AMENDMENT
NO. I TO RESTRICTED STOCK PURCHASE AGREEMENT
  THIS
AMENDMENT NO. 1(this
"Amendment") is effective as of September 15, 2007 (the "Effective Date") and is
made to the Restricted Stock Purchase Agreement between Kenneth Londoner (the
"Purchaser") and NewCardio, Inc., a Delaware corporation (along with its
successors in interest, the "Company") dated June 4, 2007 (the "RSPA"), whereby
the Purchaser purchased 4,200,000 shares of the Company's Common Stock. Any
terms not defined in this Amendment shall have the meanings ascribed thereto in
the RSPA.
  WHEREAS,
the parties wish to amend the release schedule set forth in Section 4 of the RSPA.
  NOW THEREFORE,for good and valuable
consideration, the receipt of which is hereby acknowledged, the parties agree as
follows:
  Amendment.
  A.
Effective as of the Effective Date, Section 4 of the RSPA is hereby amended and restated
and replaced with the following language:
  "4.Release of Shares from
Repurchase Option; Vesting.
  This
Repurchase Option shall be exercisable, in whole or in part, according to the
following vesting schedule:
  A.  2,965,546
of the Shares shall be released from the Repurchase Option on the date of this
Agreement.
  B.  850,000
of theShares shall he
released from the Repurchase Option upon satisfactory completion
(as determined by the Board of Directors in a commercially reasonable manner) of
both (1) an interim debt or equity financing in which at least $450,000 of new
money is raised for the Company and (2) a reverse merger with a public shell
corporation.
  C.  192,227
of the Shares shall be released from the Repurchase Option upon the closing of an
equity financing (i) in which at least $5,000,000 of new money is raised, and
such $5,000,000 represents not more than 16.7% of the fully diluted
capitalization of the Company following such closing, including all shares of
Common Stock and Preferred Stock then outstanding, all shares of Common Stock
subject to stock options then outstanding or reserved for issuance under the
Company's Stock Plan, and all shares of Common Stock or Preferred Stock subject
to then outstanding stock purchase warrants or other securities convertible into
shares of the Company's capital stock, or (ii) in which at least $5,000,000 of
new money is raised on such other terms as shall be reasonably acceptable to the
Board of Directors at such time.
  D.  192,227
of the Shares shall be released from the Repurchase Option upon the first anniversary
following a six (6) month period in which the public market value of the Company
has continuously been $100,000,000 or more."
  1
  Miscellaneous.
  A. Governing
Law. This Amendment shall be governed by and construed and interpreted
under the laws of the State of California without reference to conflicts of law
principles.
  B. Severabilitv.inthe event that any
provision of this Amendment becomes or is declared
by a court ofcompetent
jurisdiction to be illegal, unenforceable or void, this Amendment shall continue
in full force and effect without said provision, provided that no such
severability shall be effective if it materially changes the economic benefit of
this Amendment to any Party.
  C. Modification.
This Amendment may not be altered, amended or modified in any way except by
written consent of the Company and the Purchaser. Waiver of any term or
provision of this Amendment or forbearance to enforce any term or provision by
any partyshall not
constitute a waiver as to any subsequent breach or failure of the same term or
provision or a waiver of any other term or provision of this
Amendment.
  D. Full
Force and Effect. Except as amended hereby, the RSPA shall remain in full force and
effect.
  E. Counterparts.
This Amendment may be executed in counterparts, each of which shall be
declared an original, but all of which together shall constitute one and the
same instrument.
  F. Entire
Agreement.ThisAmendment, together with the RSPA (except as amended hereby),
constitutes the entire agreement between the parties with respect to the subject
matter hereof, and supercedes and replaces all prior and contemporaneous
understandings or agreements, written or oral, regarding such subject
matter.
  [Remainder of thepage
intentionally left blank]
   2
  This
Amendment is made and entered into as of September 15, 2007.
   NEWCARDIO,
      INC.By:
      /s/ Robert BlairName:
      Robert BlairTitle:
      Chairman of the BoardPURCHASER/s/
      Kenneth LondonerKenneth
      Londoner
     3
 RESTRICTED
STOCK PURCHASE AGREEMENT
  This
Restricted Stock Purchase Agreement (the "Stock Agreement")is made
effective as of May 2007 by and between NewCardio, Inc., a Delaware corporation
(the "Company"),and Kenneth Londoner (the "Purchaser").
  In
consideration of the mutual covenants and representations set forth below, the
Company and Purchaser agree as follows:
  1.  Purchase
and Sale of the Shares.Subject to the terms and conditionsof this
Stock Agreement,
the Company agrees to sell to Purchaser and Purchaser agrees to purchase from
the Company on the Closing (as defined below) 4,200,000 shares of the Company's
Common Stock, (the "Shares"), ata priceof $0.02 (two cents)
per share (the "Purchase
Price"), foran aggregate
purchase price of $84,000.00.
  2.  Closing.The purchase and saleof the
Shares shalloccur at a closing (the "Closing")to be held
on the date first set forth above, or at any other time mutually agreed upon by
the Company and Purchaser. The Closing will take place at the principal office
of the Company or at such other place as shall be designated by the Company. At
the Closing, Purchaser shall deliver the aggregate Purchase Price set forth
above to the Company by wire transfer, check or any other method of payment
permissible under applicable law and approved by the Company's Board of
Directors (or any combination of such methods of payment), and the Company will
issue, as promptly thereafter as practicable, a stock certificate, registered in
the name of the Purchaser, reflecting the Shares.
  3.Repurchase Option.
  A. Inthe event the Purchaser
ceases to be an employee, consultant, advisor, or officer
of the Company (a "Service
Provider")for any or no reason, including, without limitation, by reason
of Purchaser's death or disability (as defined in Section 22(e)(3) of the
Internal Revenue Code of 1986, as amended (the "Code"), "Disability"), resignation or termination, the Company shall,
fromsuch time (as determined by the Company in its discretion),
have an irrevocable, exclusive option to repurchase (the "Repurchase Option")any
Shares which have not yet been released from the Repurchase Option (the "Unreleased Shares"), at a priceper share equal to the
Purchase Price (the "Repurchase Price"). The Companymay exercise its
Repurchase Option as to any or all of the Unreleased Shares at any time after
the Purchaser ceases to be a Service Provider; provided,
however,thatwithout requirement of further
action on the part of either party hereto, the Repurchase Option shall be deemed
to have been automatically exercised as to all Unreleased Shares at 5:00 p.m
(Pacific Time) as of the date that is 60 days following the date Purchaser
ceases to be a Service Provider, unless the Company declines in writing to
exercise its Repurchase Option prior to such time; and provided,
further,that notwithstanding the above, the Repurchase Option shall not
be deemed to have been automatically exercised, and shall instead be deemed to
become temporarily unexercisable as of such time and date in any case where such
automatic exercise would result in a violation of applicable taw by reason of
the Company having insufficient assets to meet its obligations or otherwise,
including, without limitation, a violation of any provision of Sections 500
through 505 of the California Corporations Code and Section 160 of the Delaware
General Corporation Law. The Repurchase Option shall once again be deemed
exercisable (or, as provided above, exercised) as soon as a violation of
applicable law would not result from its exercise.
  4
  B. Ifthe Company decides not to exercise
its Repurchase Option, it shall notify the Purchaser
in writing within 60 days of the date Purchaser ceases to be a Service Provider.
If the Repurchase
Option is exercised or deemed exercised, within 60 days of the date Purchaser
ceases to be a Service Provider, the Company shall deliver payment to the
Purchaser, with a copy to the Escrow Agent (as defined in Section 8hereof), by any of
the following methods, in the Company's sole discretion: (i) delivering to the
Purchaser or the Purchaser's executor a bank or certified check in the amount of
the aggregate Repurchase Price, (ii) canceling an amount of the Purchaser's
indebtedness to the Company equal to the aggregate Repurchase Price, provided,
however, that Purchaser does not contest the amount of said indebtedness, or
(iii) any combination of (i) and (ii) such that the combined payment and
cancellation of agreed upon indebtedness equals the aggregate Repurchase
Price.
  C.  In the
event that the Repurchase Option is exercised or deemed exercised and the Company
fails to deliver the aggregate Repurchase Price to the Purchaser, the sole right
and remedy of the Purchaser thereafter shall be to receive the Repurchase Price,
and in no case shall the Purchaser have any claim of ownership as to any of the
Unreleased Shares.
  D.  The
Company in its sole discretion may assign all or part of the Repurchase Option to
one or more employees, officers, directors or stockholders of the Company or
other persons or organizations.
  4.Release of Shares from
