S-1

As filed with the Securities and Exchange Commission on March 18, 2008

Registration No. 333-______

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 

FORM S-1

REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933

 

VYCOR MEDICAL, INC.

(Exact Name of Registrant as Specified in Its Charter)

Delaware	3841	20-3369218
(State or Other Jurisdiction of Incorporation or Organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification No.)

80 Orville Drive, Suite 100
Bohemia, New York 11716
(631) 244 1435

(Address, Including Zip Code, and Telephone Number,
Including Area Code, or Registrant’s Principal Executive Offices)

 

Kenneth T. Coviello
Chief Executive Officer
Vycor Medical Inc.
80 Orville Drive, Suite 100
Bohemia, New York 11716
(631) 244 1435

(Name, Address, Including Zip Code, and Telephone Number,
Including Area Code, of Agent for Service)

 

Copies to:

Benjamin Tan, Esq.
Sichenzia Ross Friedman Ference LLP
61 Broadway, 32^nd Floor
New York, NY 10006

Approximate date of commencement of proposed sale to the public: From time to time after the Registration Statement becomes effective.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. x

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer o	Accelerated filer o
Non-accelerated filer o (Do not check if a smaller reporting company)	Smaller reporting company x

CALCULATION OF REGISTRATION FEE

Title of Class of Securities to be Registered	Amount to be Registered(1)		Proposed Maximum Offering Price Per Unit(2)		Proposed Maximum Aggregate Offering Price		Amount of Registration Fee
Common stock, par value $0.001		5,894,317	$	.19	$	1,119,920.23	$	44.02
Common stock, par value $0.001 underlying Convertible Securities		5,645,210	$	.19	$	1,072,589.90	$	42.16
Total		11,539,527	$	.19	$	2,195,510.13	$	86.17

(1) All shares registered pursuant to this registration statement are to be offered by the selling stockholders. Pursuant to Rule 416, this registration statement also covers such number of additional shares of common stock to prevent dilution resulting from stock splits, stock dividends and similar transactions.

(2) Based on the last sales price in $.19 per share of common stock. The offering price has been estimated solely for the purpose of computing the amount of the registration fee in accordance with Rule 457(e). Our common stock is not traded on any national exchange and in accordance with Rule 457; the offering price was determined by the price the shares were sold to our shareholders in a private placement memorandum on February 20, 2008. The price of $.19 is a fixed price at which the selling security holders may sell their shares until our common stock is quoted on the OTC Bulletin Board at which time the shares may be sold at prevailing market prices or privately negotiated prices. There can be no assurance that a market maker will agree to file the necessary documents with the National Association of Securities Dealers, which operates the OTC Electronic Bulletin Board, nor can there be any assurance that such an application for quotation will be approved.

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Commission, acting pursuant to Section 8(a), may determine.

The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer and sale is not permitted.

PRELIMINARY PROSPECTUS	SUBJECT TO COMPLETION, DATED MARCH 18, 2008

VYCOR MEDICAL, INC.

5,894,317 Shares of common stock

5,645,210 Shares of common stock
underlying convertible securities
offering by selling shareholders

The selling stockholders identified in this prospectus are offering for sale from time to time up to 11,539,527 shares of our common stock, including 5,645,210 shares they may acquire on conversion of certain debentures, warrants and exercise of certain options (collectively, the “Convertible Securities”).

The common stock and Convertible Securities have already been issued to the selling stockholders in private placement transactions (except for 523,747 shares of common stock to The Concordia Group), which were exempt from the registration and prospectus delivery requirements of the Securities Act of 1933, as amended.

The Convertible Securities have different exercise or conversion prices and different expiration dates.

The resale of the shares of common stock is not being underwritten. The selling stockholders may sell or distribute the shares, from time to time, depending on market conditions and other factors, through underwriters, dealers, brokers or other agents, or directly to one or more purchasers. The selling stockholders may offer all or part of their shares for resale from time to time through public or private transactions, at either prevailing market prices or at privately negotiated prices. We will not receive any of the proceeds from the sales of the shares by the selling stockholders.

To the extent the Convertible Securities are exercised or converted to shares of our common stock, if at all, we will receive the exercise or conversion price for those Convertible Securities.

We will pay all of the registration expenses incurred in connection with this offering (estimated to be $87,087), but the selling stockholders will pay all of the selling commissions, brokerage fees and related expenses.

There is a limited market in our common stock. The shares are being offered by the selling stockholders in anticipation of the development of a secondary trading market in our common stock. We cannot give you any assurance that an active trading market in our common stock will develop, or if an active market does develop, that it will continue.

Investing in our common stock involves a high degree of risk. You may lose your entire investment. See “Risk Factors” beginning on page 4 for a discussion of certain risk factors that you should consider.

You should read the entire prospectus before making an investment decision.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

The date of this prospectus is March __, 2008

TABLE OF CONTENTS

	Page
Prospectus Summary		1
Forward-Looking Statements		2
Risk Factors		4
Use of Proceeds		12
Determination of Offering Price		12
Dilution		12
Business		21
Legal Proceedings		32
Market for Common Equity and Related Stockholder Matters		32
Dividends		33
Security Ownership of Certain Beneficial Owners and Management		37
Management		38
Executive Compensation		40
Disclosure of Commission Position on Indemnification for Securities Act Liabilities		41
Certain Relationships and Related Party Transactions		42
Selling Shareholders		42
Plan of Distribution		45
Description of Securities		46
Legal Matters		49
Experts		49
Where You Can Find Additional Information		49

i

ABOUT THIS PROSPECTUS

You should rely only on the information contained in this prospectus. We have not authorized anyone to provide you with information different from that contained in this prospectus. The selling stockholders are offering to sell and seeking offers to buy shares of our common stock, including shares they acquire upon exercise of their warrants, only in jurisdictions where offers and sales are permitted. The information contained in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus or of any sale of our common stock. The prospectus will be updated and updated prospectuses made available for delivery to the extent required by the federal securities laws.

No person is authorized in connection with this prospectus to give any information or to make any representations about us, the selling stockholders, the securities or any matter discussed in this prospectus, other than the information and representations contained in this prospectus. If any other information or representation is given or made, such information or representation may not be relied upon as having been authorized by us or any selling stockholder. This prospectus does not constitute an offer to sell, or a solicitation of an offer to buy the securities in any circumstances under which the offer or solicitation is unlawful. Neither the delivery of this prospectus nor any distribution of securities in accordance with this prospectus shall, under any circumstances, imply that there has been no change in our affairs since the date of this prospectus. The prospectus will be updated and updated prospectuses made available for delivery to the extent required by the federal securities laws.

Cautionary Note Regarding Forward-Looking Statements and Other Information
Contained in This Prospectus

This prospectus contains some forward-looking statements. Forward-looking statements give our current expectations or forecasts of future events. You can identify these statements by the fact that they do not relate strictly to historical or current facts. Forward-looking statements involve risks and uncertainties. Forward-looking statements include statements regarding, among other things, (a) our projected sales, profitability, and cash flows, (b) our growth strategies, (c) anticipated trends in our industries, (d) our future financing plans and (e) our anticipated needs for working capital. They are generally identifiable by use of the words “may,” “will,” “should,” “anticipate,” “estimate,” “plans,” “potential,” “projects,” “continuing,” “ongoing,” “expects,” “management believes,” “we believe,” “we intend” or the negative of these words or other variations on these words or comparable terminology. These statements may be found under “Management's Discussion and Analysis of Financial Condition and Results of Operations” and “Business,” as well as in this prospectus generally. In particular, these include statements relating to future actions, prospective products or product approvals, future performance or results of current and anticipated products, sales efforts, expenses, the outcome of contingencies such as legal proceedings, and financial results.

Any or all of our forward-looking statements in this report may turn out to be inaccurate. They can be affected by inaccurate assumptions we might make or by known or unknown risks or uncertainties. Consequently, no forward-looking statement can be guaranteed. Actual future results may vary materially as a result of various factors, including, without limitation, the risks outlined under “Risk Factors” and matters described in this prospectus generally. In light of these risks and uncertainties, there can be no assurance that the forward-looking statements contained in this filing will in fact occur. You should not place undue reliance on these forward-looking statements.

The forward-looking statements speak only as of the date on which they are made, and, except to the extent required by federal securities laws, we undertake no obligation to publicly update any forward-looking statements, whether as the result of new information, future events, or otherwise.

ii

PROSPECTUS SUMMARY

This summary highlights information contained elsewhere in this prospectus. This summary does not contain all of the information you should consider before investing in our common stock. You should read the entire prospectus, including “Risk Factors” and the consolidated financial statements and the related notes before making an investment decision. Contents from our website, www.vycormedical.com, are not part of this prospectus. Except as otherwise specifically stated or unless the context otherwise requires, the “Company,” “we,” “our” and “us” refers collectively to Vycor Medical, Inc.

THE COMPANY

Business Overview

We are a developer of neurological medical devices and are in the process of introducing our first series of products to the marketplace.

We are in the process of conducting research, development, prototyping, and production mold development work for our first product series, the Brain Access System (“VBAS”). Production molds, final packaging and inventory must still be built. Accessories are still to be designed. We are planning to launch the VBAS product in the third quarter of 2008. The second product in our pipeline is the Cervical Access System (“VCAS”), which is planned for launch during 2009.

We have received FDA 510k approval for both our VBAS and VCAS products. Section 510(k) of the United States Food, Drug and Cosmetic Act requires medical device manufacturers to register with the U.S. Food and Drug Administration (“FDA”) of their intent to market a medical device at least 90 days in advance. The 510(k) submission allows the FDA to determine whether a device is generally equivalent to similar one already on the market. With the FDA 510k approval, we are authorized to take our products to market in the U.S. without further approvals.

We have also received CE Marking for our products in September 2006 and are able to sell them in member countries of the European Union (“EU”). The European Medical Device Directive makes it mandatory to fulfill CE certification requirements in order to export medical devices, of Class I, IIa, IIb, and III to any country within the European community.

Our History

We were formed as a limited liability company under the laws of the State of New York on June 17, 2005 as “Vycor Medical LLC.”. On August 14, 2007, we converted into a Delaware corporation and changed our name to “Vycor Medical, Inc.”

Our Corporate Information

We maintain our corporate offices at 80 Orville Drive, Suite 100, Bohemia, NY 11716. Our telephone number is (631) 244 1435 and our facsimile number is (631) 244 1436. We also have a website at www.vycormedical.com.

THE OFFERING

The Offering

This prospectus relates to (i) 5,631,159 shares of common stock and (ii) 5,593,104 shares of common stock underlying certain Convertible Securities.

Common stock outstanding prior to offering

21,835,444

Common stock offered by Company

0

Total shares of common stock offered by selling stockholders

11,539,527 (including up to 5,645,210 shares of common stock underlying certain Convertible Securities)

1

Common stock to be outstanding after the offering (assuming all the Convertible Securities have been either exercised or converted)

27,480,654

Use of proceeds of sale

We will not receive any of the proceeds of sale of the shares of common stock by the selling stockholders.However, we will receive proceeds from any exercise or conversion of the Convertible Securities into up to 5,645,210 of our shares of common stock, which are presently offered under this prospectus.We intend to use any proceeds received from the exercise or conversion, as the case may be, for working capital and other general corporate purposes.We, however, cannot assure you that any of the Convertible Securities will be exercised or converted.

