NEWCARDIO,
INC.
  CONSULTING
AGREEMENT
  This
Consulting Agreement ("Agreement") is
entered into as of March 1st,
2007 by and between NewCardio, Inc. (the "Company")and Branislav
Vajdic ("Consultant"). TheCompany desires to retain
Consultant as an independent contractor to perform consulting services for the
Company, and Consultant is willing to perform such services, on the terms
described below. In consideration of the mutual promises contained herein, the
parties agree asfollows:
  1. Services and Compensation.Consultant agrees to perform for the Company the services described in
Exhibit A (the
"Services"),and the Company agrees to pay
Consultant the compensation described in Exhibit A for
Consultant's performance of the Services.
  2. C onfidentiality.
  A.  Definition."Confidential Information"means any non-public information that relates to the actual or
anticipated business or research and development of the Company, technical data,
trade secrets or know-how, including, but not limited to, research, product
plans or other information regarding Company's products or services and markets
therefor, customer lists and customers (including, but not limited to, customers
of the Company on whom Consultant called or with whom Consultant became
acquainted during the term of this Agreement), software, developments,
inventions, processes, formulas, technology, designs, drawing, engineering,
hardware configuration information, marketing, finances or other business
information. Confidential Information does not include information that (i) is
known to Consultant at the time of disclosure to Consultant by the Company as
evidenced by written records of Consultant, (ii) has become publicly known and
made generally available through no wrongful act of Consultant or (iii)has been rightfully
received by Consultant from athird party who is authorized to make such disclosure.
  B.  Nonuse and Nondisclosure.Consultant will not, during or subsequent to the term of this Agreement,
(i) use the Confidential Information for any purpose whatsoever other than the
performance of the Services on behalf of the Company or (ii) disclose the
Confidential Information to any third party. Consultant agrees that all
Confidential Information will remain the sole property of the Company.
Consultant also agrees to take all reasonable precautions to prevent any
unauthorized disclosure of such Confidential Information. Without the Company's
prior written approval, Consultant will not directly or indirectly disclose to
anyone the existence of this Agreement or the fact thatConsultant has this
arrangement with the Company.
  C. Former Client Confidential
Information.Consultant agrees that Consultant will not, during the term
of this Agreement, improperly use or disclose any proprietary information or
trade secrets of any former or current employer of Consultant or other person or
entity with which Consultant has an agreement or duty to keep in confidence
information acquired by Consultant, if any. Consultant also agrees that
Consultant will not bring onto the Company's premises any unpublished document
or proprietary information belonging to any such employer, person or entity
unless consented to in writing by such employer, person or entity.
  