Repurchase Option; Vesting.
  This
Repurchase Option shall be exercisable, in whole or in part, according to the
following vesting schedule:
  A.  1,050,000
of the Shares shall be released from the Repurchase Option on the date of this
Agreement.
  B.  1,750,000
of the Shares shall be released from the Repurchase Option upon satisfactory
completion (as determined by the Board of Directors in a commercially reasonable
manner) of both (1) an intern debt or equity financing in which at least
$450,000 of new money is raised for the Company and (2) a reverse merger with a
public shell corporation.
  C.  700,000
of the Shares shall be released from the Repurchase Option upon the closing
of an equity financing (i) in which at least $5,000,000 of new money is raised,
and such $5,000,000 represents not more than 16.7% of the fully diluted
capitalization of the Company following such closing, including all shares of
Common Stock and Preferred Stock then outstanding, all shares of Common Stock
subject to stock options then outstanding or reserved for issuance under the
Company's Stock Plan, and all shares of Common Stock or Preferred Stock subject
to then outstanding stock purchase warrants or other securities convertible into
shares of the Company's capital stock, or (ii) inwhich at least $5,000,000 of new money is raised on such other terms as
shall be reasonably acceptable to the Board of Directors at such
time.
  D.  700,000
of the Shares shall be released from the Repurchase Option upon the first
anniversary following a six month period in which the public market value of the
Company has continuously been $100,000,000 or more.
  5.Release of
Shares.
  Subject
to the provisionsof Section
8,the Shares which have been released from the Company's Repurchase
Option shall be delivered to the Purchaserwithin ten (10)business days from Purchaser's request therefor.
  5
  6.Restrictions on
Transfer.
  A.  The
Purchaser hereby makes the investment representations listed on Exhibit Al to the
Company as of the date of this Stock Agreement and as of the date of the
Closing, and agrees that such representations are incorporated into this Stock
Agreement by this reference, such that the Company may rely on them in issuing
the Shares. Purchaser understands and agrees that the Company shall cause the
legends set forth below, or substantially equivalent legends, to be placed upon
any certificate(s) evidencing ownership of the Shares, together with any other
legends that may be required by the Company or by applicable state or federal
securities laws:
  THE
SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT
OF 1933 (THE "ACT") AND MAY NOT BE OFFERED. SOLD OR OTHERWISE TRANSFERRED,
PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER THE ACT OR, IN THE
OPINION OF COUNSEL SATISFACTORY TO THE ISSUER OF THESE SECURITIES, SUCH OFFER,
SALE OR TRANSFER, PLEDGE OR HYPOTHECATION OTHERWISE COMPLIES WITH THE
ACT,
  THE
SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON
TRANSFER, A RIGHT OF FIRST REFUSAL, A LOCK-UP PERIOD IN THE EVENT OF A PUBLIC
OFFERING AND A REPURCHASE OPTION HELD BY THE ISSUER OR ITS ASSIGNEE(S) AS SET
FORTH IN THE RESTRICTED STOCK PURCHASE AGREEMENT BETWEEN THE ISSUER AND THE
ORIGINAL HOLDER OF THESE SHARES, A COPY OF WHICH MAY BE OBTAINED AT THE
PRINCIPAL OFFICE OF THE ISSUER, SUCH TRANSFER RESTRICTIONS, RIGHT OF FIRST
REFUSAL, LOCK-UP PERIOD AND REPURCHASE OPTION ARE BINDING ON TRANSFEREES OF
THESE SHARES.
  B.  Stop-Transfer
Notices.Purchaser agrees that to ensure compliance with the restrictions
referred to herein, the Company may issue appropriate "stop transfer"
instructions to its transfer agent, if any, and that, if the Company transfers
its own securities, it may make appropriate notations to the same effect in its
own records.
  C.  Refusal
to Transfer.The Company shall not be required (i) to transfer on its books any
Shares that have been sold or otherwise transferred in violation of any of the
provisions of this Stock Agreement or (ii) to treat as owner of such Shares or
to accord the right to vote or pay dividends to any purchaser or other
transferee to whom such Shares shall have been so transferred.
  D.  Lock-Up
Period.Purchaser hereby agrees that Purchaser shall not sell, offer, pledge,
contract to sell, grant any option or contract to purchase, purchase any option
or contract to sell, grant any right or warrant to purchase, lend or otherwise
transfer or encumber, directly or indirectly, any Shares or other securities of
the Company, nor shall Purchaser enter into any swap, hedging or other
arrangement that transfers to another, in whole or in part, any of the economic
consequences of ownership of any Shares or other securities of the Company,
during the period from the filing of the first registration statement ofthe Company filed under the Securities Act of 1933, as amended (the
"Secnrifies Act"),
that includes securities to be sold on behalf of the Company to the public in an
underwritten public offering under the Securities Act through theend of
the 180-day period following the effective date of such registration statement
(or such other period as may be requested by the Company or the underwriters to
accommodate regulatory
   6
   restrictions
on (i) the publication or other distribution of research reports and (ii)
analyst recommendations and opinions, including, but not limited to, the
restrictions contained in NASD Rule 2711(f)(4) or NYSE Rule 472(f)(4), or any
successor provisions or amendments thereto). Purchaser further agrees, if so
requested by the Company or any representative of its underwriters, to enter
into such underwriter's standard form of "lockup" or "market standoff" agreement
in a form satisfactory to the Company and such underwriter. The Company may
impose stop-transfer instructions with respect to securities subject to the
foregoing restrictions until the end of any such restriction
period.
  E.  Unreleased
Shares.No Unreleased Shares subject to the Repurchase Option contained
in Section 3 of this Agreement, nor any beneficial interest in such Shares,
shall be sold, transferred, encumbered or otherwise disposed of in any way
(whether by operation of law or otherwise) by the Purchaser, other than as
expressly permitted or required by Section 3.
  F.  Released Shares.No Shares
purchased pursuant to this Stock Agreement, nor any beneficial
interest in such Shares, shall be sold, transferred, encumbered or otherwise
disposed of in any way (whether by operation of law or otherwise) by the
Purchaser or any subsequent transferee, other than in compliance with the
Company's right of first refusal provisions contained in Section 7 of this Stock
Agreement.
  7. Company's Right of First Refusal.Before any Shares acquired by the Purchaser pursuant to this Stock
Agreement (or any beneficial interest in such Shares) may be sold, transferred
encumbered or otherwise disposed of in any way (whether by operation of law or
otherwise) by the Purchaser or any subsequent transferee (each a "Holder"), such
Holder must first offer such Shares or beneficial interest to the Company and/or
its assignee(s) as follows:
  A.  Notice of Proposed Transfer.The Holder shall deliver to the Company a written notice
("Notice") stating: (i) the Holder's bona fide intention to sell or otherwise
transfer the Shares; (ii) the name of each proposed transferee; (iii) the number
of Shares to be transferred to each proposed transferee; (iv) the bona fide cash
price or other consideration for which the Holder proposes to transfer the
Shares; and (v) that by delivering the Notice, the Holder offers all such Shares
to the Company and/or its assignee(s) pursuant to this section and on the same
terms described in the Notice.
  B.  Exercise of Right of First Refusal.At any time within 15 days after receipt of the Holder's
notice ("Notice Period"), the Company and/or its assignee may, by giving written
notice to the Holder, elect to purchase all, but not less than all, of the
Shares proposed to be transferred to any one or more of the proposed
transferees, at the purchase price determined in accordance with Section 7.0
hereof.
  C.  Purchase
Price.The purchase price for the Shares purchased by the Company and/or
its assignee(s) under this section shall be the price listed in the Holder's
Notice. If the price listed in the Holder's Notice includes consideration other
than cash the cash equivalent value of the non-cash consideration shall be
determined by mutual agreement between Holder and the Company.
  D.  Payment.Payment of the
purchase price shall be made, at the option of the Company
and/or its assignee(s), in cash (by check), by cancellation of all or a portion
of any outstanding indebtedness of the Holder to the Company and/or its
assignee(s) (provided Holder does not contest the amount of said indebtedness),
or by any combination thereof within 30 days after receipt by the Company of the
Holder's Notice (or at such later date as is called for by such Notice).
  7
  E.  Holder's
Right to Transfer.If all of the Shares proposed in the Notice to be transferred
to a given proposed transferee are not purchased by the Company and/or its
assignee(s) as provided in this section, then the Holder may sell or otherwise
transfer such Shares to that proposed transferee; providedthat: (i) the transfer is made only on the terms provided for in the
notice, with the exception of the purchase price, which may be either the price
listed in the notice or any higher price; (ii) such transfer is consummated
within 60 days after the end of the Notice Period; (iii) the transfer is
