RETURN
      TO TREASURY AGREEMENT 

    


    THIS
      AGREEMENT is
      made
      as of the 27th
      day of
      December,
      2007

    


    BETWEEN:

    


    MARINE
      PARK HOLDINGS, INC.,
      a
      corporation formed pursuant to the laws of the State of Delaware and having
      an
      office for business at 850 Third Avenue, Suite 1801, New York, New York 10022
      (the “Company”)

    


    AND:

    


    DIVERSE
      TRADING LTD.,
      a
      British Virgin Islands corporation and having an office for business at
      _________________________ (the “Shareholder”).

     

    WHEREAS:

    


    A. The
      Shareholder is the registered and beneficial owner of 1,000,000 shares of the
      Company’s common stock.

    


    B. The
      Company has entered into a Share Exchange Agreement with NewCardio, Inc., a
      Delaware corporation, and certain other parties (the “Merger
      Agreement”).

    


    C. As
      a
      condition to the aforementioned Merger Agreement, the Shareholder has agreed
      to
      return Sixty Thousand Fifteen (60,015) shares of the Company’s common stock (the
“Surrendered Shares”) held by them to the treasury of the Company for the sole
      purpose of the Company retiring the Surrendered Shares.

    


    NOW
      THEREFORE THIS AGREEMENT WITNESSETH THAT
      in
      consideration of the premises and sum of $1.00 now paid by the Company to the
      Shareholder, the receipt and sufficiency whereof is hereby acknowledged, the
      parties hereto hereby agree as follows:

    


    Surrender
      of Shares

    


    1. The
      Shareholder hereby surrenders to the Company the Surrendered Shares by
      delivering to the Company herewith a share certificate or certificates
      representing the Shares, duly endorsed for transfer in blank, The Company hereby
      acknowledges receipt from the Shareholder of the certificates for the sole
      purpose of retiring the Surrendered Shares.

    


    Retirement
      of Shares

    


    2. The
      Company agrees, subject to section 3 hereof, to forthwith after the closing
      of
      the Merger Agreement to retire the Surrendered Shares pursuant to §243 of the
      Delaware General Corporation Law and to deliver to the Shareholder a balance
      Certificate free of restrictive legends. .

    


    Condition
      Precedent

    


    3. Notwithstanding
      any other provision herein, in the event that the transactions contemplated
      by
      the Merger Agreement do not close on or before the deadline set forth is said
      Merger Agreement, this Agreement shall terminate and the Company shall forthwith
      return to the Shareholder the certificates representing the Surrendered
      Shares.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    Representations
      and Warranties

    


    4. The
      Shareholder represents and warrants to the Company that it is the owner of
      the
      Surrendered Shares and that it has good and marketable title to the Surrendered
      Shares and that the Surrendered Shares are free and clear of all liens, security
      interests or pledges of any kind whatsoever. 

    


    General

    


    5. Each
      of
      the parties will execute and deliver such further and other documents and do
      and
      perform such further and other acts as any other party may reasonably require
      to
      carry out and give effect to the terms and intention of this
      Agreement.

    


    6. Time
      is
      expressly declared to be the essence of this Agreement.

    


    7. The
      provisions contained herein constitute the entire agreement among the Company
      and the Shareholder respecting the subject matter hereof and supersede all
      previous communications, representations and agreements, whether verbal or
      written, among the Company and the Shareholder with respect to the subject
      matter hereof.

    


    8. This
      Agreement will enure to the benefit of and be binding upon the parties hereto
      and their respective heirs, executors, administrators, successors and permitted
      assigns.

    


    9. This
      Agreement is not assignable without the prior written consent of the parties
      hereto. 

    


    10. This
      Agreement may be executed in counterparts, each of which when executed by any
      party will be deemed to be an original and all of which counterparts will
      together constitute one and the same Agreement. Delivery of executed copies
      of
      this Agreement by telecopier will constitute proper delivery, provided that
      originally executed counterparts are delivered to the parties within a
      reasonable time thereafter.

    


    IN
      WITNESS WHEREOF
      the
      parties have executed this Agreement effective as of the day and year first
      above written.

     

    
      
        	
                MARINE
                  PARK HOLDINGS, INC.

              
	 
	
                By:

              	/s/
                David Stefansky	 
	
                           
                  David Stefansky

              
	
                           
                  President, Chief Executive Officer and

              
	
                           
                  Chief Financial Officer

              
	 
	
                SHAREHOLDER:

              
	 
	
                DIVERSE
                  TRADING LTD.

              
	 
	
                By:

              	 	 


      

    

    


    
      
        
        

      

      
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