   D.  Third Party Confidential
Information.Consultant recognizes that the Company has received and in
the future will receive from third parties their confidential or proprietary
information subject to a duty on the Company's part to maintain the
confidentiality of such information and to use it only for certain limited
purposes. Consultant agrees that, during the term of this Agreement and
thereafter, Consultant owes the Company and such third parties a duty to hold
all such confidential or proprietary information in the strictest confidence and
not to disclose it to any person, firm or corporation or to use it except as
necessary in carrying out the Services for the Company consistent with the
Company's agreement with such third party.
  E.  Return of Materials.Upon the
termination of this Agreement, or upon Company's earlier request, Consultant
will deliver to the Company all of the Company's property, including but not
limited to all electronically stored information and passwords to access such
property, or Confidential Information that Consultant may have in Consultant's
possession or control.
  3. Ownership.
  A.  Assignment.Consultant agrees
that all copyrightable material, notes, records, drawings, designs, inventions,
improvements, developments, discoveries and trade secrets conceived, discovered,
developed or reduced to practice by Consultant, solely or in collaboration with
others, during the term of this Agreement that relate in any manner to the
business of the Company that Consultant may be directed to undertake,
investigate or experiment with or that Consultant may become associated with in
work, investigation or experimentation in the Company's line of business in
performing the Services under this Agreement (collectively, "inventions"), are
the sole property of the Company. Consultant also agrees to assign (or cause to
be assigned) and hereby assigns fully to the Company all Inventions and any
copyrights, patents, mask work rights or other intellectual property rights
relating to all Inventions.
  B.  Further Assurances.Consultant agrees to assist Company. or its designee. at the Company's
expense, in every proper way to secure the Company's rights in Inventions and
any copyrights, patents, mask work rights or other intellectual property rights
relating to all Inventions in any and all countries, including the disclosure to
the Company of all pertinent information and data with respect to all
Inventions, the execution of all applications, specifications, oaths,
assignments and all other instruments that the Company may deem necessary in
order to apply for and obtain such rights and in order to assign and convey to
the Company, its successors, assigns and nominees the sole and exclusive right,
title and interest in and to all Inventions, and any copyrights, patents, mask
work rights or other intellectual property rights relating to all Inventions.
Consultant also agrees that Consultant's obligation to execute or cause to be
executed any such instrument or papers shall continue after the termination of
this Agreement.
  C. Pre-Existing Materials.Subject to Section 3.A,Consultant agrees that if, in the course of performing the Services,
Consultant incorporates into any Invention developed under this Agreement any
pre-existing invention, improvement, development, concept, discovery or other
proprietary information owned by Consultant or in which Consultant has an
interest, (i)Consultant will inform Company, in writing before incorporating such
invention, improvement, development, concept, discovery or other proprietary
information into any Invention, and (ii) the Company is hereby granted a
nonexclusive, royalty-free, perpetual, irrevocable, worldwide license to make,
have made,
modify, use and sell such item as part of or in connection with such Invention.
Consultant will not incorporate any invention, improvement, development,
concept, discovery or other proprietary information owned by any third party
into any Invention without Company's prior written permission.
  
  D.Attorney-in-Fact.Consultant
agrees that, if the Company is unable because of Consultant's unavailability,
dissolution, mental or physical incapacity, or for any other reason, to secure
Consultant's signature for the purpose of applying for or pursuing any
application for any United States or foreign patents or mask work or copyright
registrations covering the Inventions assigned to the Company in Section
3.A,then Consultant hereby irrevocably designates and appoints the
Company and its duly authorized officers and agents as Consultant's agent and
attorney-in-fact, to act for and on Consultant's behalf to execute and file any
such applications and to do all other lawfully permitted acts to further the
prosecution and issuance of patents, copyright and mask work registrations with
the same legal force and effect as if executed by Consultant.
  4. Conflicting
Obligations.
  A.  Conflicts.Consultant certifies that
Consultant has no outstanding agreement orobligation that is in conflict with any
of the provisions of this Agreement or that would precludeConsultant from complying with the
provisions of this Agreement. Consultant will not enter into anysuch conflicting agreement during the
term of this Agreement. Consultant's violation of thisSection
4.Awill be considered a
material breach underSection
6.B.
  B.  Substantially
Similar Designs.In view
of Consultant's access to theCompany's tradesecrets and proprietary
know-how, Consultant agrees that Consultant will not, without Company'sprior written approval,
design identical or substantially similar designs as those developed under thisAgreement for any third
party during the term of this Agreement and for a period of 12 months afterthe termination of this
Agreement. Consultant acknowledges that the obligations in thisSection
4are ancillary to
Consultant's nondisclosure obligations underSection
2.
  5. Reports.Consultant also
agrees that Consultant will,
fromtime to time during the term of this Agreement or any extension
thereof, keep the Company advised as to Consultant's progress in performing the
Services under this Agreement. Consultant further agrees that Consultant will,
as requested by the Company, prepare written reports with respect to such
progress. The Company and Consultant agree that the time required to prepare
such written reports will he considered time devoted to the performance of the
Services.
  6. Term and
Termination.
  A.  Term.The term of this Agreement will begin
on the date of this Agreement and willcontinue until the earlier of (i) final
completion of the Services or (ii) termination as provided inSection
6.B.
  B.  Termination.Either party may terminate
this Agreement upon giving the other party14 days' prior written notice of such
termination pursuant toSection
11.Eof this
Agreement. The Company
may terminate this Agreement immediately and without prior notice if Consultant
refuses to or is unable to perform the Services oris in breach of any
material provision of this Agreement.
  