Risk Factors

See “Risk Factors” beginning on page 4 and other information included in this prospectus for a discussion of factors you should consider before deciding to invest in shares of our common stock.

Background

On February 15, 2008, we entered into a transaction with Regent Private Capital, LLC (“Regent”), whereby Regent agreed to invest $1,000,000 in the purchase of our Convertible Debentures — such investment to be made in two tranches of $500,000 each.

Pursuant to the Convertible Debenture Purchase Agreement between Regent and ourselves dated February 15, 2008, we had agreed tofile a registration statement on Form S-1 with the Securities and Exchange Commission (“SEC”), to register for sale all common stock which may be issuable upon conversion of the Regent Debentures.

On February 15, 2008, we entered into a transaction with Fountainhead Capital Partners Limited (“Fountainhead”), whereby Fountainhead agreed to invest $300,000 in the purchase of our Convertible Debentures — such investment to be made in two tranches of $150,000 each.

Pursuant to the Convertible Debenture Purchase Agreement between Fountainhead and ourselves dated February 15, 2008, we had similarly agreed tofile a registration statement on Form S-1 with the SEC, to register for sale all common stock which may be issuable upon conversion of the Fountainhead Debentures.

Subsequent to the dates of these transactions, both Fountainhead and Regent agreed to allow us to register less than all of the shares of common stock issuable under the Regent Debenture and the Fountainhead Debenture. Instead, we have agreed to provide Regent and Fountainhead with certain demand and “piggy-back” registration rights covering the remainder of the common stock issuable under such Debentures. We shall file the relevant registration rights agreements with Regent and Fountainhead once they have been negotiated and entered into.

Additionally, we are seeking to register some of our issued and outstanding shares of common stock as well as some of the shares of common stock issuable under the Convertible Securities.

Plan of Distribution

This offering is not being underwritten. The selling stockholders directly, through agents designated by them from time to time or through brokers or dealers also to be designated, may sell their shares from time to time, in or through privately negotiated transactions, or in one or more transactions, including block transactions, on the OTC Bulletin Board or on any stock exchange on which the shares may be listed in the future pursuant to and in accordance with the applicable rules of such exchange or otherwise. The selling price of the shares may be at market prices prevailing at the time of sale, at prices related to such prevailing market prices or at negotiated prices. To the extent required, the specific shares to be sold, the names of the selling

2

stockholders, the respective purchase prices and public offering prices, the names of any such agent, broker or dealer and any applicable commission or discounts with respect to a particular offer will be described in an accompanying prospectus. In addition, any securities covered by this prospectus which qualify for sale pursuant to Rule 144 may be sold under Rule 144 rather than pursuant to this prospectus. We will keep this prospectus current until the expiration dates of the convertible securities, even if the convertible securities which underlie certain shares of our common stock subject to this prospectus are out of the money.

We will not receive any proceeds from sales of shares by the selling stockholders. However, if any of the selling stockholders decide to exercise or convert their convertible security, we will receive the net proceeds of the exercise or conversion of such security held by the selling stockholders. We intend to use any proceeds we receive from the exercise or conversion of convertible securities for working capital and other general corporate purposes. We cannot assure you that any of the Convertible Securities ever be exercised or converted.

We will pay all expenses of registration incurred in connection with this offering (estimated to be $87,087), but the selling stockholders will pay all of the selling commissions, brokerage fees and related expenses.

The selling stockholders and any broker-dealers or agents that participate with the selling stockholders in the distribution of any of the shares may be deemed to be “underwriters” within the meaning of the Securities Act, and any commissions received by them and any profit on the resale of the shares purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act.

3

RISK FACTORS

An investment in our common stock involves a high degree of risk. You should carefully consider the risks described below and the other information contained in this prospectus before deciding to invest in our common stock.

Risks Related to Our Financials

We are a recently formed development stage company that has not achieved profitable operations. If our business plan fails, you may lose your entire investment.

Our independent auditors, Paritz & Company, certified public accountants, have expressed substantial doubt concerning our ability to continue as a going concern.

We have incurred losses since our inception, including a net loss of $472,270 for the year ended December 31, 2007, and we expect to incur substantial additional losses, including additional development costs, costs related to clinical trials and manufacturing expenses. We have incurred negative cash flows from operations since inception. As of December 31, 2007, we had a stockholders’ deficiency of $692,597 and a cash and cash equivalents balance of $15,739. Since we have no record of profitable operations, there is high a possibility that you may suffer a complete loss of your investment.

We were formed on June 17, 2005 and have a limited operating history and, accordingly, you will not have any basis on which to evaluate our ability to achieve our business objectives.

We are a development stage company with limited operating results to date. Since we do not have an established operating history or regular sales yet, you will have no basis upon which to evaluate our ability to achieve our business objectives.

The absence of any significant operating history for us makes forecasting our revenue and expenses difficult, and we may be unable to adjust our spending in a timely manner to compensate for unexpected revenue shortfalls or unexpected expenses.

As a result of the absence of any operating history for us, it is difficult to accurately forecast our future revenue. In addition, we have limited meaningful historical financial data upon which to base planned operating expenses. Current and future expense levels are based on our operating plans and estimates of future revenue. Revenue and operating results are difficult to forecast because they generally depend on our ability to promote and sell our products. As a result, we may be unable to adjust our spending in a timely manner to compensate for any unexpected revenue shortfall, which would result in further substantial losses. We may also be unable to expand our operations in a timely manner to adequately meet demand to the extent it exceeds expectations.

Our limited operating history does not afford investors a sufficient history on which to base an investment decision.

We were formed on June 17, 2005 and are currently developing and introducing new products. There can be no assurance that at this time we will operate profitably or that we will have adequate working capital to meet our obligations as they become due.

Investors must consider the risks and difficulties frequently encountered by early stage companies, particularly in rapidly evolving markets. Such risks include the following:

• competition;

• need for acceptance of products — there can be no assured market for our products and there is no guarantee of orders or surgeon acceptance;

• ability to continue to develop and extend brand identity;

• ability to anticipate and adapt to a competitive market;

• ability to effectively manage rapidly expanding operations;

4

• amount and timing of operating costs and capital expenditures relating to expansion of our business, operations, and infrastructure; and

• dependence upon key personnel to market and sell our products and the loss of one of our key managers may adversely affect the marketing of our products.

We cannot be certain that our business strategy will be successful or that we will successfully address these risks. In the event that we do not successfully address these risks, our business, prospects, financial condition, and results of operations could be materially and adversely affected.

Our independent auditors have expressed substantial doubt about our ability to continue as a going concern, which may hinder our ability to continue as a going concern and our ability to obtain future financing.

In their report dated February 7, 2008, our independent auditors stated that our financial statements for the period ended December 31, 2007 were prepared assuming that we would continue as a going concern. Our ability to continue as a going concern is an issue raised as a result of recurring losses from operations and cash flow deficiencies since our inception. We continue to experience net losses. Our ability to continue as a going concern is subject to our ability to generate a profit and/or obtain necessary funding from outside sources, including obtaining additional funding from the sale of our securities, increasing sales or obtaining loans and grants from various financial institutions where possible. If we are unable to continue as a going concern, you may lose your entire investment.

Our revenue will be dependent upon acceptance of our products by the market. The failure of such acceptance will cause us to curtail or cease operations.

We believe that virtually all of our revenue will come from the sale of our products. As a result, we will continue to incur substantial operating losses until such time as we are able to generate revenue from the sale of our products. There can be no assurance that businesses and customers will adopt our technology and products, or that businesses and prospective customers will agree to pay for our products. In the event that we are not able to significantly increase the number of customers that purchase our products, or if we are unable to charge the necessary prices fees, our financial condition and results of operations will be materially and adversely affected.

Risks Related to Our Business

We cannot be certain that we will obtain patents for our devices or that such patents will protect us from competitors

We believe that our success and competitive position will depend in large part on our ability to obtain and maintain patents for our devices. We have filed patent applications for both the design of our Brain Access System and Cervical Access System and the method of performing surgery with our devices. The U.S. Patent and Trademark Office typically requires 12-24 months or more to process a patent application. There can be no assurance that our patent applications will be approved. However we do not intend to wait for the approval of the patent applications before launching our devices. There can be no assurance regarding how long it will take the U.S. Patent and Trademark Office to decide whether to approve our patent applications or how long it will take foreign patent offices to grant us patents. There can be no assurance that any patent issued or licensed to us will provide us with protection against competitive products or otherwise protect our commercial viability, or that challenges will not be instituted against the validity or enforceability of any of our patents or, if instituted, that such challenges will not be successful. The cost of litigation to uphold the validity of a patent and enforce it against infringement can be substantial. Even issued patents may later be modified or revoked by the Patent and Trademark Office or in legal proceedings. Patent applications in the United States are maintained in secrecy until the patent issues and, since publication of discoveries in the scientific or patent literature tends to lag behind actual discoveries, we cannot be certain that we were the first creator of the inventions covered by our pending patent applications or the first to file patent applications on such inventions.

To minimize these risks, we have asked our patent counsel, Hunton & Williams, to provide us with a “freedom to operate” and patent opinion and we are considering obtaining patent insurance. A “freedom to

5

operate opinion,” was based upon an investigation into the area of our proposed products. The investigation would attempt to identify ahead of time patents in the area of our proposed products in order to verify that there are no patents in the area very similar to our proposed patent application. However, the freedom to operate plan and the opinion letter can never guarantee that a business entity has a clear path to market its products. It is necessarily limited by the effectiveness of the product clearance search, and the conclusions of the opinion letter are likely to reflect this lack of complete certainty. Patent insurance may either protect a patent holder against loss due to the infringement of a patent held by the patent holder or protect the insured against infringement claims brought by a patent holder. We have not tried to obtain patent insurance and do not know whether it will be available to us and if so whether it will be available at an affordable price.

We are dependent on a key vendor to manufacture our products.

We are dependent on Lacey Manufacturing Company (“Lacey”) of Bridgeport, Connecticut to provide a full range of engineering, contract manufacturing and logistical support to manufacture our products. We are presently negotiating the terms of our manufacturing with Lacey. There can be no assurances that we will be able to reach an agreement or that the terms will be as favorable as we anticipate. We are dependent upon their commencing manufacture of our products in accordance with our specifications and delivering them on a timely basis in order to realize our business plan. They can however no assurances that this will be the case. We presently owe Lacey approximately $185,000 for services and molds that Lacey has provided to us in anticipation of reaching a manufacturing agreement with us, which monies we hope to repay from the proceeds of the sale of our products and from any funds we manage to raise. There can be no assurance that we can reach an agreement with Lacey and even so, that Lacey will agree to defer repayment. If we do not reach an agreement with Lacey, Lacey may request immediate payment of the full amount owing to them and this may have a material impact on our available working capital.

If we do not reach an agreement with Lacey or if Lacey fails to manufacture and/or deliver our products as specified, we may need to locate another manufacturer. We can offer no assurances that we will be successful in finding an alternate manufacturer and negotiating acceptable terms with them on a timely basis without impact on our manufacturing and delivery schedule.

We will need distribution and marketing partners to help us market our products.

We do not have established distribution and marketing channels. We will need to find means of letting our potential users know about our products and find means of distributing our products to them. We are in discussions with potential medical device distributors and sales agents. There is no assurance that our discussions will be successful or that these distributors or sales agents would in fact be successful in promoting and selling our products.

We will need to raise substantial additional funds to bring any products to market and operate.

