ex101.htm


    


    
      
        

      



    NewCardio,
Inc. –
2350 Mission College Boulevard – Suite 1175
– Santa
Clara, CA –
95054

    


    December
28, 2009

    


    Vision
Opportunity Master Fund, Ltd.

    c/o
Vision Capital Advisors, LLC

    20 West
55th
Street, 5th
Floor

    New York,
NY 10019

    Attn:  Michael
Mosiello

    Fx.
212-867-1416

    m.mosiello@visicap.com

    


    Gentlemen:

    


    Reference
is made to that certain Securities Purchase Agreement, dated as of July 30,
2009, between NewCardio, Inc., a Delaware corporation (the “Company”), and each
purchaser identified on the signature pages thereto (collectively, the “Purchasers”),
pursuant to which the Purchasers were issued the Company’s 12% Secured Revolving
Debentures due, subject to the terms therein, March 31, 2011, in the aggregate
principal amount of $3,000,000 (as amended, the “Purchase
Agreement”).  Capitalized terms used and not otherwise defined
herein shall have the meanings set forth in the Purchase Agreement or the
Debentures, as the case may be.

    


    Whereas
the Company and Purchasers holding at least a majority in interest of the
Securities presently outstanding have determined that it is in the best
interests of the Company and the Purchasers to amend the Purchase Agreement and,
to the extent applicable, the Transaction Documents, in certain respects, the
purpose of this letter is to amend the Purchase Agreement and the Transaction
Documents, as follows:

     

    
      	
              1.

            	
              The
      term “Debentures” in the Purchase Agreement shall be amended and restated
      in its entirety to mean the 12% Secured Revolving Debentures due, subject
      to the terms therein, May 31, 2011, issued by the Company to the
      Purchasers.

            


    

     

    
      	
              2.

            	
              The
      term “Advance End Date” in the Debentures shall be amended and restated in
      its entirety to mean August 31,
2010.

            


    

     

    
      	
              3.

            	
              The
      term “Stated Maturity” in the Debentures shall be amended and restated in
      its entirety to mean May 31, 2011 or such earlier date as this Debenture
      is required or permitted to be repaid as provided
    hereunder.

            


    

     

    
      	
              4.

            	
              Except
      as amended hereby, the Purchase Agreement and the Transaction Documents
      remain in force and effect.

            


    

     

    
      	
              5.

            	
              This
      amendment may be executed in counterparts that, together, shall have the
      same effect as if all parties signed this amendment on the same signature
      page.

            


    

     

     

    
      
        	
                Sincerely,  

                 

                 

              	 	 	
                AGREED
      TO BY:

                VISION
      OPPORTUNITY
      MASTER FUND, LTD.

                 

                 

              
	
                /s/
      Richard D. Brounstein

              	 	By: 	
                /s/
      Carl Kleidman

              
	Name: Richard D.
    Brounstein,  	 	 	
                Carl
      Kleidman

              
	Title:  CFO    12.28.09	 	 	
                12.30.09