  C. Survival.Upon such
termination, all rights and duties of the Company and Consultant toward each
other shall cease except:
  (1)  The
Company will pay, within 30 days after the effective date of termination, all
amounts owing to Consultant for Services completed and accepted by the Company
prior to the termination date and related expenses, if any, submitted in
accordance with the Company's policies and in accordance with the provisions of
Section 1of this
Agreement; and
  (2)  Section 2(Confidentiality),
Section 3(Ownership),
Section 4(Conflicting
Obligations), Section 7(Independent Contractor; Benefits), Section 8(Indemnification),
Section 9(Nonsolicitation) and Section 10(Arbitration and
Equitable Relief) will survive termination of this Agreement.
  7.
Independent Contractor; Benefits.
  A.  Independent Contractor. Itis
the express intention of the Company and Consultant that Consultant perform the
Services as an independent contractor to the Company. Nothing in this Agreement
shall in any way be construed to constitute Consultant as an agent, employee or
representative of the Company. Without limiting the generality of the foregoing,
Consultant is not authorized to bind the Company to any liability or obligation
or to represent that Consultant has any such authority. Consultant agrees to
furnish (or reimburse the Company for) all tools and materials necessary to
accomplish this Agreement and shall incur all expenses associated with
performance, except as expressly provided in Exhibit A. Consultant
acknowledges and agrees that Consultant is obligated to report as income all
compensation received by Consultant pursuant to this Agreement. Consultant
agrees to and acknowledges the obligation to pay all self-employment and other
taxes on such income.
  B.  Benefits.The Company and
Consultant agree that Consultant will receive no Company-sponsored benefits from
the Company. If Consultant is reclassified by a state or federal agency or court
as Company's employee, Consultant will become a reclassified employee and will
receive no benefits from the Company, except those mandated by state or federal
law, even if by the terms of the Company's benefit plans or programs of the
Company in effect at the time of such reclassification, Consultant would
otherwise be eligible for such benefits.
  8. Indemnification.Consultant
agrees to indemnify and hold harmless the Company and its directors, officers
and employees from and against all taxes, losses, damages, liabilities, costs
and expenses, including attorneys' fees and other legal expenses, arising
directly or indirectly from or in connection with (i) any negligent, reckless or
intentionally wrongful act of Consultant or Consultant's assistants, employees
or agents, (ii) a determination by a court or agency that the Consultant is not
an independent contractor, (iii) any breach by the Consultant or Consultant's
assistants, employees or agents of any of the covenants contained in this
Agreement, (iv) any failure of Consultant to perform the Services in accordance
with all applicable laws, rules and regulations, or (v)
any violation or claimed violation of a third party's rights resulting in whole
or in part from the Company's use of the work product of Consultant under this
Agreement.
  