effected in accordance with any applicable securities laws, and if requested by
the Company, the Holder shall have delivered an opinion of counsel acceptable to
the Company to that effect; and (iv) the proposed transferee agrees in writing
to receive and hold the Shares so transferred subject to all of the provisions
of this Stock Agreement, including but not limited to this section, and there
shall be no further transfer of such Shares except in accordance with the terms
of this section. If any Shares described in a notice are not transferred to the
proposed transferee within the period provided above, then before any such
Shares may be transferred, a new notice shall be given to the Company, and the
Company and/or its assignees shall again be offered the right of first refusal
described in this section.
  F.  Exception for
Certain Family Transfers.Notwithstanding anything
to the contrary
contained elsewhere in this section, the transfer of any or all of the Shares
during the Holder's lifetime or on the Holder's death by will or intestacy to
the Holder's spouse, child, father, mother, brother, sister, father-in-law,
mother-in-law, brother-in-law, sister-in-law, grandfather, grandmother,
grandchild, cousin, aunt, uncle, niece, nephew, stepchild, or to a trust or
other similar estate planning vehicle for the benefit of the Holder or any such
person, shall be exempt from the provisions of this section; providedthat, in each such case, the transferee agrees in writing to receive and
hold the Shares so transferred subject to all of the provisions of this Stock
Agreement, including but not limited to this section, and there shall be no
further transfer of such Shares except in accordance with the terms of this
section; and provided
further,that without the prior written consent of the Company, which may
be withheld in the sole discretion of the Company, no more than three transfers
may be made pursuant to this section, including all transfers by the Holder and
all transfers by any transferee.
  G. Termination
of Right of First RefUsal.The right of first refusal contained in this section
shall terminate as to all Shares purchased hereunder upon the earlier of: (i)
the closing date of the first sale of Common Stock of the Company to the general
public pursuant to a registration statement filed with and declared effective by
the Securities and Exchange Commission under the Securities Act, and (ii) the
closing date of a Change of Control pursuant to which the holders of the
outstanding voting securities of the Company receive securities of a class
registered pursuant to Section 12 of the Securities Exchange Act of 1934, as
amended.
  8.Escrow.
  A. As
security for the faithful performance of this Stock Agreement, Purchaser agrees,
immediately upon receipt of the certificate(s) evidencing the Shares, to deliver
such certificate(s), together with a stock power in the form of Exhibit B
attached to this Stock Agreement, executed by Purchaser and by Purchaser's
spouse, if any (with the date and number of Shares left blank), to the Secretary
of the Company or to another designee of the Company (the "Escrow Agent"). These
documents shall be held by the Escrow Agent pursuant to the Joint Escrow
Instructions of the Company and Purchaser set forth in Exhibit C attached to
this Stock Agreement, which instructions are incorporated into this Stock
Agreement by this reference, and which instructions shall also be delivered to
the Escrow Agent after the Closing.
   8
  B.
Subject to the terms hereof, the Purchaser shall have all the rights of a stockholder
with respect to such Shares while they are held in escrow, including without
limitation, the right to vote the Shares. If, from time to time during the term
of the Company's Repurchase Option, there is (i) any stock dividend, stock split
or other change in the Shares, (ii) any dividend of cash or other property on
the Shares, or (iii) any merger or sale of all or substantially all of the
assets or other acquisition of the Company, any and all new, substituted or
additional securities or cash or other consideration to which the Purchaser is
entitled by reason of the Purchaser's ownership of the Shares shall immediately
become subject to this escrow, deposited with the Escrow Agent and included
thereafter as "Shares" for purposes of this Stock Agreement and the Company's
Repurchase Option.
  C. Shares
which have been released from the Repurchase Option pursuant to Section 4
hereof shall be released from escrow and delivered to Purchaser within ten (10)
business days of Purchaser's written request therefor.
  9.  Tax Consequences.The
Purchaser has reviewed with the Purchaser's own tax advisors the
federal, state, local and foreign tax consequences of this investment and the
transactions contemplated by this Stock Agreement. The Purchaser is relying
solely on such advisors and not on any statements or representations of the
Company or any of its agents. The Purchaser understands that the Purchaser (and
not the Company) shall be responsible for any tax liability that may arise as a
result of the transactions contemplated by this Stock Agreement. The Purchaser
understands that Section 83 of the Code, taxes as ordinary income the difference
between the purchase price for the Shares and the fair market value of the
Shares as of the date any restrictions on the Shares lapse. In this context,
"restriction" includes the right of the Company to buy back the Shares pursuant
to the Repurchase Option. The Purchaser understands that the Purchaser may elect
to be taxed at the time the Shares are purchased rather than when and as the
Repurchase Option expires by filing an election under Section 83(b) of the Code
with the IRS within 30 days from the date of purchase. THE FORM FOR MAKING THIS SECTION
83(B) ELECTION ISATTACHEDTO THIS STOCK AGREEMENT AS EXHIBIT D AND
THE PURCHASER (ANDNOT
THE COMPANY OR ANY OF ITS AGENTS) SHALL BE SOLELY RESPONSIBLE FORAPPROPRIATELY FILING SUCH FORM, EVEN
IF THE PURCHASER REQUESTS THECOMPANY OR ITS AGENTS TO MAKE THIS
FILING ON PURCHASER'S BEHALF.
  10.  General
Provisions.
  A.  Choice of Law.This Stock
Agreement shall be governed by the internal substantive
laws, but not the choice of law rules, of the State of California.
  B.  Integration.This Stock
Agreement, including all exhibits hereto, represents the entire
agreement between the parties with respect to the purchase of the Shares by the
Purchaser and supersedes and replaces any and all prior written or oral
agreements regarding the subject matter of this Stock Agreement including, but
not limited to, any representations made during any interviews, relocation
discussions or negotiations whether written or oral.
  C. Notices.Any notice, demand,
offer, request or other communication required or permitted
to be given by either the Company or the Purchaser pursuant to the terms of this
Stock Agreement shall be in writing and shall be deemed effectively given the
earlier of (i) when received, (ii) when delivered personally, (iii) one business
day after being delivered by facsimile (with receipt ofappropriate confirmation),
(iv) one business day after being deposited with an overnight courier service or
(v) four days after being deposited in the U.S. mail, First Class with postage
prepaid and return receipt requested, and addressed to the parties at the
addresses provided to the Company (which the Company agrees to disclose to the
other parties upon request)
or such other address as a party may request by notifying the other in
writing.
  9
  D.  Successors.Any successor to the Company (whether direct or indirect and whether
by purchase, merger, consolidation, liquidation or otherwise) to all or
substantially all of the Company's business and/or assets shall assume the
obligations under this Stock Agreement and agree expressly to perform the
obligations under this Stock Agreement in the same manner and to the same extent
as the Company would be required to perform such obligations in the absence of a
succession. For all purposes under this Stock Agreement, the term "Company"shall include any
successor to the Company's business and/or assets which executes and delivers
the assumption agreement described in this section or which becomes bound by the
terms of this Stock Agreement by operation of law. Subject to the restrictions
on transfer set forth in this Stock Agreement, this Stock Agreement shall be
binding upon Purchaser and his or her heirs, executors, administrators,
successors and assigns.
  E.  Assignment;
Transfers.Except as set forth in this Stock Agreement, this Stock Agreement,
and any and all rights, duties and obligations hereunder, shall not be assigned,
transferred, delegated or sublieensed by the Purchaser without the prior written
consent of the Company. Any attempt by the Purchaser without such consent to
assign, transfer, delegate or sublicense any rights, duties or obligations that
arise under this Stock Agreement shall be void. Except as set forth in this
stock Agreement, any transfers in violation of any restriction upon transfer
contained in any section of this Stock Agreement shall be void, unless such
restriction is waived in accordance with the terms of this Stock
Agreement.
  F.  Waiver.Either party's failure to enforce any provision of this Stock Agreement shall not
in any way be construed as a waiver of any such provision, nor prevent that
party from thereafter enforcing any other provision of this Stock Agreement. The
rights granted both parties hereunder are cumulative and shall not constitute a