Our current funds are not sufficient to allow us to successfully launch and market our products. We will require substantial additional funds in order to bring our products to market. Sufficient funds on terms acceptable to us may not be available or may be available only on terms that are dilutive to investors in this offering. Our inability to obtain additional funds might prevent us from launching the products and continuing operations.

We may not be successful in capturing desired market share if products are not compatible with navigational systems.

We believe that using our products with existing navigation systems will be important in gaining market acceptance and making our pre-market evaluations. We have had discussions with BrainLAB and Medtronic about integrating our products with their navigation systems by making an adaptor to allow our products to work with their navigation systems. We can offer no assurances that we will be able to conclude a formal agreement of terms with these manufacturers, and also find another manufacturer of a navigation system willing to integrate our products with their system, or what the terms for integration will be. Further, if we were to grant an exclusive to one manufacturer of navigation systems, we may have precluded from selling our products to customers who do not use that particular navigation system.

6

Our development activities may be more expensive than anticipated and that we may not have sufficient resources to realize our business plan.

There is a possibility that the money and time required to obtain permits, to enter into arrangements with manufacturers and distributors etc. may be excessive and more than what we had anticipated. We may conclude that the expenses will make the launch uneconomical. Therefore there is a risk that funds that we may not be able to complete the development of and sale of our products.

Sales may not produce profits.

We may be forced to sell our products at a lower price than anticipated due to a variety of reasons, including without limitation selling prices of comparable products by our competitors and budget constraints of our customers. Further, we may sell fewer products than anticipated, and the costs associated with each unit, including costs of manufacturing and commissions, may be greater than anticipated. As a result, there is a risk that the cost of the launch may be greater than we anticipated and that the sale of devices may fail to yield profitability.

Our products may not be accepted in the marketplace.

Uncertainty exists as to whether our products, once completely developed and available for commercialization, will be accepted by the market without clinical evaluations. A number of factors may limit the market acceptance of our products, including the timing of regulatory approvals and market entry relative to competitive products, the availability of alternative products and the price of the our products relative to alternative products. There is a risk that surgeons will be encouraged to use multiple use devices, such as retractors, instead of our single use devices. Our device is designed to be used once and then discarded. Our competitors market multiple use devices such as retractors. The multiple use devices are not appreciably more expensive than our single use devices and therefore they are significantly less expensive on a per use basis. We are assuming that notwithstanding the difference in price that surgeons will elect to use our devices because of their perception that our devices will permit safer and less invasive surgery. However, hospitals, medical insurance providers, health maintenance organizations and others approving surgical costs may decide that the cost outweighs the benefit. In addition, surgeons may opt to use other devices.

Some of our competitors are more established and better capitalized than we are and we may be unable to establish market share.

Some of our competitors are well-known, more established and better capitalized than we are. As such, they may have at their disposal greater marketing strength and economies of scale. They may also have more resources to expend on research and development to create more innovative products in competition with ours. Accordingly, we may not be successful in competing with them for market share.

We will need to increase the size of our organization, and may experience difficulties in managing growth.

We are a small company with minimal employees. We expect to experience a period of significant expansion in headcount, facilities, infrastructure and overhead and anticipate that further expansion will be required to address potential growth and market opportunities. Future growth will impose significant added responsibilities on members of management, including the need to identify, recruit, maintain and integrate managers. Our future financial performance and its ability to compete effectively will depend, in part, on its ability to manage any future growth effectively.

We are subject to compliance with securities law, which exposes us to potential liabilities, including potential rescission rights.

We have offered and sold our common stock to investors pursuant to certain exemptions from the registration requirements of the Securities Act of 1933, as well as those of various state securities laws. The basis for relying on such exemptions is factual; that is, the applicability of such exemptions depends upon our conduct and that of those persons contacting prospective investors and making the offering. We have not received a legal opinion to the effect that any of our prior offerings were exempt from registration under any federal or state law. Instead, we have relied upon the operative facts as the basis for such exemptions, including information provided by investors themselves.

7

If any prior offering did not qualify for such exemption, an investor would have the right to rescind its purchase of the securities if it so desired. It is possible that if an investor should seek rescission, such investor would succeed. A similar situation prevails under state law in those states where the securities may be offered without registration in reliance on the partial preemption from the registration or qualification provisions of such state statutes under the National Securities Markets Improvement Act of 1996. If investors were successful in seeking rescission, we would face severe financial demands that could adversely affect our business and operations. Additionally, if we did not in fact qualify for the exemptions upon which it has relied, we may become subject to significant fines and penalties imposed by the SEC and state securities agencies.

The availability of a large number of authorized but unissued shares of common stock may, upon their issuance, lead to dilution of existing stockholders.

We are authorized to issue 100,000,000 shares of common stock, $0.001 par value per share, of which, as of March 12, 2007, 21,835,444 of common stock were issued and outstanding. These shares may be issued by our board of directors without further stockholder approval. The issuance of large numbers of shares, possibly at below market prices, is likely to result in substantial dilution to the interests of other stockholders. In addition, issuances of large numbers of shares may adversely affect the market price of our common stock.

Further, our Certificate of Incorporation authorizes 10,000,000 shares of preferred stock, $.001 par value per share. The board of directors is authorized to provide for the issuance of these unissued shares of preferred stock in one or more series, and to fix the number of shares and to determine the rights, preferences and privileges thereof. Accordingly, the board of directors may issue preferred stock which convert into large numbers of shares of common stock and consequently lead to further dilution of other shareholders.

We may need additional capital that could dilute the ownership interest of investors.

We require substantial working capital to fund our business. If we raise additional funds through the issuance of equity, equity-related or convertible debt securities, these securities may have rights, preferences or privileges senior to those of the rights of holders of our common stock and they may experience additional dilution. We cannot predict whether additional financing will be available to us on favorable terms when required, or at all. Since our inception, we have experienced negative cash flow from operations and expect to experience significant negative cash flow from operations in the future. The issuance of additional common stock by our management, may have the effect of further diluting the proportionate equity interest and voting power of holders of our common stock, including investors in this offering.

We rely on Mr. Kenneth T. Coviello, our Chief Executive Officer and Ms. Heather Jensen, our President, for the management of our business, and the loss of their services may significantly harm our business and prospects.

We depend, to a large extent, on the abilities and participation of our current management team, but have a particular reliance upon Mr. Kenneth Coviello, our Chief Executive Officer and Ms. Heather Jensen, our President for the direction of our business. The loss of the services of either Mr. Coviello or Ms. Jensen, for any reason, may have a material adverse effect on our business and prospects. We cannot assure you that the services of Mr. Coviello or Ms. Jensen will continue to be available to us, or that we will be able to find a suitable replacement for either of them. We do not have key man insurance on Mr. Coviello or Ms. Jensen. If either or both of them were to die and we are unable to replace either or both of them for a prolonged period of time, we may be unable to carry out our long term business plan and our future prospect for growth, and our business, may be harmed.

We may not be able to hire and retain qualified personnel to support our growth and if we are unable to retain or hire such personnel in the future, our ability to improve our products and implement our business objectives could be adversely affected.

Our future success depends heavily upon the continuing services of the members of our senior management team, in particular our Chief Executive Officer, Mr. Kenneth Coviello and our President, Ms. Heather Jensen. If one or more of our senior executives or other key personnel is/are unable or unwilling to continue in his/her/their present positions, we may not be able to replace them easily or at all, and our business may be

8

disrupted and our financial condition and results of operations may be materially and adversely affected. Competition for senior management and personnel is intense, the pool of qualified candidates in the medical device field is very limited, and we may not be able to retain the services of our senior executives or senior personnel, or attract and retain high-quality senior executives or senior personnel in the future. This failure could materially and adversely affect our future growth and financial condition.

We may not have adequate internal accounting controls. While we have certain internal procedures in our budgeting, forecasting and in the management and allocation of funds, our internal controls may not be adequate.

We are constantly striving to improve our internal accounting controls. We do not have a dedicated Chief Financial Officer. We hope to develop an adequate internal accounting control to budget, forecast, manage and allocate our funds and account for them. There is no guarantee that such improvements will be adequate or successful or that such improvements will be carried out on a timely basis. If we do not have adequate internal accounting controls, we may not be able to appropriately budget, forecast and manage our funds, we may also be unable to prepare accurate accounts on a timely basis to meet our continuing financial reporting obligations and we may not be able to satisfy our obligations under US securities laws.

Rule 415

WE MAY NOT BE ABLE TO REGISTER ALL OF THE SHARES (AND THE SHARES UNDERLYING THE CONVERTIBLE SECURITIES). THIS MAY REQUIRE US TO PAY THE INVESTORS DAMAGES.

Reference is made to “Selling Stockholders — Background” in this prospectus for disclosure relating to our obligation to register the shares (and the shares underlying certain Convertible Securities) and the circumstances in which we may be liable for damages for failing to comply with our obligations set forth therein.

We have inadequate insurance coverage

We only have Directors and Officers Liability Insurance. Because we have only sold our products on a limited basis, we do not presently maintain product liability insurance or property and equipment insurance, which leaves us with exposure in the event of loss or damage to our properties or product liability claims filed against us. We are seeking quotations for product liability insurance.

We cannot assure you that we would not face liability in the event of the failure of any of our products. This is particularly true given our plan to significantly expand our sales into international markets, like Europe, where product liability claims are more prevalent.

We do not maintain a reserve fund for warranty or defective products claims. Our costs could substantially increase if we experience a significant number of warranty claims. We have not established any reserve funds for potential warranty claims. If we experience an increase in warranty claims or if our repair and replacement costs associated with warranty claims increase significantly, it would have a material adverse effect on our financial condition and results of operations.

Risks Related to an Investment in Our Common Stock

Our Chief Executive Officer and President control us through their position and stock ownership and their interests may differ from other stockholders

Our Chief Executive Officer and President beneficially own approximately 46.878% of our common stock. As a result, while they individually are not holders of a majority of the outstanding shares, collectively, they may be able to influence the outcome of stockholder votes on various matters, including the election of directors and extraordinary corporate transactions, including business combinations. Their interests may differ from other stockholders.

We do not intend to pay cash dividends in the foreseeable future

We currently intend to retain all future earnings for use in the operation and expansion of our business. We do not intend to pay any cash dividends in the foreseeable future but will review this policy as circumstances dictate.

9

There is currently no market for our securities and there can be no assurance that any market will ever develop or that our common stock will be listed for trading.

Prior to the date of this prospectus, there has not been any established trading market for our common stock and there is currently no market for our securities. We will seek to have a market maker file an application with the NASD on our behalf to list the shares of our common stock on the NASD OTC Bulletin Board (“OTCBB”) or similar quotation service when we have a sufficient number of shareholders, if ever. There can be no assurance as to whether such market makers application will be accepted or, if accepted, the prices at which our common stock will trade if a trading market develops, of which there can be no assurance. We are not permitted to file such application on our own behalf. Until our common stock is fully distributed and an orderly market develops, (if ever) in our common stock, the price at which it trades is likely to fluctuate significantly. Prices for our common stock will be determined in the marketplace and may be influenced by many factors, including the depth and liquidity of the market for shares of our common stock, developments affecting our business, including the impact of the factors referred to elsewhere in these Risk Factors, investor perception of us and general economic and market conditions. No assurances can be given that an orderly or liquid market will ever develop for the shares of our common stock. Owing to the anticipated low price of the securities, many brokerage firms may not be willing to effect transactions in the securities. See “Broker-dealers may be discouraged from effecting transactions in our common stock because they are considered a penny stock and are subject to the penny stock rules.”