  9.  Nonsolicitation.From the
date of this Agreement until 12 months after the termination of this Agreement
(the "Restricted Period"), Consultant will not, without the Company's prior
written consent, directly or indirectly, solicit or encourage any employee or
contractor of the Company or its affiliates to terminate employment with, or
cease providing services to, the Company or its affiliates. During the
Restricted Period, Consultant will not, whether for Consultant's own account or
for the account of any other person, firm, corporation or other business
organization, intentionally interfere with any person who is or during the
period of Consultant's engagement by the Company was a partner, supplier,
customer or client of the Company or its affiliates.
  10.  Arbitration
and Equitable Relief
  A.  Arbitration.IN CONSIDERATION
OF CONSULTANT'S RIGHTS UNDER THIS AGREEMENT, THE COMPANY'S PROMISE TO ARBITRATE
DISPUTES UNDER THIS AGREEMENT, AND THE RECEIPT OF COMPENSATION PAID TO
CONSULTANT BY THE COMPANY, AT PRESENT AND IN THE FUTURE, CONSULTANT 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 ITS CAPACITY AS SUCH OR OTHERWISE), WHETHER BROUGHT ON AN INDIVIDUAL,
GROUP, OR CLASS BASIS, ARISING OUT OF, RELATING TO, OR RESULTING FROM
CONSULTANT'S PERFORMANCE OF THE SERVICES UNDER THIS AGREEMENT OR THE TERMINATION
OF THIS AGREEMENT, INCLUDING ANY BREACH OF THIS 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 CONSULTANT 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 SARBANES-OXLEY 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 AND WRONGFUL
TERMINATION AND ANY STATUTORY CLAIMS. CONSULTANT FURTHER UNDERSTANDS THAT THIS
AGREEMENT TO ARBITRATE ALSO APPLIES TO ANY DISPUTES THAT THE COMPANY MAY HAVE
WITH CONSULTANT.
  
  B.  Procedure.CONSULTANT AGREES
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 AAA'S NATIONAL RULES FOR THE RESOLUTION OF EMPLOYMENT
DISPUTES. CONSULTANT
AGREES 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, MOTIONS TO DISMISS AND DEMURRERS, AND MOTIONS FOR CLASS
CERTIFICATION, PRIOR TO ANY ARBITRATION HEARING. CONSULTANT ALSO AGREES THAT THE
ARBITRATOR SHALL HAVE THE POWER TO AWARD ANY REMEDIES AVAILABLE UNDER APPLICABLE
LAW, AND THAT THE ARBITRATOR SHALL AWARD ATTORNEYS' FEES AND COSTS TO THE
PREVAILING PARTY EXCEPT AS PROHIBITED BY LAW. CONSULTANT UNDERSTANDS THAT THE
COMPANY WILL PAY FOR ANY ADMINISTRATIVE OR HEARING FEES CHARGED BY THE
ARBITRATOR OR AAA, EXCEPT THAT CONSULTANT SHALL PAY THE FIRST 5125.00 OF ANY
FILING FEES ASSOCIATED WITH ANY ARBITRATION CONSULTANT INITIATES. CONSULTANT
AGREES 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. CONSULTANT AGREES THAT THE DECISION OF THE
ARBITRATOR SHALL BE IN WRITING.
  C.  Remedy.EXCEPT AS PROVIDED BY THE RULES AND THIS AGREEMENT, ARBITRATION SHALL BE
THE SOLE, EXCLUSIVE AND FINAL REMEDY FOR ANY DISPUTE BETWEEN THE COMPANY AND
CONSULTANT. ACCORDINGLY, EXCEPT AS PROVIDED FOR BY THE RULES AND THIS AGREEMENT,
NEITHER THE COMPANY NOR CONSULTANT WILL BE PERMITTED 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.
  D.  Availability of
Injunctive Relief.CONSULTANT AGREES THAT EITHER THE COMPANY OR
CONSULTANT MAY PETITION A COURT FOR PROVISIONAL RELIEF, INCLUDING INJUNCTIVE
RELIEF, AS PERMITTED BY THE RULES, INCLUDING, BUT NOT LIMITED TO, WHERE EITHER
THE COMPANY OR CONSULTANT ALLEGES OR CLAIMS A VIOLATION OF THIS AGREEMENT
BETWEEN CONSULTANT AND THE COMPANY OR ANY OTHER AGREEMENT REGARDING TRADE
SECRETS, CONFIDENTIAL INFORMATION, NONSOLICITATION OR LABOR CODE §2870.
CONSULTANT UNDERSTANDS THAT ANY BREACH OR THREATENED BREACH OF SUCH AN AGREEMENT
(INCLUDING THIS AGREEMENT) WILL CAUSE IRREPARABLE INJURY AND THAT MONEY DAMAGES
WILL NOT PROVIDE AN ADEQUATE REMEDY THEREFOR AND BOTH CONSULTANT AND THE COMPANY
HEREBY CONSENT TO THE ISSUANCE OF AN INJUNCTION.
  E. Administrative
Relief.CONSULTANT UNDERSTANDS THAT THIS AGREEMENT DOES NOT PROHIBIT
CONSULTANT 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 CONSULTANT FROM PURSUING COURT ACTION
REGARDING ANY SUCH CLAIM.
  