waiver of either party's right to assert any other legal remedy available to
it.
  G.  Further Documents.Each party hereto agrees upon request of the other party to execute
any further documents or instruments necessary or reasonably desirable in the
view of the requesting party to carry out the purposes or intent of this Stock
Agreement, including (hut not limited to) the applicable exhibits and
attachments to this Stock Agreement.
  H.Severability.Should any provision of this Stock Agreement be found to be illegal or
unenforceable, the other provisions shall nevertheless remain effective and
shall remain enforceable to the greatest extent permitted by law.
  I.Rights as
Stockholder.Subject to the terms and conditions of this Stock Agreement,
Purchaser shall have all ofthe rights of a stockholder of the Company with respect to the Shares
from and after the date that Purchaser delivers a fully executed copy of this
Stock Agreement (including the applicable exhibits and attachments to this Stock
Agreement) and full payment for the Shares to the Company, and until such time
as Purchaser disposes of the Shares in accordance with this Stock Agreement.
Upon such transfer. Purchaser shall have no further rights as a holder of the
Shares so purchased except (in the case of a transfer to the Company) the right
to receive payment for the Shares so purchased in accordance with the provisions
of this Stock Agreement. and Purchaser shall forthwith cause the certificate(s)
evidencing the Shares so purchased to be surrendered to the Company for transfer
or cancellation.
  J.Adjustment for
Stock SplitAll references to the number of Shares and the purchase
price of the Shares in this Stock Agreement shall be adjusted to reflect any
stock split, stock
dividend or other change in the Shares which may be made alter the date of this
Stock Agreement.
  10
  K.  Employment at Will.PURCHASER
ACKNOWLEDGES AND AGREES THAT THE
VESTING OF SHARES PURSUANT TO THIS STOCK AGREEMENT IS EARNED ONLY BY CONTINUING
SERVICE AS A SERVICE PROVIDER AND DURING SUCH SERVICE, THE ACHIEVEMENT OF
CERTAIN MILESTONES (AND NOT THROUGH THE ACT OF BEING HIRED OR PURCHASING SHARES
HEREUNDER). PURCHASER FURTHER ACKNOWLEDGES AND AGREES THAT THIS STOCK AGREEMENT,
THE TRANSACTIONS CONTEMPLATED HEREUNDER AND THE VESTING SCHEDULE SET FORTH
HEREIN DO NOT CONSTITUTE AN EXPRESS OR IMPLIED PROMISE OF CONTINUED ENGAGEMENT
AS A SERVICE PROVIDER FOR THE VESTING PERIOD, OR FOR ANY PERIOD AT ALL, AND
SHALL NOT INTERFERE WITH PURCHASER'S RIGHT OR THE COMPANY'S RIGHT TO TERMINATE
PURCHASER'S RELATIONSHIP WITH THE COMPANY AT ANY TIME, WITH OR WITHOUT
CAUSE.
  L.  Arbitration
and Equitable Relief.
  (1)  Arbitration.IN CONSIDERATION
OF THE PROMISES IN THIS STOCK
AGREEMENT, THE PURCHASER AGREES THAT ANY AND ALL CONTROVERSIES, CLAIMS, OR
DISPUTES WITH ANYONE (INCLUDING THE COMPANY AND ANY EMPLOYEE, OFFICER, DIRECTOR,
SHAREHOLDER OR BENEFIT PLAN OF THE COMPANY IN THEIR CAPACITY AS SUCH OR
OTHERWISE) ARISING OUT OF, RELATING TO, OR RESULTING FROM THIS STOCK AGREEMENT,
SHALL BE SUBJECT TO BINDING ARBITRATION UNDER THE ARBITRATION RULES SET FORTH IN
CALIFORNIA CODE OF CIVIL PROCEDURE SECTION 1280 THROUGH 1294.2, INCLUDING
SECTION 1283.05 (THE "RULES") AND PURSUANT TO CALIFORNIA LAW. DISPUTES WHICH THE
PURCHASER AGREES TO ARBITRATE, AND THEREBY AGREES TO WAIVE ANY RIGHT TO A TRIAL
BY JURY, INCLUDE ANY STATUTORY CLAIMS UNDER STATE OR FEDERAL LAW, INCLUDING, BUT
NOT LIMITED TO, CLAIMS UNDER TITLE VII OF THE. CIVIL RIGHTS ACT OF 1964, THE
AMERICANS WITH DISABILITIES ACT OF 1990, THE AGE DISCRIMINATION IN EMPLOYMENT
ACT OF 1967, THE OLDER WORKERS BENEFIT PROTECTION ACT, THE WORKER ADJUSTMENT AND
RETRAINING NOTIFICATION ACT, THE CALIFORNIA FAIR EMPLOYMENT AND HOUSING ACT, THE
FAMILY AND MEDICAL LEAVE ACT, THE CALIFORNIA FAMILY RIGHTS ACT, THE CALIFORNIA
LABOR CODE, CLAIMS OF HARASSMENT, DISCRIMINATION OR WRONGFUL TERMINATION AND ANY
STATUTORY CLAIMS. THE PURCHASER FURTHER UNDERSTANDS THAT THIS STOCK AGREEMENT TO
ARBITRATE ALSO APPLIES TO ANY DISPUTES THAT THE COMPANY MAY HAVE WITH THE
PURCHASER.
  11
  (2)  Procedure.THE PARTIES HERETO
AGREE THAT ANY ARBITRATION
WILL BE ADMINISTERED BY THE AMERICAN ARBITRATION ASSOCIATION ("AAA")AND
THAT THE NEUTRAL ARBITRATOR WILL BE SELECTED IN A MANNER CONSISTENT WITH ITS
NATIONAL RULES FOR THE RESOLUTION OF EMPLOYMENT DISPUTES. THE PARTIES HERETO
AGREE THAT THE ARBITRATOR SHALL HAVE THE POWER TO DECIDE ANY MOTIONS BROUGHT BY
ANY PARTY TO THE ARBITRATION, INCLUDING MOTIONS FOR SUMMARY JUDGMENT AND/OR
ADJUDICATION AND MOTIONS
TO DISMISS AND DEMURRERS, PRIOR. TO ANY ARBITRATION HEARING. THE PARTIES ALSO
AGREE THAT THE ARBITRATOR SHALL HAVE THE POWER TO AWARD ANY REMEDIES, INCLUDING
ATTORNEYS' FEES AND COSTS, AVAILABLE UNDER APPLICABLE LAW. THE PARTIES
UNDERSTAND THAT THE COMPANY WILL PAY FOR ANY ADMINISTRATIVE OR HEARING FEES
CHARGED BY THE ARBITRATOR OR AAA EXCEPT THAT PURCHASER SHALL PAY THE FIRST
$125.00 OF ANY FILING FEES ASSOCIATED WITH ANY ARBITRATION PURCHASER INITIATES.
THE PARTIES AGREE THAT THE ARBITRATOR SHALL ADMINISTER AND CONDUCT ANY
ARBITRATION IN A MANNER CONSISTENT WITH THE RULES AND, THAT TO THE EXTENT THAT
THE AAA'S NATIONAL RULES FOR THE RESOLUTION OF EMPLOYMENT DISPUTES CONFLICT WITH
THE RULES, THE RULES SHALL TAKE PRECEDENCE. THE PARTIES AGREE THAT THE DECISION
OF THE ARBITRATOR SHALL BE IN WRITING.
  (3)  Remedy.EXCEPT AS PROVIDED BY
THE RULES AND THIS STOCK AGREEMENT, ARBITRATION SHALL BE THE SOLE, EXCLUSIVE AND
FINAL REMEDY FOR ANY DISPUTE BETWEEN THE PURCHASER AND THE COMPANY. ACCORDINGLY,
EXCEPT AS PROVIDED FOR BY THE RULES AND THIS AGREEMENT, NEITHER THE PURCHASER
NOR THE COMPANY WILL BE PERMUTED TO PURSUE COURT ACTION REGARDING CLAIMS THAT
ARE SUBJECT TO ARBITRATION. NOTWITHSTANDING, THE ARBITRATOR WILL NOT HAVE THE
AUTHORITY TO DISREGARD OR REFUSE TO ENFORCE ANY LAWFUL COMPANY POLICY, AND THE
ARBITRATOR SHALL NOT ORDER OR REQUIRE THE COMPANY TO ADOPT A POLICY NOT
OTHERWISE REQUIRED BY LAW WHICH THE COMPANY HAS NOT ADOPTED.
  (4)  Availability of Injunctive Relief.BOTH PARTIES AGREE THAT ANY PARTY MAY
PETITION A COURT FOR INJUNCTIVE RELIEF AS PERMITTED BY THE RULES INCLUDING, BUT
NOT LIMITED TO WHERE EITHER PARTY ALLEGES OR CLAIMS A VIOLATION OF ANY
CONFIDENTIAL INFORMATION OR INVENTION ASSIGNMENT AGREEMENT BETWEEN THE PURCHASER
AND THE COMPANY OR ANY OTHER AGREEMENT REGARDING TRADE SECRETS, CONFIDENTIAL
INFORMATION, NONSOLICITATION OR LABOR CODE §2870. BOTH PARTIES UNDERSTAND THAT
ANY BREACH OR THREATENED BREACH OF SUCH AN AGREEMENT WILL CAUSE IRREPARABLE
INJURY AND THAT MONEY DAMAGES WILL NOT PROVIDE AN ADEQUATE REMEDY THEREFOR AND
BOTH PARTIES HEREBY CONSENT TO THE ISSUANCE OF AN INJUNCTION. IN THE EVENT
EITHER PARTY SEEKS INJUNCTIVE RELIEF. THE PREVAILING PARTY SHALL BE ENTITLED TO
RECOVER REASONABLE COSTS AND ATTORNEYS' FEES.
  (5) Administrative Relief .THE
PURCHASER. UNDERSTANDS THAT THIS
STOCK AGREEMENT DOES NOT PROHIBIT THE PURCHASER FROM PURSUING AN ADMINISTRATIVE
CLAIM WITH A LOCAL, STATE OR FEDERAL ADMINISTRATIVE BODY SUCH AS THE DEPARTMENT
OF FAIR EMPLOYMENT AND HOUSING, THE EQUAL EMPLOYMENT OPPORTUNITY COMMISSION OR
THE WORKERS' COMPENSATION BOARD. THIS AGREEMENT DOES, HOWEVER, PRECLUDE THE
PURCHASER FROM PURSUING COURT ACTION REGARDING ANY SUCH CLAIM.
  12
   (6) Voluntary
Nature of Agreement.THE PURCHASER ACKNOWLEDGES
AND AGREES THAT THE PURCHASER. IS EXECUTING THIS STOCK AGREEMENT VOLUNTARILY AND
WITHOUT ANY DURESS OR UNDUE INFLUENCE BY THE COMPANY OR ANYONE ELSE. THE
PURCHASER FURTHER ACKNOWLEDGES AND AGREES THAT THE PURCHASER HAS CAREFULLY READ
THIS STOCK AGREEMENT AND THAT THE PURCHASER HAS ASKED ANY QUESTIONS NEEDED FOR
THE PURCHASER TO UNDERSTAND THE TERMS, CONSEQUENCES AND BINDING EFFECT OF THIS
STOCK AGREEMENT AND FULLY UNDERSTANDS IT. INCLUDING THAT THEPURCHASER IS
WAIVING PURCHASER'S RIGHT TO A JURY TRIAL.FINALLY, THE PURCHASER AGREES
THAT THE PURCHASER HAS BEEN PROVIDED AN OPPORTUNITY TO SEEK THE ADVICE OF AN
ATTORNEY OF PURCHASER'S CHOICE BEFORE SIGNING THIS STOCK AGREEMENT.
  M.  Reliance on Counsel
and Advisors.Purchaser acknowledges that Wilson Sonsini Goodrich
& Rosati, Professional Corporation, is representing only the Company in this
transaction. Purchaser acknowledges that he or she has had the opportunity to
review this StockAgreement, including all attachments hereto, and the transactions
contemplated by this Stock Agreement with his or her own legal counsel, tax
advisors and other advisors, Purchaser is relying solely on his or her own
counsel and advisors and not on any statements or representations of the Company
or its agents for legal or other advice with respect to this investment or the
transactions contemplated by this Stock Agreement.
  N.  Counterparts.This Stock
Agreement may be executed in one or more counterparts,each of which will
be deemed an original, but all of which together will constitute one and the
same agreement. Facsimile copies of signed signature pages shall be binding
originals.
  (signature
page follows)
  13
  The
parties represent that they have read this Stock Agreement in its entirety, have
had an opportunity to obtain the advice of counsel prior to executing this Stock
Agreement and fully understand this Agreement. The Pu chaser agrees to notify
the Company of any change in his or her address below.
   /s/
Kenneth Londoner
 Kenneth Londoner
       NEWCARDIO, INC.
  /s/ Branislav Vajdic
         (Signature Page to Restricted Stock
Purchase Agreement)
    14
 EXHIBIT
Al
  INVESTMENT
REPRESENTATION STATEMENT
  PURCHASER: 
Kenneth Londoner
  COMPANY: 
NewCardio, Inc.
  SECURITY: 
Common Stock
  AMOUNT:
$84,000 00/100
  DATE:
June 4, 2007
 