Our common stock is subject to the Penny Stock Regulations

Our common stock and will likely be subject to the SEC's “penny stock” rules to the extent that the price remains less than $5.00. Those rules, which require delivery of a schedule explaining the penny stock market and the associated risks before any sale, may further limit your ability to sell your shares.

The SEC has adopted regulations which generally define “penny stock” to be an equity security that has a market price of less than $5.00 per share. Our common stock, when and if a trading market develops, may fall within the definition of penny stock and subject to rules that impose additional sales practice requirements on broker-dealers who sell such securities to persons other than established customers and accredited investors (generally those with assets in excess of $1,000,000, or annual incomes exceeding $200,000 or $300,000, together with their spouse).

For transactions covered by these rules, the broker-dealer must make a special suitability determination for the purchase of such securities and have received the purchaser's prior written consent to the transaction. Additionally, for any transaction, other than exempt transactions, involving a penny stock, the rules require the delivery, prior to the transaction, of a risk disclosure document mandated by the Commission relating to the penny stock market. The broker-dealer also must disclose the commissions payable to both the broker-dealer and the registered representative, current quotations for the securities and, if the broker-dealer is the sole market-maker, the broker-dealer must disclose this fact and the broker-dealer's presumed control over the market. Finally, monthly statements must be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stocks. Consequently, the `penny stock` rules may restrict the ability of broker-dealers to sell our common stock and may affect the ability of investors to sell their common stock in the secondary market.

Our common stock is illiquid and subject to price volatility unrelated to our operations

The market price of our common stock could fluctuate substantially due to a variety of factors, including market perception of our ability to achieve our planned growth, quarterly operating results of other companies in the same industry, trading volume in our common stock, changes in general conditions in the economy and the financial markets or other developments affecting our competitors or us. In addition, the stock market is subject to extreme price and volume fluctuations. This volatility has had a significant effect on the market price of securities issued by many companies for reasons unrelated to their operating performance and could have the same effect on our common stock.

Also, as a result of the exercise or conversion of certain convertible securities by the selling stockholders, there may be a significant number of new shares of common stock on the market in addition to the current public float. Sales of substantial amounts of common stock, or the perception that such sales could occur, and

10

the existence of convertible securities to purchase shares of common stock at prices that may be below the then current market price of the common stock, could adversely affect the market price of our common stock and could impair our ability to raise capital through the sale of our equity securities.

11

USE OF PROCEEDS

We will not receive any of the proceeds from any sales of the shares offered for sale and sold under this prospectus by the selling stockholders. We will receive proceeds from the issuance of shares of our common stock on the exercise or conversion, if any, of the Convertible Securities issued to the selling stockholders.

We will receive proceeds of conversion or exercise if the Convertible Securities are exercised or converted. We intend to use the proceeds from the exercise or conversion of the Convertible Securities, if any, for working capital and other general corporate purposes. We cannot assure you that any of the Convertible Securities will ever be exercised or exercised for cash, if at all.

DETERMINATION OF OFFERING PRICE

Since our shares are not listed or quoted on any exchange or quotation system, the offering price of the shares of common stock was arbitrarily determined. The offering price was determined by the price shares were sold to our shareholders in our last private placement which was completed in February 20, 2008 pursuant to an exemption under Rule 506 of Regulation D.

The offering price of the shares of our common stock has been determined arbitrarily by us and does not necessarily bear any relationship to our book value, assets, past operating results, financial condition or any other established criteria of value. The facts considered in determining the offering price were our financial condition and prospects, our limited operating history and the general condition of the securities market. Although our common stock is not listed on a public exchange, we will be filing to obtain a listing on the Over The Counter Bulletin Board (OTCBB) concurrently with or shortly after the filing of this prospectus. In order to be quoted on the Bulletin Board, a market maker must file an application on our behalf in order to make a market for our common stock. There can be no assurance that a market maker will agree to file the necessary documents with the National Association of Securities Dealers, which operates the OTC Electronic Bulletin Board, nor can there be any assurance that such an application for quotation will be approved.

In addition, there is no assurance that our common stock will trade at market prices in excess of the initial public offering price as prices for the common stock in any public market which may develop will be determined in the marketplace and may be influenced by many factors, including the depth and liquidity.

DILUTION

The common stock to be sold by the selling shareholders is common stock that is currently issued or will be issued to our shareholders upon conversion or exercise of certain Convertible Securities. Accordingly, there will be no dilution to our existing shareholders.

12

SELECTED CONSOLIDATED FINANCIAL DATA

The following selected consolidated statement of operations data contains consolidated statement of operations data and consolidated balance sheet for the fiscal years period ended December 31, 2007 and December 31, 2006. The consolidated statement of operations data and balance sheet data were derived from the audited consolidated financial statements. Such financial data should be read in conjunction with the consolidated financial statements and the notes to the consolidated financial statements starting on page F-1 and with “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

	As of December 31, 2007			As of December 31, 2006
Balance Sheet Data:
Assets	$	48,161		$	141,614
Liabilities	$	740,758		$	468,217
Total Stockholders’ Deficiency		($692,597	)	$	(326,603	)
Statement of Operations Data:
Revenue	$	2,565		$	—
Operating Expenses	$	474,832		$	511,959
Net Loss		($472,270	)		($511,959	)
Basic and Diluted Loss Per Share	$	(0.03	)		n/a
Weighted Average Number of Shares Outstanding		18,197,352			n/a

13

MANAGEMENT’S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our consolidated financial statements and related notes that appear elsewhere in this prospectus. In addition to historical consolidated financial information, the following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward-looking statements. Factors that could cause or contribute to these differences include those discussed below and elsewhere in this prospectus, particularly in “Risk Factors.”

Overview

We are a developer of neurological medical devices and are in the process of introducing our first series of products to the marketplace.

We are in the process of conducting research, development, prototyping, and production mold development work for our first product series, the VBAS. Accessories are still to be designed. We are planning to launch the VBAS product in the second quarter of 2008. The second product in our pipeline is the VCAS, which is scheduled for launch during late 2009.

We have received FDA 510k approval for both our VBAS and VCAS products. Section 510(k) of the United States Food, Drug and Cosmetic Act requires medical device manufacturers to register with the FDA of their intent to market a medical device at least 90 days in advance. The 510(k) submission allows the FDA to determine whether a device is generally equivalent to similar one already on the market. With the FDA 510k approval, we are authorized to take our products to market in the U.S. without further approvals.

We have also received CE Marking for our products and are able to sell them in member countries of the EU. The European Medical Device Directive makes it mandatory to fulfill CE certification requirements in order to export medical devices, of Class I, IIa, IIb, and III to any country within the European community.

Revenue

We are currently in the development stage and have yet to recognize meaningful revenues. We expect to ultimately receive revenues through the sale of our medical devices to medical care providers and potential license fees related to the sale of our products in other areas other than neurosurgery. Primary revenues will be derived from hospitals and distributors in the US and international distributors.

Research and Development Expenses

Research and development expenses consist primarily of:

Design costs
Development expenses
Production of prototypes

General and Administrative Expenses

General and administrative expenses consist primarily of:

Office rental expense
Salaries and benefits
Travel Expenses
Professional fees — accounting, audit, consulting, industry and medical advisors
Marketing

Critical Accounting Policies and Estimates

Management does not believe that any recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying financial statements.

Revenue Recognition

We sell our products to end-user hospital facilities in the United States as well as to distributors both in the U.S. and internationally. Revenue is recognized for all sales, including sales to distributors, at the time

14

products are shipped and title has transferred, provided that a purchase order has been received or a contract executed, there are not uncertainties regarding customer acceptance, the sales price is fixed and determinable and collectability is reasonably assured. Sales discounts, returns and allowances are included in net sales, and the provision for doubtful accounts is included in selling, general and administrative expenses. Additionally, it is our practice to include revenues generated from freight billed to customers in net sales with corresponding freight expense included in cost of sales in the consolidated statement of operations.

The sales price is fixed by our acceptance of the buyer’s firm purchase order. The sales price is not contingent, or subject to additional discounts. Our standard shipment terms are “EXW Origin”. The customer is responsible for obtaining insurance for and bears the risk of loss for product in-transit. Additionally, sales to customers do not include the right to return merchandise without our prior consent through our Return Material Authorization Procedure. In those cases where returns are accepted, product must be current and restocking fees of 25% must be paid by the respective customer, unless the return was for a manufacturing defect or for investigational purposes.

Accounting for Income Taxes

We are a development stage company with accumulated deficits through December 31, 2007 of $692,597. We plan to use our net operating loss carryforwards to offset our future taxable net income until the accumulated net operating losses are exhausted.

Contractual Obligations

The following table sets forth information, as of February 26, 2008, with respect to our known contractual obligations as of such date:

(i) The outstanding Bridge Loan Debenture dated December 14, 2006 in the original principal amount of $172,500 with Fountainhead Capital Partners Limited, which may be converted into approximately 1,876,300 shares of common stock.

(ii) A Warrant issued to Fountainhead Capital Partners Limited to Purchase 50.22 Membership Units of the Company (now 805,931 shares of our common stock) dated December 15, 2006 at $.50 per share.

In consideration of Regent agreeing to invest $1,000,000 in the purchase of our Convertible Debentures, Fountainhead executed an Assignment of Rights under Warrant and Under Option Agreement to assign to Regent 50% interest in Fountainhead’s rights, title and interest in the abovementioned Option Agreement and warrant. By reason of this assignment, Fountainhead assigned to Regent the rights under the warrant acquire 50% of the underlying securities issuable on exercise of the warrant and 50% of the rights to make future investment in the Company.

(iii) The investment opportunity granted under the Option Agreement with Fountainhead Capital Partners Limited dated December 14, 2006 granting an option to invest up to $1,850,000 within 3 years from December 14, 2006 in exchange for up to 5,182,012 shares of common stock and warrants to convert to 2,870,315 shares of common stock.

In consideration of Regent agreeing to invest $1,000,000 in the purchase of our Convertible Debentures, Fountainhead executed an Assignment of Rights under Warrant and Under Option Agreement to assign to Regent 50% interest in Fountainhead’s rights, title and interest in the abovementioned Option Agreement and warrant. By reason of this assignment, Fountainhead assigned to Regent the rights under the warrant acquire 50% of the underlying securities issuable on exercise of the warrant and 50% of the rights to make future investment in the Company.

(iv) Dr. Ezriel E. Kornel entered into a consulting agreement with us on January 10, 2006. Pursuant to the consulting agreement, in consideration for acting as our consultant, Dr. Kornel received options to acquire 240,720 shares of our common stock at a price of $.25 per share. The term of the agreement is for three years.

(v) Dr. David Langer entered into an amended and restated consulting agreement with the Company on December 11, 2006. Pursuant to the agreement, Dr. Langer agreed to provide us certain consulting

15

services, which include the role of our Chief Medical Advisor, assistance in the analysis, preparation, submission, publication and presentation of scientific data in relation to our research efforts ands ales and marketing efforts. In consideration of such consulting services, Dr. Langer received options to acquire 320,960 shares of the Company’s common stock at a price of $.25 per share. The agreement will terminate April 15, 2009.

