EX-10.1b


    Exhibit
      10.1(b)

    


    


    


    As
      of
      October 12, 2005

    


    


    Smithfield
      Fiduciary LLC

    c/o
      Highbridge Capital Management, LLC

    9
      West
      57th
      Street,
      27th
      Floor

    New
      York,
      NY 10019

    Attn:
      Adam J. Chill

    


    Re:
      Securities
      Purchase Agreement dated August 16, 2005 

     

    Dear
      Mr.
      Chill:

     

    There
      are
      two upcoming obligations with which Vaso Active needs to comply. The first
      is
      the requirement under Section 4.5(a) of the Purchase Agreement that Vaso Active
      have available sufficient authorized Class A Common Stock to cover Iroquois’
investment (and that of the co-investors). To satisfy this requirement, the
      sole
      shareholder of our Class B Common Stock, BioChemics, Inc., has agreed not to
      exercise its right to convert its shares into shares of our Class A Common
      Stock
      until the effectiveness of the amendment to our Certificate of Incorporation
      increasing the number of authorized shares of Class A Common Stock. (A copy
      of
      BioChemics’ agreement is attached to this letter.) This action on the part of
      BioChemics frees up 4.5 million shares of Class A Common Stock which is more
      than sufficient to result in the satisfaction of this Purchase Agreement
      obligation. Accordingly, as John discussed with you, we need not take any
      further action to satisfy Section 4.5(a) of the Purchase Agreement.

     

    The
      second impending requirement of the Purchase Agreement is that Vaso Active
      file
      a resale registration statement covering the underlying Class A shares by
      October 15, 2005. By coordinating the filing of the resale registration
      statement of the Class A shares associated with the Purchase Agreement with
      the
      upcoming stockholders meeting to approve an increase in the number of authorized
      Class A shares, Vaso Active would save substantial accounting and legal fees.
      However, this would require that Vaso Active not comply with Section 6.1(a)
      of
      the Purchase Agreement and, as such, would incur an initial penalty of about
      $50,000. I am requesting your agreement to waive the October 15, 2005 deadline
      to permit Vaso Active to file the registration statement not later than December
      15, 2005. As compensation for this allowance, Vaso Active would like to offer
      Iroquois and the other co-investors a total of 100,000 warrants for Class A
      

     

    


     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


     

    Common
      Stock at $1.00 strike. The portion of these 100,000 warrants allocable to
      Smithfield Fiduciary LLC is 30,000 warrants. If this is acceptable, please
      acknowledge below. If you have any questions, don’t hesitate to call either me
      to discuss this further.

     

    Sincerely,

     

    /s/
      Joseph Frattaroli

     

    Joseph
      Frattaroli

     

    President

     

    


     

    Agreed
      and accepted as requested as of the date first above written.

    


    


    Smithfield
      Fiduciary LLC

    


    


    By:
      /s/ Adam J. Chill

    Name: 
      Adam J. Chill

    Title:
      Authorized Signatory