newcardio_8k-ex1030.htm


    Exhibit 10.30

     

    
      NewCardio,
Inc.

      2350
Mission College Blvd.

      Suite
1175

      Santa
Clara, CA 95054

      


      December
1, 2008

      


      Platinum
– Montaur Life Sciences, LLC

      152 West
57th
Street, 4th
Floor

      New York,
NY 10019

      


      RE:  Amendment
to Securities Purchase Agreement (the “Amendment”),
dated of even date herewith, by and among NewCardio, Inc., a Delaware
corporation (the “Company”),
and each purchaser identified on the signature pages to that certain Securities
Purchase Agreement (the “SPA”),
dated as of December 27, 2007, between Marine Park Holdings, Inc., a Delaware
corporation and the purchasers identified on the signature pages
thereto.

       

      Ladies
and Gentlemen:

      


      Reference
is made to the Amendment and the SPA.  Capitalized terms defined in
the Amendment and not otherwise defined herein shall have the same meanings as
ascribed to them in the Amendment.

      


      The
purpose of this letter is to set forth our agreement regarding the 1896 Series B
Preferred to be issued to Platinum pursuant to the provisions of paragraph 6c
and paragraph 6e of the Amendment (“Platinum’s
B Preferred”).

      


      In the
event that a Financing Transaction is not closed on or prior to March 2, 2009
(the “End
Date”), then Platinum shall have the right (the “Put”),
exercisable by delivery to the Company, within 30 days after the End Date, of a
written notice to such effect (the “Put
Notice”), to require the Company to accept delivery by Platinum of
Platinum’s B Preferred in exchange for delivery by the Company to Platinum of
the sum of $800,280 (the “Exercise
Sum”).

      


      If
Platinum timely delivers the Put Notice as provided above, then within five (5)
Business Days after delivery of the Put Notice, (x) Platinum shall deliver to
Sichenzia Ross Friedman Ference LLP (“SRFF”),
in escrow, the certificates for Platinum’s B Preferred (the “Certificates”),
together with executed stock powers in respect thereof transferring Platinum’s B
Preferred to the Company (the “Powers”),
(y) the Company shall deliver to SRFF, in escrow, the Exercise Sum, and (z) SRFF
agrees to accept and hold the Certificates, the Powers and the Exercise Sum in
escrow and, upon receipt of all of the same, to deliver the Certificates and the
Powers to the Company and deliver the Exercise Sum to Platinum.


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      


      If
Platinum shall not have delivered the Put Notice to the Company on or prior to
the End Date, then Platinum shall have no right to exercise the Put, and the Put
shall expire and be of no force or effect after the End Date.

      


      Please
confirm that the foregoing correctly sets forth your complete understanding and
agreement regarding the Put by signing below where indicated.

      


      Sincerely,

      


      s/s Richard D.
Brounstein

      Richard
D. Brounstein

      Executive
Vice President and CFO

      


      AGREED TO
BY:

      PLATINUM
– MONTAUR LIFE SCIENCES, LLC

      


      


      BY: s/s
Michael M. Goldberg, MD

      Name: Michael M. Goldberg,
MD

      Title:

      


      SICHENZIA
ROSS FRIEDMAN FERENCE LLP, as Escrow Agent

      


      BY: s/s
Thomas A. Rose

      Name: Thomas A. Rose

      Title: Partner

      


      APPROVED
BY:

      VISION
OPPORTUNITY MASTER FUND, LTD.

       

      


       

      BY:           S/S
Adam
Benowitz


      Name: Adam Benowitz

      Title: Director

      


      VISION
CAPITAL ADVANTAGE FUND, L.P.

       

      


      BY:           S/S
Adam
Benowitz

      Name: Adam Benowitz

      Title:
Director