(vi) Dr. Donald O’Rourke entered into a consulting agreement with us on January 18, 2008. Pursuant to the consulting agreement, Dr. O’Rourke shall provide consulting or advisory services on an as needed basis, to guide us in making important strategic decisions and to evaluate our strategic plans and decisions, research and/or development activities and results, competitive positions and/or other scientific and/or technical issues. In consideration for providing such services, Dr. O’Rourke was granted an option to purchase 50,000 shares of the Company’s common stock at $.50 per share.

(vii) GC Advisors LLC is the holder of two warrants to purchase 192,576 shares of our common stock each for a purchase price of $.135 per share. One warrant expires on January 9, 2009 and the other on January 9, 2010.

(viii) George Kivotidis is a holder of a warrant to purchase up to 4,000 shares of our common stock at $.50 per share. The warrant is valid from November 6, 2007 for a period of three years.

(ix) Martin Magida is a holder of a warrant to purchase up to 160,480 shares of our common stock at $.24 per share. The warrant is valid from September 1, 2007 for a period of five years.

(x) Robert Guinta is a holder of a warrant to purchase up to 160,480 shares of our common stock at $.24 per share. The warrant is valid from September 1, 2007 for a period of five years.

(xi) Each of Kenneth Coviello and Heather Jensen entered into a stock option agreement with us dated February 15, 2008. Pursuant to the said stock option agreements, each of Kenneth Coviello and Heather Jensen was granted an option to purchase 500,000 shares of common stock of the Company at an exercise price of $.135 per share. The option shall vest 33 1/3% on each of the first, second and third anniversary of the grant and shall expire February 12, 2018.

(xii) On April,13, 2007 and May 31, 2007, we entered into 6 month promissory notes with Optimus Services, each having a principal amount of $50,000

(xiii) On January 9, 2007, we entered into a promissory note with GC Advisors, which had a principal amount of $17,000, and matures on January 9, 2009.

Changes in Connection with Becoming a Public Company

As a public company, we expect that we will incur significant additional operating expenses such as increased audit fees, Sarbanes-Oxley compliance preparation fees, professional fees, directors’ and officers’ insurance costs, compensation for our board of directors, and expenses related to hiring additional personnel and expanding our administrative functions. Many of these expenses were not incurred or were incurred at a lower level by us as a private company and are not included in our prior results of operations. We began to incur certain of these expenses during fiscal 2007, and we expect that these expenses will continue to increase.

Lease Obligation

We lease office space on a short term basis at a rate of $1,750 per month which can be renewed on a minimum of 4-month term. Our present lease expires March 31, 2008. It is expected that we will renew the present space until August 2008 and take out additional office space, which will add an approximate $15,000 a month to our lease expenses.

16

The following is a schedule of future minimum rental payments, included annual increases, required under the operating lease agreements:

Year Ending December 31,	Amount
2008	$	20,000
2009		—
2010		—
2011		—
2012		—
Thereafter		—
	$	20,000

Rent expense charged to operations under these operating lease aggregated $13,900 and $2,872 for the years ended December 31, 2007, and 2006, respectively. Rent expense charged to operations for the period from June 17, 2005 (Date of Inception) to December 31, 2007 was $16,772.

Patent Applications

We have filed the following patent applications:

Filing Date	Application No.	Country	Title	Status
June 22, 2005	60/692,959	US — provisional	Surgical Access Instruments for Use with Spinal or Orthopedic Surgery (Cervical)	Converted to PCT
June 22, 2006	PCT/US06/24243	PCT	Surgical Access Instruments for Use with Spinal or Orthopedic Surgery (Cervical)	Entered National Phase
June 22, 2005	11/155,175	US — utility	Surgical Access Instruments for Use with Delicate Tissues (Brain)	Pending
November 27, 2006	PCT/US06/61246	PCT	Surgical Access Instruments for Use with Delicate Tissues (Brain)	Pending — National Phase Entry on May 27, 2009
June 22, 2006		Canada	Surgical Access Instruments for Use with Spinal or Orthopedic Surgery	Pending
June 22, 2006	06785312.7	Europe	Surgical Access Instruments for Use with Spinal or Orthopedic Surgery	Pending
June 22, 2006		India	Surgical Access Instruments for Use with Spinal or Orthopedic Surgery	Pending
June 22, 2006		Israel	Surgical Access Instruments for Use with Spinal or Orthopedic Surgery	Pending
June 22, 2006		Japan	Surgical Access Instruments for Use with Spinal or Orthopedic Surgery	Pending
December 20, 2007	11/993,280	US	Surgical Access Instruments for Use with Spinal or Orthopedic Surgery	Pending

Trademarks

VYCOR MEDICAL and VYCOR SAFESITE are both pending with the United States Patent Office. Before they are registered a Statement of Use needs to be filed.

Employment Agreements

We have entered into employment agreements with each of Heather N. Jensen, our President, and Kenneth T. Coviello, our Chief Executive Officer. Each of these agreements is dated as of January 1, 2008 and provides for an initial term of one year and renew annually unless terminated by either party. Such agreements provide for minimum salary levels as well as for equity incentives, fringe benefits, automobile allowance and incentive bonuses that are payable if specified management goals are attained.

17

Results of Operations

The following table presents the dollar amount and percentage of changes from period to period of the line-items included in our Statements of Operations for the years ended December 31, 2007 and 2006:

	Year Ended December 13,
	2007			2006			Increase/ (Decrease)			% Change
Revenue	$	2,565			—		$	2,565			—
Operating Expenses:
Research and development	$	5,885		$	158,823			($152,938	)		(96.29	)
General and administrative	$	454,071		$	353,136		$	100,935			28.58
Total Expenses	$	459,956		$	511,959			($52,003	)		10.16
Operating loss		($457,391	)		($511,959	)		($54,568	)		10.66
Other income (expense)		($14,879	)		—			($14,879	)		—
Net loss		($472,270	)		($511,959	)	$	36,689			6.73

Comparison of the Year Ended December 31, 2007 to the Year Ended December 31, 2006

Revenue:

We recorded nominal revenues from the sale of its products in the year ended December 31, 2007 of $2,565. These are the first revenues recorded by us since our inception. To date, we have not had sufficient inventory to commence a meaningful product launch.

Research and Development Expenses:

Research and development expenses decreased by 96.29%, or $152,938 from $158,823 for the fiscal year ended December 31, 2006 to $5,885 for the fiscal year ended December 31, 2007. During 2007 the decrease was primarily attributed to lower engineering costs and less emphasis on product design.

General and Administrative Expenses:

General and administrative expenses increased by 28.58%, or $100,935 from $353,136 for the fiscal year ended December 31, 2006 to $454,071 for the fiscal year ended December 31, 2007. The increase was attributable to increased costs relating to raising additional capital, increase in salaries, rent and auto expenses.

Other Income (Expense):

We recorded interest income of $900 in the year ended December 31, 2007. No interest income had been recorded in prior periods.

The following table sets forth our results of operations for the fiscal years ended December 31, 2007 and 2006 and for the period from the date of inception (June 17, 2005) through December 31, 2005:

	Year Ended December 31,
	2007			2006(2)			2005(1)(2)
Revenues:
Sales	$	2,565			—			—
Operating expenses:
Research and development	$	5,885		$	158,823		$	103,122
General and administrative	$	454,071		$	353,136		$	84,831
Total Operating Expenses	$	459,956		$	511,959		$	187,953
Operating loss		($457,391	)		($511,959	)		($187,953	)
Other income (expense)
Interest expense (net)		($14,879	)		—			—
Net loss		($472,270	)		($511,959	)		(187,953	)
Loss per common share – basic and diluted		($0.03	)		n/a			n/a
Weighted average shares outstanding		18,197,352			n/a			n/a

(1) period from the date of inception (June 17, 2005) through December 31, 2005

(2) In 2006 and 2005 the Company operated as a limited liability company

18

Liquidity and Capital Resources

Liquidity

On December 14, 2006, we entered into Bridge Loan Facility (the “Bridge Loan Facility”) with Fountainhead. Pursuant to the terms of the Bridge Loan Facility, Fountainhead invested in the purchase of $172,500 of Convertible Debentures. The Convertible Debentures bear interest at the “Applicable Federal Rate” as defined in section 1274(d) of the Internal Revenue Code and are convertible into a number of shares of the Company’s common stock equal to ten percent (10%) of our issued and outstanding shares of common stock based upon a post-money valuation of $1,500,000. The Conversion Price is subject to adjustment based upon certain events which would result in a dilution of the holder’s interest. The maturity date of the convertible debentures has been extended to December 31, 2008. In connection with the issuance of the Convertible Debentures, we issued a Warrant to Fountainhead to purchase 1,876,300 shares at $.50 per share and entered into an Option Agreement whereby Fountainhead was given the option to purchase an additional 5,652,952 shares at approximately $.33 per shares together with Warrants to purchase an additional 1,320,000 shares at approximately $.44 per share. In consideration of Regent agreeing to invest $1,000,000 in the purchase of our Convertible Debentures, Fountainhead executed an Assignment of Rights under Warrant and Under Option Agreement to assign to Regent 50% interest in Fountainhead’s rights, title and interest in the abovementioned Option Agreement and warrant. By reason of this assignment, Fountainhead assigned to Regent the rights under the warrant acquire 50% of the underlying securities issuable on exercise of the warrant and 50% of the rights to make future investment in the Company.

On August 28, 2007, we entered into a Subscription and Investment Agreement with David Salomon (“Salomon”). Under the terms of the Subscription and Investment Agreement, in exchange for a loan of $150,000 from Salomon, we issued a Convertible Promissory Note for $150,000, being the principal amount of the loan, and 150,000 shares of our common stock in lieu of interest on the Convertible Promissory Note. The Convertible Promissory Note was due and payable twelve (12) months from the date of the note. On February 15, 2008, Salomon agreed to convert the Convertible Promissory Note to shares of the Company’s common stock at a conversion rate of $.135 per share. In order to further induce Salomon into such conversion, we also issued Salomon an additional 100,000 shares of our common stock at the time of the conversion.

On April 13, 2007 and May 31, 2007, we entered into 6 month promissory notes with Optimus Services, each having a principal amount of $50,000, On January 9, 2007, we entered into a promissory note with GC Advisors which has a principal amount of $17,000 and matures on January 9, 2009.

On February 15, 2008, we entered into a transaction with Regent, whereby Regent agreed to invest $1,000,000 in the purchase of our Convertible Debentures — such investment to be made in two tranches of $500,000 each. In connection with the investment by Regent, Fountainhead agreed to make additional investments totaling $300,000 in two tranches of $150,000 each concurrent with the Regent investments. These Convertible Debentures have a term of one year and are convertible into shares of our common stock at a price of approximately $.123 per share. If fully converted, the Convertible Debentures would result in the issuance of 5,652,954 shares to Regent and 3,017,409 shares to Fountainhead. At the same time, approximately 20 smaller investors agreed to invest an additional approximately $140,000 in the purchase of shares of the Company’s common stock at approximately $.19 per share. The Bridge Loan Facility and the Regent and subsequent Fountainhead Convertible Debentures are all secured by a first security interest in all of the assets of the Company.

In connection with the investments by Regent, Fountainhead and Concordia and consultancy services provided, we agreed to issue a total of 523,747 shares of our common stock to The Concordia Group and 523,747 shares of our common stock to Sichenzia, Ross Friedman and Ference, LLP. Pursuant to the engagement letter with the The Concordia Group dated January 18, 2008, in the event The Concordia Group provides further consultancy services in relation to further investments, we shall be issuing to The Concordia Group an additional 523,747 shares of our common stock.