  F. Voluntary Nature of Agreement.CONSULTANT ACKNOWLEDGES AND AGREES THAT CONSULTANT IS EXECUTING THIS
AGREEMENT VOLUNTARILY AND WITHOUT ANY DURESS OR UNDUE INFLUENCE BY THE COMPANY
OR ANYONE ELSE. CONSULTANT FURTHER ACKNOWLEDGES AND AGREES THAT CONSULTANT HAS
CAREFULLY READ THIS AGREEMENT AND THAT CONSULTANT HAS ASKED ANY QUESTIONS NEEDED
FOR CONSULTANT TO UNDERSTAND THE TERMS, CONSEQUENCES AND BINDING EFFECT OF THIS
AGREEMENT AND FULLY UNDERSTAND IT, INCLUDING THAT CONSULTANT IS WAIVING ITS RIGHT TO AJURY TRIAL.FINALLY, CONSULTANT AGREES THAT CONSULTANT HAS BEEN PROVIDED AN
OPPORTUNITY TO SEEK THE ADVICE OF AN ATTORNEY OF ITS CHOICE BEFORE SIGNING THIS
AGREEMENT.
  11. Miscellaneous.
  A.  Governing Law.This Agreement
shall be governed by the laws of California without regard to California's
conflicts of law rules.
  B.  Assignability.Except as
otherwise provided in this Agreement, Consultant may not sell, assign or
delegate any rights or obligations under this Agreement.
  C.  Entire Agreement.This
Agreement constitutes the entire agreement between the parties with respect to
the subject matter of this Agreement and supersedes all prior written and oral
agreements between the parties regarding the subject matter of this
Agreement.
  D.  Headings.Headings are used
in this Agreement for reference only and shall not be considered when
interpreting this Agreement.
  
  E.Notices.Any notice or other
communication required or permitted by this Agreementto be given to a party shall be in
writing and shall be deemed given if delivered personally or bycommercial messenger or courier
service, or mailed by U.S. registered or certified mail (returnreceipt requested), to the party at the
party's address written below or at such other address as the party may have
previously specified by like notice. If by mail, delivery shall be deemed
effectivethree business
days after mailing in accordance with thisSection
11.E.
  (1)  If to the
Company, to:
 7197
Indian Valley
 San Jose,
CA 95139
 Attention:
Chairman
  (2)  If to
Consultant, to the address for notice on the signature page to this Agreement
or, if no such address is provided, to the last address of Consultant provided
by Consultant to the Company.
  F. Attorneys' Fees.In any court
action at law or equity that is brought by one of the parties to this Agreement
to enforce or interpret the provisions of this Agreement, the prevailing party
will be entitled to reasonable attorneys' fees, in addition to any other relief
to which that party may be entitled.
  G. Severability.If any
provision of this Agreement is found to be illegal or unenforceable, the other
provisions shall remain effective and enforceable to the greatest extent
permitted by law.
  (signature
page follows)
  
  IN
WITNESS WHEREOF, the parties hereto have executed this Consulting Agreement as
of the date
first written above.
  CONSULTANT
                
