EX-10.1a


    Exhibit
      10.1(a) 

     

    As
      of
      October 12, 2005

    


    Mr.
      Richard Abbe     

    Iroquois
      Master Fund Ltd.

    641
      Lexington Avenue

    16th
      Floor

    New
      York,
      NY 10022

    


    Re:
      Securities
      Purchase Agreement dated August 16, 2005 

     

    Dear
      Mr.
      Abbe:

     

    As
      you
      discussed with John Masiz (and as supplemented by a conversation between Josh
      Silverman and me on October 25, 2005), and pursuant to the Purchase Agreement,
      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. As John discussed, 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. If this is
      acceptable, please acknowledge below. If you have any questions, don’t hesitate
      to call either John or myself to discuss this further.

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Richard,
      thank you for your consideration in this matter. I look forward to a long term
      relationship and to working with you in the future. 

     

    Sincerely,

     

    /s/
      Joseph Frattaroli

     

    Joseph
      Frattaroli

     

    President

     

    


     

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

    


    Iroquois
      Master Fund, Ltd.

    


    


    By:
      /s/ Richard Abbe

    Name:
      Richard Abbe

    Title:
      General Partner

    


     

    Omicron
      Master Trust

    


    


    By:
      /s/ Bruce Bernstein

    Name:
      Bruce Bernstein

    Title:
      Managing Partner

    


    RAQ,
      LLC

    


    By:
      /s/
      Lindsey A. Rosenwald

    Name:
      Lindsay A. Rosenwald

    Title:
      Managing Member