On March 10, 2008, we sold 263,158 shares of common stock to George Kivotidis at $0.19 per share or a total aggregate purchase price of $50,000.

19

We believe that our existing cash, cash equivalents and available borrowings will be sufficient to meet our anticipated cash needs for working capital and capital expenditures for approximately 5 months. We cannot assure you that this will be the case or that our assumptions regarding sales and expenses underlying this belief will be accurate. We will need to seek additional funding through public or private financings or other arrangements during this period and thereafter. Adequate funds may not be available when needed or may not be available on terms favorable to us. If additional funds are raised by issuing equity securities, dilution to existing stockholders may result. If we raise additional funds by obtaining loans from third parties, the terms of those financing arrangements may include negative covenants or other restrictions on our business that could impair our operational flexibility, and would also require us to fund additional interest expense. If funding is insufficient at any time in the future, we may be unable to develop or enhance our products, take advantage of business opportunities or respond to competitive pressures, any of which could have a material adverse effect on our business, financial condition and results of operations.

Going Concern

Our independent auditors have added an explanatory paragraph to their audit issued in connection with the financial statements for the period ended December 31, 2007, relative to our ability to continue as a going concern. This means that there is substantial doubt that we can continue as an ongoing business for the next 12 months. The financial statements do not include any adjustments that might result from the uncertainty about our ability to continue our business. The Company has suffered net losses and as of December 31, 2007, its total liabilities exceeded its total assets by $692,597. We had an accumulated deficit of $692,597 incurred through such date and recorded a loss of $472,270 for the fiscal year ended December 31, 2007. Because our auditors have issued a going concern opinion, there is substantial uncertainty we will continue operations in which case you could lose your investment.

Off-Balance Sheet Arrangements

As of the end of fiscal 2007, we had no off-balance sheet arrangements, other than operating leases reported above under “Contractual Obligations” and “Lease Obligation”.

Quantitative and Qualitative Disclosures About Market Risk

We are exposed to interest rate risks primarily through cash which we have on deposit from time to time. We currently do not hedge against interest rate risk.

20

BUSINESS

Business Overview

We are a developer of neurological medical devices and are in the process of introducing our first series of products to the marketplace.

We are in the process of conducting research, development, prototyping, and engineering work and produced three sizes for our first product series, the VBAS. We are planning to launch the VBAS product in the third quarter of 2008. The second product in our pipeline is the VCAS, which is scheduled for launch during the third quarter of 2009.

We have received FDA 510k approval for both our VBAS and VCAS products. Section 510(k) of the United States Food, Drug and Cosmetic Act requires medical device manufacturers to register with the FDA of their intent to market a medical device at least 90 days in advance. The 510(k) submission allows the FDA to determine whether a device is generally equivalent to similar one already on the market. With the FDA 510k approval, we are authorized to take our products to market in the U.S. without further approvals.

We have also received CE Marking for our products in September 2006 and are able to sell them in member countries of the EU. The European Medical Device Directive makes it mandatory to fulfill CE certification requirements in order to export medical devices, of Class I, IIa, IIb, and III to any country within the European community.

We believe that our VBAS and VCAS products will replace standard retraction devices to establish a new standard of care in neurosurgery, leading to a broad and rapid adoption of its products.

Corporate History

We were formed as a limited liability company under the laws of the State of New York on June 17, 2005 as “Vycor Medical LLC.”. On August 14, 2007, we converted into a Delaware corporation and changed our name to “Vycor Medical, Inc.”

Our Medical and Strategic Advisors

In order to assist us with the development of our plans, strategy and products, we have solicited the assistance of a few of our nation’s leading neurological surgeons as our medical advisors, namely:

• Dr. Ezriel E. Kornel.  Dr. Kornel is President of the New York State Neurosurgical Society and a New York State Neurosurgical Society delegate to the Congress of State Neurosurgical Societies. Dr. Kornel serves on the Board of Directors of Medical Liability Mutual Insurance Company (MLMIC). He is Director of the Institute for Neuroscience at Northern Westchester Hospital, Mount Kisco, NY and a partner in the group practice, Neurosurgeons of New York in White Plains, NY.

• Dr. David Langer.  Dr. Langer is the Director for Cerebrovascular Neurosurgery at St. Luke’s Roosevelt Hospital and is also the Assistant Professor of Neurological Surgery, Albert Einstein College of Medicine. Dr. David Langer is a graduate of the University of Pennsylvania and its medical school. He remained at Penn for his neurosurgical training, which he practiced under the direction of Eugene Flamm until 1998. Upon the completion of his residency he joined Dr. Flamm as his first neurovascular fellow at Beth Israel Medical Center and the Institute for Neurology and Neurosurgery (INN). Dr. Langer’s clinical interests include neurovascular surgery including arteriovenous malformations, aneurysms and carotid artery disease as well as complex spinal disorders and brain tumors. Dr. Langer is the author of many papers and chapters in and has lectured nationally and internationally on a number of topics in neurosurgery.

• Dr. Donald O’Rourke.  Dr. O’Rourke is a renowned expert in the clinical management of patients with primary and metastatic brain tumors. He is currently an associate professor at the Hospital of the University of Pennsylvania and was the former chief of neurosurgery of the Penn-affiliated Philadelphia Veterans Hospital. In addition, Dr. O'Rourke is Principal Investigator of an independent

21

research laboratory that is funded by The National Institutes of Health and is dedicated to the development of genetic and biological treatments for brain tumors that would complement surgical resection. Dr. O'Rourke received his undergraduate degree from Harvard University and his medical degree and neurosurgical training at the University of Pennsylvania School of Medicine.

• Dr. Piero Andrea Oppido.  Dr. Oppido is one of the leading surgeons at the National Cancer Institute “Regina Elena” in Rome, Italy. Dr. Oppido’s specialty is neuroendoscopy. Dr. Oppido belongs to the Congress of Neurological Surgeons (CNS), the European Association for NeuroOncology (EANO). Dr. Oppido has presented at numerous congresses throughout Europe and the United States.

We have also appointed Mr. Steven Girgenti and Mr. Martin D. Magida as our strategic business advisors.

Mr. Girgenti is the Chairman and CEO of Ogilvy Healthworld, a one of the largest multinational healthcare communications companiesthat operates in 53 countries with over 1000 personnel on staff. Mr. Girgenti graduated from Columbia University in 1968 with a BS and received an MBA in 1973. He has worked in the pharmaceutical industry since 1968 for companies such as Bristol-Myers Squibb, Carter Wallace and DuPont, as well as advertising agencies that specialize in healthcare. During his career, Steve has held positions in marketing research, product management, new product planning and commercial development. Mr. Girgenti founded Healthworld in 1986 and now serves as Ogilvy Healthworld Chairman and Chief Executive Officer. He was also honored as the Entrepreneur of the Year by Ernst & Young and NASDAQ in 1999 and as the industry's Man of the Year in 2000.

Mr. Magida is the Managing Director of Tenwith Group, LLC. He joined Trenwith in July 2006 from Sandhurst Capital, a merchant bank he founded in 2003. Prior to founding Sandhurst, he served as a Director in the Technology, Media and Telecommunications Investment Banking Group at Investec, Inc. after having been an Executive Director at UBS Warburg LLC and was responsible for that firm's Enterprise Hardware practice and East Coast semiconductor effort. Mr. Magida joined UBS Warburg in 2000 from Paine Webber's Investment Banking Division, where he was a Director in the Technology Group. From 1996 until January 1999, he was a Vice President at C.E. Unterberg, Towbin, an investment banking boutique specializing in technology and business services. Previously, he was a Vice President of Investment Banking at Josephthal & Company and a Senior Corporate Finance Analyst at BDO Seidman. He began his career in the securities industry at Drexel Burnham Lambert in 1983 and has served on the board of Misonix, Inc., a publicly traded medical device company. Mr. Magida was a co-founder of the Sandhurst Collateralized Return Fund, renamed Whitecap Advisors, general partner to a hedge fund specializing in collateralized debt instruments. Mr. Magida holds a BA in Political Science from Union College and an MBA from New York University.

Dr. Kornel entered into a consulting agreement with us on January 10, 2006. Pursuant to the consulting agreement, Dr. Kornel would, in consideration for acting as our consultant, be entitled to (i) receive clinical samples of our VBAS and VCAS products with a valued list price of $44,000 each, (ii) receive the first production piece at no charge of every new product he assists in development from feasibility to production release, (iii) have the option to have an idea processed through our “New Invention” procedure with no research and development expenses, (iv) have the potential to earn a 20% royalty for each part of a new product developed exclusively by him and launched for sale in the worldwide market upon meeting certain mutually agreed sales objectives and (v) be considered to provide to us special consulting or advisement services for certain projects for a mutually agreed upon fee. The term of the agreement is for three years. In further consideration for acting as our consultant, Dr. Kornel received options to acquire 240,720 shares of our common stock at a price of $.25 per share. The term of the agreement is for three years.

Dr. Langer entered into an amended and restated consulting agreement with us on December 11, 2006. Pursuant to the agreement, Dr. Langer agreed to provide us certain consulting services, which include the role of our Chief Medical Advisor, assistance in the analysis, preparation, submission, publication and presentation of scientific data in relation to our research efforts ands ales and marketing efforts. In consideration of such consulting services, Dr. Langer will (i) receive a compensation fee of $2,000 per month once we are fully-funded, (ii) options to acquire 320,960 shares of our common stock at a price of $.25 per share and further options in each calendar year to be determined by us, (iii) receive clinical samples of our VBAS and VCAS

22

products with a valued list price of $44,000 each, (iv) receive the first production piece at no charge of every new product he assists in development from feasibility to production release, (v) have the option to have an idea processed through our “New Invention” procedure with no research and development expenses, (vi) have the potential to earn a 20% royalty for each part of a new product developed exclusively by him and launched for sale in the worldwide market upon meeting certain mutually agreed sales objectives and (vii) be considered to provide to us special consulting or advisement services for certain projects for a mutually agreed upon fee. The agreement will terminate April 15, 2009.

Dr. O’Rourke entered into a consulting agreement with us on January 18, 2008. Pursuant to the consulting agreement, Dr. O’Rourke shall provide consulting or advisory services on an as needed basis, to guide us in making important strategic decisions and to evaluate our strategic plans and decisions, research and/or development activities and results, competitive positions and/or other scientific and/or technical issues. In consideration for providing such services, Dr. O’Rourke was granted an option to purchase 50,000 shares of our common stock at $.50 per share.

Our Products

Our initial product applications for the retractor technology will be in neurological surgeries involving brain and spinal access.

We believe the main benefits of our VBAS and VCAS technology over current comparable products in the market include:

• improved surgical outcomes (reducing potential surgeon and hospital liability), for example, decreased insertion tissue trauma, less need for readjustment during surgery and minimum interface surface pressures;

• increased surgical site access;

• superior field of vision and lighting;

• more adaptable to minimally invasive surgery;

• disposable product eliminates hospital based sterilization risks.

The VBAS and VCAS were invented by Dr. John Mangiardi. Dr. Mangiardi assigned the rights to the VBAS and VCAS to Sawmill Trust on September 17, 2005 pursuant to an assignment agreement on the same date. Sawmill Trust then, in turn, assigned the same rights to us on September 17, 2005 pursuant to another assignment agreement dated the same date.

