EXHIBIT 10.1







Agreement by and between the Company and Partizipant, LLC dated July 31, 2011




AGREEMENT







THIS AGREEMENT dated July 31, 2011 (Effective Date"), by and between Vycor Medical, Inc., a
Delaware corporation, (the "Company") with an address located at 3651 FAU Blvd., Suite 300, Boca Raton, FL 33434, and Partizipant, LLC, a Delaware
limited liability company, (the "Consultant"), with an address located at P.O. Box 540304, Houston, TX 77254.  Each of the parties to
this Agreement is individually referred to herein as a "Party" and collectively as the "Parties."




WHEREAS:




A .

The Company is in the business of designing, developing, and marketing devices for use
in neurosurgery and in neuro-stimulation therapy.




B.

The Consultant has the investor relations expertise and experience to assist the
Company. Specifically, the Consultant will assist the Company with its financial market awareness. 

C.

The Consultant is offering its services as a consultant to the Company;

D.

The Company desires to retain the Consultant as an independent consultant and to
memorialize the

Consultant's work for the Company by entering into this written Agreement; and,




E.

The Parties agree that this Agreement reflects the entire understanding and
agreements between the Parties hereto.




AGREEMENT:




NOW, THEREFORE, in consideration of the foregoing recitals and the covenants and conditions
hereinafter set forth, the Parties hereto agree as follows:




1. TERM  & APPOINTMENT. 




(a)

The Company hereby appoints Consultant to render those services as more specifically
described in Section 2 hereof for the term of this Agreement.




(b)

Unless terminated at an earlier date or otherwise extended by agreement of the Parties,
the term of the Consultant's engagement hereunder shall be for a period of twelve (12) months (the "Term"), commencing on the Effective Date.
The period of engagement may be extended by written agreement or e-mail between the






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Parties, provided that certain provisions relating to compensation may change upon commencement of any
extension hereto.




2. SERVICES.




(a)

The Consultant shall provide the Company with a broad range of investor relations and
public relations services which shall include but not be limited to the following: (i) preparing a company awareness profile for use in the financial markets;
(ii) providing introductions to financial market professionals who can aid in increasing public awareness of the Company and (iii) assisting the Company a
variety of programs and activities which will serve to improve awareness of the Company in the financial marketplace in general, including but not limited to
organizing analyst meetings, news releases, interviews, appearances and promotional literature.




(b)

The Company hereby engages the Consultant and the Consultant hereby accepts
engagement as a consultant. It is understood and agreed, and it is the express intention of the Parties to this Agreement, that the Consultant is an
independent contractor, and not an employee or agent of the Company's for any purpose whatsoever. It is understood, however, that the Consultant will maintain
 Consultant's own business in addition to providing services to the Company. The Consultant agrees to
promptly perform all services required of the Consultant hereunder in an efficient, professional, trustworthy and businesslike manner. In such capacity,
Consultant will utilize only materials, reports, financial information or other documentation that is approved in writing in advance by the Company.




(c)

The Consultant agrees to serve the Company faithfully and to the best of Consultant's
ability and to devote a reasonable amount of time, attention and efforts to the business and affairs of the Company during Consultant's engagement by the
Company.




(d)

Consultant will pay all costs incident to performing its services.




3.

FEES.




(a)

As consideration for Consultant's Services, within five (5) business days of the
execution of this agreement, Consultant shall be paid a one-time payment of three hundred thousand dollars ($300,000). There will be no other expenses born by
the Company in the satisfaction of the Services. 




4.

INDEPENDENT CONTRACTOR STATUS.




Consultant understands that since the Consultant is not an employee of the Company, the Company will not
withhold income taxes or pay any employee taxes on its behalf, nor will it receive any fringe benefits. The Consultant shall not have any authority to assume
or create any obligations, express or implied, on behalf of the Company and shall have no authority to represent the Company as agent, employee or in any other
capacity than as herein provided. The Consultant does hereby indemnify and hold harmless the Company from and against any and all






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claims, liabilities, demands, losses or expenses incurred by the Company if the Consultant fails to
pay any applicable income and/or employment taxes (including interest or penalties of whatever nature), in any amount, relating to the Consultant's rendering of
consulting services to the Company, including any attorney's fees or costs to the prevailing Party to enforce this indemnity. The Consultant shall be
responsible for obtaining workers' compensation insurance coverage and agrees to indemnify, defend and hold the Company harmless of an from any and all claims
arising out of any injury, disability or death of the Consultant.




