			

         			

      

      
         
            
               
                  VYCOR CAPITALIZATION STRUCTURE SEPTEMBER 2010

                  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 


                        	 	 	 	 	 	 	 	Issued	 	 	 	 	 	Warrants/Options	 	 	 	 	 	Fully Diluted	 
	 	 	 	 	 	 	 	No.	 	 	%	 	 	 	 	 	No	 	 	 	 	 	No	 	 	%	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Management	 	 	10,235,842	 	 	1	%	 	 	 	 	25,508,762	 	 	 	 	 	35,744,604	 	 	5	%
	 	Fountainhead	 	 	531,376,650	 	 	77	%	 	 	 	 	78,530,305	 	 	 	 	 	609,906,956	 	 	77	%
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Total Insiders	 	 	541,612,492	 	 	79	%	 	 	 	 	104,039,067	 	 	 	 	 	645,651,560	 	 	81	%
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Public Shareholders	 	 	145,513,655	 	 	21	%	 	 	 	 	1,997,500	 	 	 	 	 	147,511,155	 	 	19	%
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	TotalIPublic	 	 	687,126,147	 	 	100	%	 	 	 	 	106,036,567	 	 	 	 	 	793,162,715	 	 	100	%
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	687,126,147	 	 	100	%	 	 	 	 	106,036,567	 	 	 	 	 	793,162,715	 	 	100	%
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Notes:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	(1) 	 	 	The substantial majority of management warrants are exerciseable at
                                 $0.00717 per share after Jan 1, 2011For this purposes "Management"
                                 includes Heather Vinas who resigned on May 14, 2010 for personal
                                 reasons but retains restricted stock, options and warrants	 
	 	(2)	 	 	Fountainhead's warrants are exerciseable at $0.0125 per share.
                                 39,063,670 vest by February 2012 subject to certain conditions	 
	 	(3)	 	 	Other shareholder warrants are exerciseable in the range of
                                 $0.24-$0.50 per share during 2010, 2011 and 2012	 
	 	(4)	 	 	Fountainhead also holds debt convertible at $0.0125 into 35,308,960 shares	 	 	 	 
	 	(5) 	 	 	Kenneth Coviello (CEO) entered into an incentive agreement with the
                                 Company under which he could receive upto an additional 24,000,000
                                 warrants in aggregate based on the achievement of certain targets for
                                 2010 and 2011, exerciseable at $0.015	 



                  FOUNTAINHEAD WARRANT PROPOSAL TO EXTEND FUNDING COMMITMENT TO AUGUST 2011

                  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Fully diluted share as per August 2010 Capitalization Table	 	 	94	%	 	793,162,715	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Fountainhead new warrants	 	 	 	 	 	 	 	 	6	%	 	50,627,407	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Adjusted fully diluted capitalization table	 	 	 	 	 	100	%	 	843,790,122	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Fountainhead adjusted fully diluted shareholding	 	 	 	 	 	78	%	 	660,534,363