  In
connection with the purchase of the above-listed shares, I, the undersigned
purchaser, represent to the Company as follows:
  1.  The Company may
rely on these representations. Iunderstand that the
Company's sale of the
shares to me has not been registered under the Securities. Act of 1933, as
amended (the "Securities Act"), because the Company believes, relying in part on
my representations in this document that an exemption from such registration
requirement is available for such sale. I understand that the availability of
this exemption depends upon the representations I am making to the Company in
this document being true and correct.
  2.  1
am purchasing for investment.I am purchasing the shares solely for
investment purposes,
and not for further distribution. My entire legal and beneficial ownership
interest in the shares is being purchased and shall be held solely for my
account, except to the extent I intend to hold the shares jointly with my
spouse. I am not a party to, and do not presently intend to enter into, any
contract or other arrangement with any other person or entity involving the
resale, transfer, grant of participation with respect to or other distribution
of any of the shares. My investment intent is not limited to my present
intention to hold the shares for the minimum capital gains period specified
under any applicable tax law, for a deferred sale, for a specified increase or
decrease in the market price of the shares, or for any other fixed period in the
future.
  3.  1
can protect my own interests.I can properly evaluate the merits and
risks of an investment
in the shares and can protect my own interests in this regard, whether by reason
of my own business and financial expertise, the business and financial expertise
of certain professional advisors unaffiliated with the Company with whom I have
consulted, or my preexisting business or personal relationship with the Company
or any of its officers, directors or controlling persons.
  4.  I
am informed about the Company. Iam sufficiently aware of the Company's
business affairs
and financial condition to reach an informed and knowledgeable decision to
acquire the shares. I have had opportunity to discuss the plans, operations and
financial condition of the Company with its officers, directors or controlling
persons, and have received all information I deem appropriate for assessing the
risk of an investment in the shares.
  5.I
recognize my economic risk.I realize that the purchase of the shares
involves a high degree of
risk, and that the Company's future prospects are uncertain. I am able to hold
the shares indefinitely
if required, and am able to bear the loss ofmy entire investment in the shares.
  15
  6.1know that the
shares are restricted securities.I understand that the
shares are "restricted securities"
in that the Company's sale of the shares to me has not been registered under the
Securities Act in reliance upon an exemption for non-public offerings. In this
regard, 1 also understand and agree that:
  (a)  Imust hold the shares indefinitely, unless any subsequent proposed resale
by me is
registered under the Securities Act, or unless an exemption from registration is
otherwise available (such as Rule 144);
  (b)  the
Company is under no obligation to register any subsequent proposed resale of the shares by me;and
  (c) the
certificate evidencing the shares will be imprinted with a legend which prohibits
the transfer of the shares unless such transfer is registered or such
registration is not required in the opinion of counsel for the
Company.
  7.
 Iam
familiar with Rule 144. Iam
familiar with Rule 144 adopted under the Securities Act,
which in some circumstances permits limited public resales of "restricted
securities" like the shares acquired from an issuer in a non-public offering. I
understand that my ability to sell the shares under Rule 144 in the future is
uncertain;
and will depend upon, among other things: (i) the availability of certain
current public information about the Company; (ii) the resale occurring more
than one year after my purchase and full payment (within the meaning of Rule
144) for the shares; and (iii) if I am an affiliate of the Company, or a
non-affiliate who has held the shares less than two years after my purchase and
full payment: (A) the sale being made through a broker in an unsolicited
"broker's transaction" or in transactions directly with a market maker, as said
term is defined under the Securities Exchange Act of 1934, as amended, (B) the
amount of shares being sold during any three-month period not exceeding the
specified limitations stated in Rule 144, and (C) timely tiling of a notice of
proposed sale on Form 144, if applicable.
  8.I know that Rule
144 may never be available.I understand that the
requirements of Rule 144
may never be met, and that the shares may never be saleable. I further
understand that at the time I wish to sell the shares, there may be no public
market for the Company's stock upon which to make such a sale, or the current
public information requirements of Rule 144 may not be satisfied, either of
which would preclude me from selling the shares under Rule 144 even if the
one-year minimum holding period had been satisfied.
  9.  I know that I am
subject to further restrictions on resale.I understand that in the
event Rule 144
is not available to me, any future proposed sale of any of the shares by me will
not be possible without prior registration under the Securities Act, compliance
with some other registration exemption (which may or may not be available), or
eachof the following: (i) my writtennotice to the Company containing detailed information regarding the
proposed sale, (ii) my providing an opinion of my counsel to the effect that
such sale will not require registration, and (iii) the Company notifying me in
writing that its counsel concurs in such opinion. I understand that neither the
Company nor its counsel is obligated to provide me with any such opinion. I
understand that although Rule 144 is not exclusive, the Staff of the SEC has
stated that persons proposing to sell private placement securities other than in
a registered offering or pursuant to Rule 144 will have a substantial burden of
proof in establishing that an exemption from registration is available for such
offers or sales, and that such persons and their respective brokers who
participate in such transactions do so attheir own risk.
  16
  10.  I know that 1 may
have tax liability due to the uncertain value of the shares.I understand that the
Board of Directors believes its valuation of the shares represents a fair
appraisal of their worth, but that it remains possible that, with the benefit of
hindsight, the Internal Revenue Service may successfully assert that the value
of the shares on the date of my purchase is substantially greater than the
Board's appraisal. I understand that any additional value ascribed to the shares
by such an IRS determination will constitute ordinary income to me as of the
purchase date, and that any additional taxes and interest due as a result will
be my sole responsibility payable only by me, and that the Company need not and
will not reimburse me for that tax liability. 1understand that if such additional value represents more than 25% of my
gross income for the year in which the value of the shares is taxable, the IRS
will have 6 years from the due date for filing the return (or the actual filing
date of the return if filed thereafter) within which to assess me the additional
tax and interest due.
  11. Residence.The address of my
principal residence is set forth on the signature page below.
  By
signing below, I acknowledge my agreement with each of the statements contained
in this Investment Representation Statement as of the date first set forth
above, a intentfor the Company to rely on such
statements in issuing the shares to me.
  /s/
      Kenneth LondonerPurchaser's
      SignatureKenneth
      L. LondonerPrint
      Name
      17
  EXHIBIT
B
  STOCK
POWER AND ASSIGNMENT
 SEPARATE
FROM CERTIFICATE
  FOR VALUE
RECEIVED and pursuant to that certain Restricted Stock Purchase Agreement dated as
of ______, 2007, the undersigned hereby sells, assigns and transfers unto
___________________ )
shares o f Common
Stock of NewCardio, Inc., a Delaware corporation, standing in the undersigned's
name on the books
of said corporation represented by certificate number ____ delivered
herewith, and does hereby
irrevocably constitute and appoint ________________ as attorney-in-fact,
with full power of
substitution, to transfer said stock on the books of said
corporation.
 