23

Brain Access System Products

The VBAS series of disposable products are used by the neurological surgeon to access the surgical site. This is done by inserting the VBAS through the brain tissue and then removing the VBAS introducer, leaving the remaining hollow working channel in place to provide the surgeon with access to the precise location desired for surgery.

The VBAS is available in multiple sizes and is a single-use product.

We believe that the VBAS offers the following advantages in addition to the advantages over current retractor and access technology mentioned above:

• minimizes brain disruption during surgery by utilizing a tapered forward edge;

• minimizes venous pressure in the brain;

• reduces “target shift” yielding;

• minimizes off site healthy tissue damage;

• superior neuronavigational image guidance systems (“IGS”) performance;

• integrates with the leading surgical IGS systems such as Medtronics® and BrainLab®;

• allows for easier positioning during surgery;

• potentially reduces damage to healthy brain tissue leading to shorter post-op recovery and reduced hospital stay;

• allows direct surgical visualization of brain tissue via optically transparent construction; and

• saves significant costs to hospital compared to traditional non-disposable retractors

The VBAS products have the potential to significantly reduce brain tissue trauma resulting from the currently used retractors and standard access procedures. First, the unique design of the product minimizes the size of the brain entry access necessary for surgical procedures, and in turn the amount of brain tissue exposed. For instance, a typical brain procedure involving the removal of a 7cm cystic astrocyctoma would result in an access site (corticotomy) of approximately 20mm. However, the same procedure that was performed utilizing the Company’s VBAS product required a corticotomy of only 2mm.

Furthermore, simple retractors currently in use require the surgical team to maintain the retracted surface typically by packing gauze around the access edges increasing movement and pressures over a greater portion of the brain and extending overall elapsed surgery times. The VBAS product eliminates this process, while providing better visibility for the surgeon and lower pressures on the retracted brain tissue.

24

IGS Opportunity for VBAS

The VBAS product has the potential to significantly improve surgical acceptance and use of IGS (Image Guidance Systems) used in many surgeries, by addressing the two substantial IGS-related problems of target shifting and the lack of real-time retractor positioning data during procedures:

• Target Shifting

The normal surgical procedure utilizing standard retractors in brain surgery require pulling away the healthy tissue to expose the targeted region of the brain located underneath. However, in many cases, the amount of pulling required causes the targeted area to shift away from what is shown on the IGS system. This target shifting then requires the surgeon to cause additional trauma to healthy tissue and spend additional time as shifted target area is located and the retractor is repositioned. The VBAS system is designed to minimize or eliminate target shift, as the elliptical shape of the product distributes relatively uniform pressure on the surrounding brain tissue.

• Real-Time Retractor Positioning Data

Current retractor technology is not well integrated with IGS systems. During insertion, the surgeon typically does not have real-time data to allow visualization of retractor insertion on the IGS monitor. The VBAS product line has been designed to adapt entirely to IGS systems, such that the use of a VBAS unit will allow the surgeon to see on the surgical monitor, in real-time, exactly where the retractor is in relation to critical brain structures and underlying pathologies. With the IGS enabled unit, the tip of the introducer is literally the “pointer” on the IGS system.

We plan on offering a version of all VBAS models that are IGS-enabled.

We believe that by helping make the IGS a more effective surgical system, the IGS manufacturers will have a powerful economic motivation to support the success of the VBAS product. Several major IGS manufacturers have expressed a high degree of interest in integrating the VBAS products into their IGS systems to potentially improve target accuracy.

VBAS Product Models

The VBAS products consists of two models initially, namely, TC-VBAS and EC-VBAS and any additional models in the future, each designed to allow the surgeon the choice for specific brain surgeries. Each of these models will be manufactured in various lengths to accommodate different depths for surgical access.

• TC-VBAS

The TC-VBAS is intended to be used for transcortical brain surgeries. The series consist of eight disposable products, offered in two different port diameters of 17mm and 21mm and a choice of four lengths for each of 3, 5, 7 and 9cm.

• EC-VBAS

The EC-VBAS is intended to be used for extracerebral brain surgeries. The series consist of four disposable products offered in a single port diameter and choice of four lengths: 3, 5, 7 and 9cm.

25

Cervical Access Products

The VCAS of products are used by the neurological surgeon to access the anterior cervical surgical site (the uppermost vertebrae located in the neck). This type of surgery is near very critical and delicate structures such as the larynx, esophagus and carotid artery. The shape of the VCAS with the introducer lets the surgeon carefully place the device and the unique anchor screws then safely hold the access channel in place during the procedure. The clear body of the retractor allows the surgeon to see the entire field both during the insertion process as well as throughout the surgical procedure.

In addition to the advantages over current retractor technology, we believe the VCAS:

• reduces the possibility of surrounding anatomic tissue damage, which include the trachea, esophagus, carotid artery, recurrent laryngeal and sympathetic nerve;

• minimizes skin disruption with the utilization of tapered outward edges;

• eliminate retractor induced electrocautery burn injuries because it is made with surgical grade plastic materials;

• enables stable fixation (directly to the spinal column) in order to avoid accidental displacement and surrounding “tissue creep”; and

• allows for direct visualization of underlying anatomic structures using optically clear plastic.

VCAS Product Models

The VCAS series consists of disposable products, each with a 20mm port opening, and a choice of two lengths for each of 3 and 5cm. The widths are able to accommodate from one to three levels of the cervical spine, from 26mm to 54mm. We are also evaluating a telescoping design that would reduce the number of sizes necessary and a version that incorporates a distractor.

New Products

Brain Retractors

Future plans include developing our second generation VBAS retractors. The research and development work will be conducted both in-house and with our contract manufacture, Lacey Manufacturing Company. We anticipate research and developing work starting in 2009 and estimate an initial research and development budget of $1,500,000 for 2009.

The new products will feature certain adjustable segments and will supplement, not replace, the existing product line. Other brain retractor development efforts include non-disposable versions as well as a custom order capability to accommodate special size or shape requests by surgeons.

Our plans are to eventually include retractor lines that are designed for the requirements of specific surgical applications like aneurisms, tumors and endoscopic work.

26

Cervical Spinal Retractors

We are evaluating a series of products that will be sized for specific manufacturers’ plates and sold to them on an Original Equipment Manufacturing (“OEM”) or co-branded basis. The product will also incorporate an expandable diameter to allow for use in a greater variety of surgical cases.

Additional Applications of VBAS and VCAS Technology

We believe that our VBAS and VCAS technology can be easily adapted to advance retractor systems for use in other areas of the body. The key cross-applicable benefits of our technology are:

• Promotes minimally invasive procedures from smallest possible entry incision

• Uniform pressure distribution minimizes collateral tissue damage due to stress points

• Eliminates “tissue creep” into the surgical field

• Reduces the number of hand/instruments in the surgical field

The first two applications beyond neurosurgery that we intend to pursue are breast surgery and abdominal surgery retractors. We believe that key characteristics of the technology, visibility and minimal insertion trauma are significant advantages to the current applications in these surgical practices. The potential of these applications are compelling considering breast procedures alone, amounted to over 330,000 surgeries in 2004 (source: National Clearinghouse of Plastic Surgery Statistics through the American Society for Plastic Surgeons website, www.plasticsurgery.org).

Sales and Marketing

Education

We plan to implement a two-prong grass-roots educational and marketing strategy throughout the neurosurgeon community to accelerate product penetration and brand awareness.

The first is an individual outreach program targeting “thought leaders” surgeons by visiting with them at their practices and during conferences and trade shows.

The second involves targeted neurological “reference hospitals”.

Distribution Partners

Domestic Sales

For distribution in the United States, we are currently pursuing two possible parallel distribution models:

• the direct sales model (utilizing a combination of an in-house sales force in conjunction with independent sales agents/distributors on a non-exclusive basis); and

• the use of a large exclusive distribution partner.

We are considering several large device manufactures for United States pending the negotiation of the terms of distribution. In addition, we are currently conducting talks and evaluations with several distribution companies, ranging from large multi-divisional entities to smaller more focused entities.

We believe that the direct sales model in the United States would ultimately be more profitable allowing for higher margins for each device sold. We would also have direct access to a sales force that is already calling on the neurosurgical markets. However, it would require a somewhat greater amount of capital during the initial stages to help finance receivables, inventory levels, and collections. We have entered into several serious discussions with leading independent companies that would serve as the distributor and marking sales arm for the VBAS devices.

International Sales

We believe that our international sales will be optimized by using various distribution partners due to logistics and local variables. We have contacts abroad that represent some of the leading medical device distributors in the neurosurgical arenas. We intend to work out a mutually beneficial distribution agreement

27

that covers the main points for distribution that include but are not limited to sales and marketing in respective territories, regulatory compliance, shipping, and guaranteed annual minimums. Our primary target markets are Europe and Canada for fiscal year 2008. During fiscal 2008, we intend to commence the regulatory approval process in the Japanese and Chinese markets as it is a lengthy process.

Reference Hospitals Program

As we continue to generate grass-root support among key neurosurgeon thought leaders, we will concurrently implement our Reference Hospital program.

We plan to initially work with three major national neurological surgical centers where management and consulting physicians will provide free samples initially and training sessions to help the surgeons learn about our products and become comfortable using them. These centers will provide surgeons with the opportunity to use our products in actual surgery and to observe others doing so.

The three neurological centers and their respective neurosurgeons are:

• University of Pennsylvania School of Medicine — Dr. Donald O’Rourke, Associate Professor at the Hospital of the University of Pennsylvania

• St. Luke’s Roosevelt Hospital — Dr. David Langer, Director of Cerebrovascular Neurosurgery

• Northern Westchester Hospital — Dr. Ezriel Kornel, Director of the Institute for Neuroscience

Drs. Langer and Kornel are each head of neurosurgery at their respective institutions and have agreed to serve as our scientific consultants and sit on our Medical Advisory Board.

On September 15, 2006, we and St. Luke’s Roosevelt Hospital issued a joint press release announcing that St. Luke’s would serve as the our “teaching institute” Reference Hospital for our products. The initial surgeries using the VBAS products are currently in the process of being scheduled.

Each of our initial reference hospitals has dozens of affiliated neurosurgeons who perform thousands procedures each year. For example, we understand that surgeons affiliated with St. Luke’s Roosevelt Hospital perform approximately 1,500 operations each year in the hospital’s four dedicated neuro-operatories. In effect, the references hospitals, and later the IGS reference hospitals as described below, should provide a significant pool of surgeons from which we can further expand our reach to.

We believe that these centers will allow us to:

• build market demand with multi-institution exposure

• document independent surgical experiences that will help secure superior terms from distribution partners

• provide product exposure for practitioners in actual surgeries

• provide data that will be used to establish product superiority claims for marketing

• help finance our growth through enhanced sales

Image-Guided Surgery (IGS) Reference Hospitals

Following the establishment of the initial Reference Hospitals, we will expand the Reference Hospital Program to include additional hospitals with a focus on the integration between our VBAS products and IGS systems.

In addition to the objectives of the initial reference hospitals, this effort will attempt to document how the VBAS can provide superior results in combination with IGS during neurosurgical procedures.

Similar to the reference hospitals described above, at each of the IGS reference hospitals, management and consulting physicians will provide samples and training sessions to help the surgeons learn about our products and become comfortable using them with a particular emphasis on IGS applications.