5. CONFIDENTIAL INFORMATION 




Except as permitted or directed by the Company's Board of Directors, during the term of Consultant's
engagement or at any time thereafter, the Consultant shall not divulge, furnish or make accessible to anyone or use in any way (other than in the ordinary
course of the business of the Company) any confidential or secret knowledge or information of the Company that the Consultant has acquired or become acquainted
with or will acquire or become acquainted with prior to the termination of the period of Consultant's engagement by the Company (including engagement by the
Company or any affiliated companies prior to the date of this Agreement) whether developed by Consultant self/herself or by others, concerning any trade
secrets, confidential or secret designs, processes, formulae, plans, devices or material (whether or not patented or patentable) directly or indirectly useful
in any aspect of the business of the Company, any customer or supplier lists of the Company, any confidential or secret development or research work of the
Company, or any other confidential information or secret aspects of the business of the Company. The Consultant acknowledges that the above-described knowledge
or information constitutes a unique and valuable asset of the Company and represents a substantial investment of time and expense by the Company, and that any
disclosure or other use of such knowledge or information other than for the sole benefit of the Company would be wrongful and would cause irreparable harm to
the Company. Both during and after the term of Consultant's engagement, the Consultant will refrain from any acts or omissions that would reduce the value of
such knowledge or information to the Company. The foregoing obligations of confidentiality shall not apply to any knowledge or information that is now
published and publicly available or which subsequently becomes generally publicly known in the form in which it was obtained from the Company, other than as
a direct or indirect result of the breach of this Agreement by the Consultant.




6. MISCELLANEOUS 




(a)

Facsimile Certification. A facsimile copy of this Agreement signed by any and/or all Parties
 shall have the same binding and legal effect as an original of the same.




(b)

Counterparts. This Agreement may be executed in one or more counterparts, each of
which shall be deemed an original, but all of which together shall constitute one in the same instrument. Regardless of whether this Agreement






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is executed in one or more counterparts, each such counterpart may be executed by actual or facsimile
signature(s).




(c)

Entire Agreement. This Agreement contains the entire understanding and agreement
between the Parties hereto with respect to its subject matter and supersedes any prior or contemporaneous written or oral agreements, representations or
warranties between them respecting the subject matter hereof.




(d)

Severability. If any provision of this Agreement, as applied to either Party or to
any circumstances, shall be adjudged by a court to be void or unenforceable, the same shall be deemed stricken from this Agreement and shall in no way affect
any other provision of this Agreement or the validity or enforceability of this Agreement. In the event any such provision (the "Applicable
Provision") is so adjudged void or unenforceable, Consultant and Company shall take the following actions in the
following order: (i) seek judicial reformation of the Applicable Provision; (ii) negotiate in good faith with each other to replace the Applicable Provision
with a lawful provision; and (iii) have an arbitration as provided in Paragraph 6(i) hereof determine a lawful replacement provision for the Applicable
Provision; provided, however, that no such action pursuant to either of clauses (i) or (iii) above shall increase in any respect the Company's or the
Consultant's obligations pursuant to the Applicable Provision.




(e)

Rights Cumulative. The rights and remedies provided by this Agreement are
cumulative, and the exercise of any right or remedy by either Party hereto (or by its successors), whether pursuant to this Agreement, to any other
agreement, or to law, shall not preclude or waive its right to exercise any or all other rights and remedies.




(f)

Non-waiver. No failure or neglect of either Party hereto in any instance to exercise
any right, power or privilege hereunder or under law shall constitute a waiver of any other right, power or privilege or of the same right, power or privilege
in any other instance. All waivers by either Party hereto must be contained in a written instrument signed by the Party to be charged and, in the case of the
Company, by an executive officer of the Company or other person duly authorized by the Company.




(g)

No Implied Contract. The Parties intend to be bound only up on execution of this
Agreement and no negotiation, exchange or draft or partial performance shall be deemed to imply an agreement. Neither the continuation of work by Consultant nor
any other conduct shall be deemed to imply a continuing agreement upon the expiration of this Agreement.




(h) 

Execution of the Agreement. Company and the Party executing this Agreement on behalf
of the Company has the requisite corporate power and authority to enter into and carry out the terms and conditions of this Agreement, as well as all
transactions contemplated hereunder. All corporate proceedings have been taken and all corporate authorizations and approvals have been secured which are
necessary to authorize the execution, delivery and performance by Company of






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this Agreement. This Agreement has been duly and validly executed and delivered by Company and
constitutes the valid and binding obligations of Company, enforceable in accordance with the respective terms. Upon delivery of this Agreement to Consultant,
this Agreement, and the other agreements referred to herein, will constitute the valid and binding obligations of Company, and will be enforceable in accordance
with their respective terms.




(i)

Mediation or Arbitration of Disputes.




 (i)

If a dispute arises out of or relates to this contract, or the
breach thereof, and if the dispute cannot be settled through negotiation, the parties agree first to try in good faith to settle the dispute by mediation
administered by the American Arbitration Association under its Commercial Mediation Procedures before resorting to arbitration, litigation, or some other
dispute resolution procedure. 




(ii) Any controversy or claim arising out of or relating to this contract, or the
breach thereof, shall be settled by arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, and judgment on the
award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof.