 Dated:
                
                /s/
      Kenneth LondonersignatureKenneth
      L. Londoner(Print
      Name)(Spouse's
      Signature, if any)(Print
      Name)
  This
Assignment Separate From Certificate was executed in conjunction with the terms
of a Restricted Stock Purchase Agreement between the above assignor and theabove corporation, dated as of _________, 2007.
   Instruction:
Please do not fill in any blanks other than the signature and name
lines.
  18
  EXHIBIT
C
  JOINT
ESCROW INSTRUCTIONS
   NewCardio,
  Attn:
Secretary
  Dear
Secretary:
  As Escrow
Agent for both NewCardio. Inc., a Delaware corporation (the "Company"), and
Kenneth Londoner ("Purchaser"), you arc hereby authorized and directed to hold
the documents delivered to you pursuant to the terms of that certain Restricted
Stock Purchase Agreement (the "Stock Agreement"), dated as of  June 4,
2007, to which a copy of these Joint Escrow Instructions is attached, in
accordance with the following instructions:
  1.In the event that the Company and/or any assignee of the Company
(referred to collectively
for convenience herein as the "Company") exercises the Repurchase Option set
forth in the Agreement, the Company shall give to Purchaser and you a written
notice specifying the number of shares of stock to be purchased, the purchase
price, and the time for a closing hereunder at the principal office of the
Company. Provided no written objection to such notice is delivered to you and
the Company 1w the Purchaser prior to the closing of such repurchase, Purchaser
and the Company hereby irrevocably authorize and direct you to close the
transaction contemplated by such notice in accordance with the terms of said
notice. In the event of any such written objection, however, you shall not close
any such transaction unless and until you have received joint written
authorization from Purchaser and the Company or pursuant to an order from a
court of competent jurisdiction.
  2.  At the
closing, you are directed (a) to date the stock assignments necessary for the transfer
inquestion, (b) to fill
in the number of shares being transferred, (c) to deliver same, together with
the certificate evidencing the shares of stock to be transferred, to the Company
against the simultaneous delivery to you of the purchase price (by check or such
other form of consideration mutually agreed to by the parties) for the number of
shares of stock being purchased pursuant to the exercise of the Repurchase
Option and (d) to deliver said purchase price (by check or such other form of
consideration mutually agreed to by the parties) to Purchaser.
  3.  Purchaser
irrevocably authorizes the Company to deposit with you any certificates evidencing
shares of stock to be held by you hereunder and any additions and substitutions
to said shares as defined in the Stock Agreement. Purchaser does hereby
irrevocably constitute and appoint you as his or her attorney-in-fact and agent
for the term of thisescrow to execute with respect to
such securities all documents necessary or appropriate to make such securities
negotiable and to complete any transaction herein contemplated. Subject to the
provisions of this paragraph 3,Purchaser shall exercise all rights and privileges of a stockholder of
the Company while the stock is held by you.
  4.Within
ten (10) business days upon written request of Purchaser at any time after the expiration
of the Repurchase Option with respect to the shares of stock so released from
the Repurchase Option, you will deliver to Purchaser a certificate or
certificates representing so many shares of stock remaining
in escrow as are not then subject to the Repurchase Option.
  19
  5.  If at the
time of termination of this escrow you should have in your possession any documents,
securities, or other property belonging to Purchaser, you shall deliver all of
same to Purchaser and shall be discharged of all further obligations
hereunder.
  6.  Your
duties hereunder may be altered, amended, modified or revoked only by a writing signed by
all of the parties hereto.
  7.  You shall
be obligated only for the performance of such duties as are specifically set forth
herein and may rely and shall be protected in relying or refraining from acting
on any instrument reasonably believed by you to be genuine and to have been
signed or presented by the proper party or parties. You shall not be personally
liable for any act you may do or omit to do hereunder as Escrow Agent or as
attorney-in-fact for Purchaser while acting in good faith and in the exercise of
your own good judgment, and any act done or omitted by you pursuant to the
advice of your own attorneys shall be conclusive evidence of such good
faith.
  8.  The
Company and the Purchaser hereby jointly and severally expressly agree to indemnify
and hold harmless you and your designees against any and all claims, losses,
liabilities, damages, deficiencies, costs and expenses, including reasonable
attorneys' fees and expenses of investigation and defense incurred or suffered
by you and your designees, directly or indirectly, as a result of any of your
actions or omissions or those of your designees while acting in good faith and
in the exercise of your judgment under the Stock Agreement, these Joint Escrow
Instructions, exhibits hereto or written instructions from the Company or
Purchaser hereunder.
  9.  You are
hereby expressly authorized to disregard any and all warnings given by any of the
parties hereto or by any other person or corporation, excepting only those given
in accordance with the provisions of these Joint Escrow Instructions or orders
or process of courts of law, and are hereby expressly authorized to comply with
and obey orders, judgments or decrees of any court. In case you obey or comply
with any such order, judgment or decree, you shall not be liable to any of the
parties hereto or to any other person, firm or corporation by reason of such
compliance, notwithstanding any such order, judgment or decree being
subsequently reversed, modified, annulled, set aside, vacated or found to have
been entered without jurisdiction.
  10.  You shall
not be liable in any respect on account of the identity, authorities or rights
of the
parties executing or delivering or purporting to execute or deliver the Stock
Agreement or any documents or papers deposited or called for
hereunder.
  11.  You shall
be entitled to employ such legal counsel and other experts as you may deem necessary
properly to advise you in connection with your obligations hereunder, may rely
upon the advice of such counsel, and may pay such counsel reasonable
compensation therefor. The Company shall reimburse you for any such
disbursements.
  12.  Your
responsibilities as Escrow Agent hereunder shall terminate if you shall resign
by written
notice to each party. In the event of any such termination, the Company shall
appoint a successor Escrow Agent.
  13. You
are expressly authorized to delegate your duties as Escrow Agent hereunder to
the law firm
of Wilson Sonsini Goodrich & Rosati, P.C., or any other Iaw firm, which
delegation, if any, may change from time to time and shall survive your
resignation as Escrow Agent.
  20
  14. If
you reasonably require other or further instruments in connection with these
Joint Escrow
Instructions or obligations in respect hereto, the necessary parties hereto
shall join in furnishing such instruments.
  15. It is
understood and agreed that should any dispute arise with respect to the delivery and/or
ownership or right of possession of the securities held by you hereunder, you
are authorized and directed to retain in your possession without liability to
anyone all or any part of said securities until such disputes shall have been
settled either by mutual written agreement of the parties concerned or by a
final order, decree or judgment of a court of competent jurisdiction after the
time for appeal has expired and no appeal has been perfected, but you shall be
under no duty whatsoever to institute or defend any such
proceedings.
  16. Any
notice required or permitted hereunder shall be given in writing and shall be
deemed effectively
given upon personal delivery or four days following deposit in the United States
Post Office, by registered or certified mail with postage and fees prepaid and
return receipt requested, addressed to each of the other parties thereunto
entitled at the following addresses, or at such other addresses as a party may
designate by written notice to each of the other parties hereto.
  COMPANY:
                
