Subsidiary Account Side Letter



 Exhibit 4.7 
  

LAURUS MASTER FUND, LTD. 
 825 Third Avenue,
14th Floor 
 New York, New York 10022 
  
 May 27,
2004 
  
 Vertical Health Ventures, Inc.

 855 Dunbar Avenue 
 Oldsmar, Florida 34677 
  
 Attn: Steve Watters, CEO 
  
 Re: Restricted Account:
Account Number 2704051685, Account Name: Vertical Health Ventures, Inc., maintained at North Fork Bank (the “Restricted Account”). 
  
 Reference is made to (i) that certain Securities Purchase Agreement, dated as of May 27, 2004 (as amended, modified or supplemented from time to time, the
“Purchase Agreement”), by and among Vertical Health Solutions, Inc., a Florida corporation (the “Parent”), Vertical Health Ventures, Inc., a Delaware corporation (the “Company”), and Laurus Master Fund, Ltd. (the
“Purchaser”) and (ii) that certain Restricted Account Agreement, dated as of May 27, 2004 (as amended, modified or supplemented from time to time, the “Restricted Account Agreement”), by and among the Company, Laurus and North
Fork Bank (the “Bank”). Capitalized terms used but not defined herein shall have the meanings ascribed them in the Purchase Agreement or the Restricted Account Agreement, as applicable. Pursuant to the Section 3.2 of the Purchase
Agreement, the Company is required to place $3,823,000 in the Restricted Account, and, subject to the provisions of this letter, the Purchase Agreement and any Related Agreement, maintain such amount in the Restricted Account for as long as the
Purchaser shall hold any outstanding Series A Preferred and to assign the Restricted Account for the benefit of the Purchaser as security for the performance of the Parent’s, the Company’s and each of their respective Subsidiaries’
obligations to the Purchaser. 
  
 The Purchaser and the Company
desire to clarify certain aspects regarding the use of funds contained in the Restricted Account, and for good consideration, the receipt and sufficiency of which is here acknowledged, the Company and the Purchaser agree that, promptly following any
conversion of any amount of the outstanding Series A Preferred (such event, a “Conversion”), the Purchaser shall direct the Bank, pursuant to a Release Notice (as defined in the Restricted Account Agreement), to wire an amount of funds
equal to the corresponding dollar amount by which the aggregate Stated Value of all outstanding Series A Preferred Shares has been reduced pursuant to such a Conversion from the Restricted Account to such bank account as the Company may direct the
Purchaser in writing. 
  
 This letter may not be amended or waived
except by an instrument in writing signed by the Company and the Purchaser. This letter may be executed in any number of counterparts, each of which shall be an original and all of which, when taken together, shall constitute one agreement. Delivery
of an executed signature page of this letter by facsimile 







 transmission shall be effective as delivery of a manually executed counterpart hereof or thereof, as the case may be.
This letter shall be governed by, and construed in accordance with, the laws of the State of New York. This letter sets forth the entire agreement between the parties hereto as to the matters set forth herein and supersede all prior communications,
written or oral, with respect to the matters herein. 
  
 If the
foregoing meets with your approval please signify your acceptance of the terms hereof by signing below. 
  

			
	 Signed,

	
	 Laurus Master Fund, Ltd.

		
	 By:
	 	 /s/ DAVID GRIN


	 Name:
	 	 David Grin

	 Title:
	 	 Fund Manager



  
 Agreed and Accepted this 27th day of May, 2004. 
  

			
	 Vertical Health Ventures, Inc.

		
	 By:
	 	 /s/ STEPHEN WATTERS


	 Name:
	 	 Stephen Watters

	 Title:
	 	 CEO