                NEWCARDIO,
      INC.By:
      /s/ Branislav Vajdic
                
                By:
      /s/ R. BlairName:
      Branislav Vajdic
                
                Name:
      R. BlairTitle:
      Chief Executive Officer
                
                Title:
      ChairmanAddress
      for Notice
                
                4/11/07PO
      Box 3423Saratoga,
      CA 95070
  EXHIBIT
A
  Services and
Compensation
  1.  Contact.Consultant's
principal Company contact:
  Name:
Robert Blair
  Title:
Chairman of the Board of the Directors
  2.  Services.The Services shall
include, but shall not be limited to, the following:
  ·  Serve as
the Company's Chief Executive Officer.
  ·  Coordinate
the Company's fundraising efforts.
  ·  Coordinate
the search for a permanent Chief Executive Officer.
  3. Compensation.
  A.  The
Company will recommend at the first meeting of the Company's Board of Directors
following the date of this Agreement that the Company grant Consultant a
nonqualified stock option to purchase 280,000 shares of the Company's Common
Stock at a price per share equal to the fair market value per share of the
Common Stock on the date of grant, as determined by the Company's Board of
Directors, subject to the increase in the stock option pool ("Stock Option A").Stock Option A shall be subject to the terms and conditions of the
Company's Equity Incentive Plan and Stock Option Agreement. Stock Option A shall
be fully vested upon the date of grant, subject to the increase in the stock
option pool.
  B.  The
Company will recommend at the first meeting of the Company's Board of Directors
following the date of this Agreement that the Company grant Consultant a
nonqualified stock option to purchase 600,000 shares of the Company's Common
Stock at a price per share equal to the fair market value per share of the
Common Stock on the date of grant, as determined by the Company's Board of
Directors, subject to the increase in the stock option pool ("Stock Option B").Stock Option B shall be subject to the terms and conditions of the
Company's Equity Incentive Plan and Stock Option Agreement. The vesting schedule
for Stock Option B shall be as follows:
  ·
              In
      the event that the Company secures financing in the amount of $1 million
      or more obtained while Consultant serves as the CEO and within 12 months
      from the execution of this contract, 200,000 shares shall immediately vest
      for each $1 million raised, up to $3 million, upon the closing of such
      financing. .
  ·
              In
      the event that a Change of Control occurs, one-half of the unvested shares
      shall vest immediately upon the closing of the Change of Control, while
      the remaining unvested shares will automatically he assumed or be
      substituted for with an equivalent option or stock purchase right of
      acquiring entity, with a vesting schedule to be agreed between the
      acquiring entity and Consultant. Notwithstanding the foregoing, if the
      acquiring entity
  
   does not
assume Stock Option B, all of the unvested shares shall immediately vest upon
the closing of the Change of Control. For the purposes of this Agreement, the
term "Change of Control"shall mean the acquisition of the Company by another entity by means of
any transaction or series of related transactions (including, without
limitation, any reorganization, merger or consolidation or stock transfer, but
excluding any such transaction effected primarily for the purpose of changing
the domicile of the Company), unless the Company's stockholders of record
immediately prior to such transaction or series of related transactions hold,
immediately after such transaction or series of related transactions, at least
50% of the voting power of the surviving or acquiring entity (providedthat the sale by the Company of its securities for the purposes of
raising additional funds shall not constitute a Change of Control
hereunder).
  C.
Consultant shall be reimbursed for all reasonable out-of-pocket expenses as
submitted in expense reports to the Company and approved the Board, provided,
however, that the Company shall not be obligated to repay such expenses
until the Company has sufficient capital resources to do so.
  This
Exhibit A is accepted and agreed as of March 1st, 2007.
  CONSULTANT
                
                NEWCARDIO,
      INC.By:
      /s/ Branislav Vajdic
                
                By:
      /s/ R. BlairName:
      Branislav Vajdic
                
                Name:
      R. BlairTitle:
      CEO
                
                Title:
      Chairman