                NewCardio,
      Inc.Attn:
      CEOPURCHASER:
                
                Kenneth
      Londoner/s/
      Kenneth LondonerESCROW
      AGENT:
                
                NewCardio,
      Inc.Attn:
      Secretary
  17.  By
signing these Joint Escrow Instructions, you become a party hereto only for the purpose
of said Joint Escrow Instructions; you do not become a party to the Stock
Agreement.
  18.  This
instrument shall be binding upon and inureto the
benefit of the parties hereto, and their
respective successors and permitted assigns.
  21
  Very
      truly yours,NEWCARDIO,
      INC./s/
      Branislav VajdicPrint
      Name: Branislav VajdicTitle:
      CEOPURCHASER:/s/
      Kenneth Londoner(Signature)Kenneth
      L. Londoner(Print
      Name)
            22
  EXHIBIT
D
  ELECTION
UNDER SECTION 83(b) OF THE
 INTERNAL
REVENUE CODE OF 1986, AS AMENDED
   The
undersigned taxpayer hereby elects, pursuant to Section 83(b) of the Internal
Revenue Code of 1986, as amended, to include in his or her gross income for the
current taxable year, the amount of any compensation taxable to him or her in
connection with his or her receipt of the property described below and supplies
the following information with the regulations promulgated
thereunder:
 
