Exhibit 10.3


 


MEDICALCV, INC.

AMENDMENT NO. 1 TO WARRANT


 


AMENDMENT NO. 1, effective December     ,
2005, to that certain Warrant issued April 1, 2005, by and between
MEDICALCV, INC., a Minnesota corporation (the “Company”) and the undersigned
Holder of the Warrant.


 


WHEREAS, pursuant to the terms of a
Securities Purchase Agreement dated March 31, 2005, the Holder received a
Warrant dated April 1, 2005, to purchase Common Stock of the Company; and


 


WHEREAS, the Company and Holder hereby agree
to amend the Warrant as hereinafter provided.


 


NOW, THEREFORE, for valuable consideration,
receipt of which is hereby acknowledged, the Company and Holder hereby agree as
follows:


 


1.                                       Capitalized
terms that are used and not defined in this Agreement shall have the respective
definitions set forth in the Purchase Agreement.


 


2.                                       Section
1, definition of “Exercise Price” is hereby amended to read as follows:


 


“Exercise Price” means $0.325, subject to adjustment in accordance with
Section 9.


 


3.                                       Expiration
Date.  The “Expiration Date” set
forth in the initial paragraph of the Warrant is hereby amended to read “January
6, 2006.”


 


4.                                       Cash
Exercise Only.  The Holder shall pay
the Exercise Price in cash by executing and delivering to the Company the
Exercise Notice attached hereto as Exhibit A on or before 12:00 p.m.
noon CST on January 6, 2006 and by delivery of immediately available funds
equal to the Exercise Price of all Warrant Shares on or before 12:00 p.m. noon
CST on January 6, 2006.  Section 10 of
the Warrant is hereby deleted.


 


5.                                       Miscellaneous.


 


(a)                                  Except
for the foregoing changes, the remainder of the Warrant shall remain in full
force and effect and shall be binding on and inure to the benefit of the
parties hereto and their respective successors and assigns.


 


(b)                                 This
Amendment No. 1 may be signed in any number of counterparts, which together
will be one and the same instrument. 
This Amendment No. 1 shall be binding upon the Company and the Holder
and their respective successors and assigns.


 


(c)                                  This
Amendment No. 1 shall be governed by and construed and enforced in accordance
with the internal laws of the State of New York (Except for matters governed by


 





















 


the corporate law in the State of Minnesota), without regard to the
principles of conflicts of law thereof.


 


IN WITNESS WHEREOF, the Company has caused
this Warrant to be duly executed by its authorized officer as of the date first
indicated above.


 


	
   

  	
  MEDICALCV,
  INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Marc P.
  Flores

  
	
   

  	
   

  	
  Chief
  Executive Officer

  
	
   

  	
   

  
	
   

  	
  WARRANT
  HOLDER

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Full Name of
  Holder

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name and
  Title

  
	
   

  	
   

  
	
   

  	
  Warrant No.

  
	
   

  	
  Number of
  Warrant Shares

  
	
   

  	
  Original
  Issue Date: March 31, 2005

  



 


2





















 


EXHIBIT A


 


EXERCISE
NOTICE

MEDICALCV, INC.

WARRANT DATED MARCH 31, 2005


 


The undersigned
Holder hereby irrevocably elects to purchase                       
shares of Common Stock pursuant to the above referenced Warrant, as
amended.  Capitalized terms used herein
and no otherwise defined have the respective meanings set forth in the Warrant.


 


1.                                       The
undersigned Holder hereby exercises its right to purchase                               
Warrant Shares pursuant to the Warrant.


 


2.                                       Holder
has elected a Cash Exercise, the holder shall pay the sum of $                    
to the Company in accordance with the terms of the Warrant.


 


3.                                       Pursuant
to this Exercise notice, the Company shall deliver to the holder                         
Warrant Shares in accordance with the terms of the Warrant.


 


4.                                       By
its delivery of this Exercise Notice, the undersigned represents and warrants
to the Company that in giving effect to the exercise evidenced hereby the
Holder will not beneficially own in excess of the number of shares of Common
Stock (determined in accordance with Section 13(d) of the Securities Exchange
Act of 1934) permitted to be owned under Section 11 of this Warrant to which
this notice relates.


 


	
  Dated:

  	
   

  	
   

  	
  Name of
  Holder:

  
	
   

  	
   

  
	
   

  	
  (Print)

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  (Signature must conform in all respects to name of holder as specified
  on the face of the Warrant)

  
								



 


A-1