(j)

Non-Disclosure. Except as may be required by law, neither Consultant nor the Company
shall disclose the terms of this Agreement to persons not involved in the operation of the Company, and the Parties shall disclose the financial terms of the
Agreement to those involved in the operation of the Company only as needed to implement the terms of the Agreement or carry out the operations of the Company. The
above notwithstanding, the financial terms of the Agreement may be disclosed to: (i) either Party's accountants, financial or tax advisors, and any potential
investors in the Company, provided such persons agree not to disclose such terms of the Agreement further; and (ii) members of Consultant's immediate family,
provided such family members agree not to reveal the terms of the Agreement further.




(k)

Agreement to Perform Necessary Acts. Consultant and the Company agree to perform any
further acts and execute and deliver any documents that may be reasonably necessary to carry out the provisions of this Agreement.




(l )

Taxes. Consultant agrees to pay all taxes that may be imposed upon Consultant with
respect to the Payment paid to Consultant hereunder.




(m)

Governing Law. This Agreement and the rights and remedies of each Party arising out
of or relating to this Agreement (including, without limitation, equitable remedies) shall (with the exception of any applicable federal laws) be solely
governed by, interpreted under, and construed and enforced in accordance with the laws (without regard to the conflicts of law principles) of the State of
California, as if this Agreement were made, and as if its obligations are to be performed, wholly within the State of California.






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(n)

Successors & Assigns. This Agreement shall be binding upon and inure to the
benefit of the Parties hereto and their respective heirs, personal representatives and, to the extent permitted by subsection (o), successors and assigns.




(o)

Assignability. Neither this Agreement nor any right, remedy, obligation or liability
arising hereunder or by reason hereof shall be assignable (including by operation of law) by either Party without the prior written consent of the other Party
to this Agreement, except that the Company may, without the consent of the Consultant, assign its rights and obligations under this Agreement to any
corporation, firm or other business entity with or into which the Company may merge or consolidate, or to which the Company may sell or transfer all or
substantially all of its assets, or of which 50% or more of the equity investment and of the voting control is owned, directly or indirectly, by, or is under
common ownership with, the Company. Provided such assignee explicitly assumes such responsibilities, after any such assignment by the Company, the Company
shall be discharged from all further liability hereunder and such assignee shall thereafter be deemed to be the Company for the purposes of all provisions of
this Agreement including this Section 6. Compensation under this Agreement is assignable at the discretion of the Consultant.




(p)

Modification, Amendment, Waiver or Termination. No provision of this Agreement may be
modified, amended, waived or terminated except by an instrument in writing signed by the Parties to this Agreement. No course of dealing between the Parties
will modify, amend, waive or terminate any provision of this Agreement or any rights or obligations of any Party under or by reason of this Agreement.




(q)

Notices. All notices, consents, requests, instructions, approvals or other
communications provided for herein shall be in writing and delivered by personal delivery, overnight courier, mail, electronic facsimile or e-mail addressed to
the receiving Party at the address set forth herein. All such communications shall be effective when received.







If to the Company:




Vycor Medical, Inc.

3651 FAD Blvd., Suite 300

Boca Raton, FL 33434




With a copy to: 




Robert Diener

Law Offices of Robert Diener

56 Laenani Street

Haiku, HI 96708






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If to the Consultant:

 

Partizipant, LLC

P.O. Box 540304

Houston, TX 77254




Any Party may change the address set forth above by notice to the other Party given as provided
herein. 




(r)

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




(s)

Third-Party Benefit. Nothing in this Agreement, express or implied, is intended to
confer upon any other person any rights, remedies, obligations or liabilities of any nature whatsoever.




(t)

Preparation of Agreement. The Parties have participated jointly in the negotiation
and drafting of this Agreement and each provision hereof. In the event any ambiguity, conflict, omission or other question of intent or interpretation arises,
this Agreement shall be construed as if jointly drafted by the Parties, and no presumption or burden of proof shall be presumed, implied or otherwise
construed favoring or disfavoring any Party by virtue of the authorship of this Agreement or of any provision hereof.




(u)

Absence of Warranties and Representations. Each Party hereto acknowledges that they
have signed this Agreement without having relied upon or being induced by any agreement, warranty or representation of fact or opinion of any person not
expressly set forth herein or in the Disclosure Materials. All representations and warranties of either Party contained herein shall survive its signing and
delivery.
















SIGNATURE PAGE FOLLOWS









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IN WITNESS WHEREOF, this Consulting Agreement has been executed by the Parties as of the date
first above written.




		
	Vycor Medical, Inc.:

	Consultant: Partizipant, LLC


	


/s/ Peter Zachariou

	


      /s/ Joseph Kowal


	By:_____________________________

	By:_______________________________


	Name: Peter C. Zachariou

	Name: Joseph D. Kowal


	Title: Executive Vice President

	Title: Principal


	 
	 











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