 1.  The
name,  address, taxpayer identification number and taxable year of the
undersignedare as follows:
 
 NAME OF
TAXPAYER: Kenneth
Londoner                                                                                     SPOUSE:
 
 TAXPAYER'S
ADDRESS: 10 Red Coat Rd Westport, CT 06880
 
 TAXPAYER
ID #: xxxxxxxxxxx         Spouse's
ID # xxxxxxxxxxxx
 
 2. The
Taxable Year to which this election relates is [the Calendar year
2007]
 
 3. The
property with respect to which the election is made is described as
follows:
 
 4,200,000 shares (the
"Shares") of the Common Stock of NewCardio, Inc., a Delaware corporation (the
"Company").
 
 The date
on which the property was transferred is: 6/4, 2007.
 
 The property is subject to the
following restrictions: The Shares may be repurchased bythe Company, or
its assignee, upon the occurrence of certain events. This right lapses with
regard to a portion of the Shares over time.
 
 The fair market value of the Shares at
the time of transfer, determined without regard toany restriction other
than a restriction which by its terms will never lapse, is: $0.02 per Share, for
an aggregate fair market value of $84,000.00.
 
 7. The
amount, if any, paid for such property: $84,000.00
 
 The
undersigned has submitted a copy of this statement to the person for whom the
services were performed in connection with the undersigned's receipt of the
above-described property. The transferee of such property is the person
performing the services in connection with the transfer of said
property.
 
 The
undersigned understand(s) that the foregoing election may not be revoked
except with the consent of the Commissioner.
 
 Dated:
      6/25/07
                
                /s/
      Kenneth LondonerKenneth
      Londoner Taxpayer
 
 The
undersigned spouse of taxpayer joins in this election.
 
 Dated:
      6/25/07
                
                /s/
      Jane LondonerJane
      Londoner Spouse of Taxpayer
 
 23
 
 EXHIBIT
E
  SPOUSAL
CONSENT
 
 I. Jane
Londoner,.spouse of
Kenneth Londoner, have read and approve of the foregoing Restricted Stock
Purchase Agreement, dated as of __________ 2007, together with all exhibits and
attachments thereto (collectively, the "Agreement"), by and between my spouse
and NewCardio, Inc., a Delaware corporation (the "Company"). In consideration of
the Company's granting of the right to Kenneth Londoner to purchase shares of
Common Stock of the Company as set forth in the Agreement I hereby appoint
Kenneth Londoner as my attorney-in-fact in respect to the exercise or waiver of
any rights under the Agreement, and agree to be bound by the provisions of the
Agreement insofar as I may have any rights in said Agreement or any shares
issued pursuant thereto under the community property laws of the State of
California, or under similar laws relating to marital property in effect in the
state of our residence as of the date of the signing of the foregoing
Agreement.
 
 Dated:__________________,
2007.
 
 /s/
      Jane Londoner(Signature)Jane
      Londoner(Print
      Name)(Address)
 
 24
 
 EXHIBIT
F
  FUNDING
EVENT
 
 The
closing of an equity financing in which at least $5,000,000 of new money is
raised, and such $5,000,000 represents not more than 16.7% of the fully diluted
capitalization of the Company following such closing, including all shares of
Common Stock and Preferred Stock then outstanding, all shares of Common Stock
subject to stock options then outstanding or reserved for issuance under the
Company's Stock Plan, and all shares of Common Stock or Preferred Stock subject
to then outstanding stock purchase warrants or other securities convertible into
shares of the Company's capital stock, or (ii) in which at least $5,000,000 of
new money is raised on such other terms as shall be reasonably acceptable to the
Board of Directors of the Company at such time.
 
 25
 
 EXHIBIT
G
  EMPLOYMENT
AGREEMENT
        26