We plan to leverage our relationships at each of these institutions to support the growth of products in the development pipelines, as well as a nexus for the creation of additional growth initiatives.

28

Individual Outreach

We will also reach out to individual neurosurgeons both through conferences/trade events and by visiting surgeons, particularly influential leaders within various geographies, directly at their practices.

At the conferences and trade events, our plan will be to present reference hospital data to distributors and neurosurgeons, and recruit additional facilities to serve as future reference hospitals and IGS centers.

Manufacture

We are currently in the midst of discussions with the Lacey Manufacturing Company of Bridgeport, Connecticut (“Lacey”) to provide a full range of engineering, contract manufacturing and logistical support for our products.

Lacey is a recognized leader in the medical contract manufacturing sector, providing full service vertically integrated FDA, ISO 9001/2000, 13485/2003 European Medical and 14001/2004 Environmental Certified Contract Manufacturer of finished assemblies, subassemblies and precision components.

With more than 80 years of experience, Lacey provides quality, comprehensive turnkey-manufacturing services for medical devices. Lacey is a subsidiary of the German based Schaeffer Group.

Lacey has completed the design, fabrication and testing of three VBAS product models (of eight in total), and has produced a total of 150 retractors for use in our reference hospitals.

Lacey will be responsible for sourcing and procuring raw materials to manufacture our products. We believe that Lacey will not have any difficulty in sourcing for raw materials to manufacture our products because they are readily available from variety of sources in the medical devices marketplace.

There can be no assurances that we will be able to reach an agreement or that the terms will be as favorable as we anticipate. We are dependent upon their commencing manufacture of our products in accordance with our specifications and delivering them on a timely basis in order to realize our business plan. They can however no assurances that this will be the case. (See “Risk Factors — “We are dependent on a key vendor to manufacture our products”)

Market Analysis

The market for our VBAS and VCAS product lines will be the neurosurgical community.

According to the World Health Organization’s 2004 Neurology Atlas, there are approximately 33,193 practicing neurological surgeons worldwide as follows:

World Neurosurgeons

As practicing neurosurgeons become familiar with the benefits of our brain and anterior cervical products, we believe that we will gain market share as these surgeons utilize the VBAS and VCAS products in their surgeries.

29

According to the American Association of Neurological Surgeons, in 1999 there were approximately 175,428 cranial procedures performed in the United States of America.

According to the CDC, approximately 225,000 anterior cervical procedures were performed in 1999. We conservatively estimate the procedure growth rate to track the year-over-year increase in population of approximately 3%. It would however be reasonable to assume that with the ageing baby boomer population cohort, the growth rate in surgeries utilizing VCAS would grow at a much higher rate.

To be conservative, we have estimated that the addressable international market over the next five years will be from 20% to 25% larger than the corresponding U.S. market.

Competition

Brain Retractors

We believe that there are very few medical device companies focusing on brain retractor technology. Consequently, we believe that the current standard of care in brain retractors has not changed much since their fundamental design from the 1920s.

We believe that most of the more recent advancements have focused on adding technology to this type of retractor such as pressure monitoring devices and various types of plastic or silicone coating so that retraction injury might be limited. Other advancements have included variations in the metals of the retractors, some of these being relatively soft as compared to previous iterations, in an attempt to limit retraction injury.

We believe that the VBAS products represent a quantum leap over existing products, and will supplant the competition to become the new standard of care for brain retractor systems.

With VBAS, the edges found on standard retractors have been eliminated, the local surface pressure minimized due to the increased surface area of the elliptical surfaces, and the need to pull in any single direction has been removed. The plastic material is optically clear, allowing the surgeon to see the retracted brain tissue. Finally, the VBAS system is multifunctional, as it is capable of becoming the “pointer” for use with a computerized neuro-navigational “IGS” system.

The current major manufacturers of brain retractors, and accordingly, our competitors are:

• Cardinal Health (V. Mueller line)

• Aesculap

• Integra Life Science

• Codman

In addition to the standard “blade retractors” distributed by the companies listed above, Medtronic distributes the MetRx dilating retractor system for use in lower spinal surgery.

Cervical Retractors

The VCAS is designed to provide superior visibility and we believe, reduced chance for complications during surgery by eliminating the sharp edges found in traditional retractors that often move inadvertently during surgery. While there has been greater advancement in cervical retractor technology compared to brain retractors, we believe that our VCAS products offer superior performance compared to our competitors.

Our main competitors are Medtronic’s MetRx system, Asculap/B. Braun and Cloward Instruments’ Small and Large Cervical Retractor Systems.

In addition companies such as Endius and EBI have announced cervical retractor systems.

Our Competitive Edge

While advances in brain and spinal surgery have been at the leading edge of technological development over the last 20 years, access system (retractor) technology has garnered limited attention from developers. Few design changes have been developed in these areas, especially with regard to brain access technology,

30

which has changed little in over 70 years. We are not aware of any other company investing significant resources in brain retractor technology or that is developing cervical access technology ours or that will be competitive with our products.

We believe that our access technology is unique, representing the first fundamental design change in over 70 years in brain surgery, and over 30 years in anterior spinal surgery. We also believe that our products offer a superior alternative to currently available products.

Our goal and belief are that our products and technology will establish a new standard of care, which will allow us to capture significant market share, maintain sizable gross margins and establish a significant and defensible market position.

Major Customers

We are pursuing a parallel path for distribution opportunities of our products. We have been looking into a direct sales model, a direct U.S. with an independent distribution model on an international basis, and a global distribution model.

Presently, we are leaning towards a direct sales model which will use approximately 15 independent companies in the U.S. that are each specialized in neurosurgery and that would handle the direct distribution of our VBAS through their own sales representatives. We anticipate that our customers will be the customers of these sales representatives.

Intellectual Property

Patent Applications

Below is a table setting out the status and particulars of our patent applications:

Filing Date	Application No.	Country	Title	Status
June 22, 2005	60/692,959	US — provisional	Surgical Access Instruments for Use with Spinal or Orthopedic Surgery (Cervical)	Converted to PCT
June 22, 2006	PCT/US06/24243	PCT	Surgical Access Instruments for Use with Spinal or Orthopedic Surgery (Cervical)	Entered National Phase
June 22, 2005	11/155,175	US — utility	Surgical Access Instruments for Use with Delicate Tissues (Brain)	Pending
November 27, 2006	PCT/US06/61246	PCT	Surgical Access Instruments for Use with Delicate Tissues (Brain)	Pending — National Phase Entry on May 27, 2009
June 22, 2006		Canada	Surgical Access Instruments for Use with Spinal or Orthopedic Surgery	Pending
June 22, 2006	06785312.7	Europe	Surgical Access Instruments for Use with Spinal or Orthopedic Surgery	Pending
June 22, 2006		India	Surgical Access Instruments for Use with Spinal or Orthopedic Surgery	Pending
June 22, 2006		Israel	Surgical Access Instruments for Use with Spinal or Orthopedic Surgery	Pending
June 22, 2006		Japan	Surgical Access Instruments for Use with Spinal or Orthopedic Surgery	Pending
December 20, 2007	11/993,280	US	Surgical Access Instruments for Use with Spinal or Orthopedic Surgery	Pending

Trademarks

VYCOR MEDICAL and VYCOR SAFESITE are both pending in the United States Patent and Trademark Office. Before they are registered, a Statement of Use needs to be filed.

Insurance

We presently have only Directors’ and Officers’ Liability Insurance. We plan to purchase product liability insurance when we start selling our products.

Government Regulations

We are committed to an integrated total quality management system. We have completed the necessary procedures and are certified to the ISO standards expected of medical device manufacturers as follows:

31

ISO 13485:2003 Medial Devices — Quality Management Systems

The certification of a quality management system to ISO 13485, specifically for medical devices, is advantageous and often essential for medical companies to export their products to the global market, as well as maintain and enter into certain agreements and business growth opportunities within the U.S. For example, Canada requires that medical device manufacturers marketing their products in Canada must have a quality system certified to ISO 13485:2003. The certification is also required for placement of branded devices into the European Union.

We have successfully passed our annual surveillance audit by Intertek and now possess the following ISO certifications, which allow for regulatory entry of our products into the US, Canada, the European Union and other international markets:

• MDD ANNEX V/ISO CMDCAS 13485:2003, CERTIFICATION AUDIT, MDD CERTIFICATION AUDIT.

• MDD ANNEX V/ ISO 13485:2003 CERTIFICATION

• CMDCAS CERTIFICATION for Canada

• EN ISO 13485:2003 for the European Union

Intertek is the leading international provider of quality and safety services to a wide range of global and local industries.

Employees

We current have two full-time employees, namely Mr. Kenneth Coviello, our Chief Executive Officer and Ms. Heather Jensen, our President.

PROPERTIES

We are located at 80 Orville Dr., Suite 100, Bohemia, NY 11716. We occupy approximately 400 square ft. in a well maintained 2 story office building. The space is leased on a short term arrangement for a 4 month period, which expires March 31, 2008. We can arrange for a longer term lease if desired. The office management company, Regus HQ Global Workplace, provides a receptionist and conference room on a shared basis with other tenants in the building. The monthly cost of the current space is approximately $1,750 plus administrative fees.

Over the next six months, as we grow and add personnel, the current space will not be adequate and we will have to arrange for additional space in the same building or another. It is anticipated that we will lease approximately 1,500 square feet in the near future and vacate the current office. Monthly lease expenses are expected to be approximately $3,500 per month.

Currently, we own 2 personal computers, a copier and 2 laptops which are used in the office or for business travel. We have molds, tools and dies to produce three sizes of our VBAS. All molds, tools, dies, stamping equipment are maintained at the Lacey facilities. This equipment is less than 2 years old and in good condition.

LEGAL PROCEEDINGS

We know of no material, active, pending or threatened proceeding against us or our subsidiaries, nor are we, or any subsidiary, involved as a plaintiff or defendant in any material proceeding or pending litigation.

MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

We plan to contact a market maker immediately following the completion of the offering and apply to have the shares quoted on the OTC Electronic Bulletin Board (OTCBB). The OTCBB is a regulated quotation service that displays real-time quotes, last sale prices and volume information in over-the-counter (OTC) securities. The OTCBB is not an issuer listing service, market or exchange. Although the OTCBB does not have any listing requirements per se, to be eligible for quotation on the OTCBB, issuers must remain current in their filings with the SEC or applicable regulatory authority. Market Makers are not permitted to begin

32

quotation of a security whose issuer does not meet this filing requirement. Securities already quoted on the OTCBB that become delinquent in their required filings will be removed following a 30 or 60 day grace period if they do not make their required filing during that time. We cannot guarantee that our application will be accepted or approved and our stock listed and quoted for sale. As of the date of this filing, there have been no discussions or understandings between us or anyone acting on our behalf with any market maker regarding participation in a future trading market for our securities.

As of the date of this filing, there is no public market for our securities. There has been no public trading of our securities, and, therefore, no high and low bid pricing.

Holders of Our Common Stock

As of the date of this prospectus we have 50 shareholders of record.

Dividends

Since our incorporation, no dividends have been paid on our common stock. We intend to retain any earnings for use in our business activities, so it is not expected that any dividends on our common stock will be declared and paid in the foreseeable future.

Debentures

On December 14, 2006, we issued to Fountainhead a Bridge Loan Debenture for the original principal amount of $172,500, which may be converted, at the option of Fountainhead to 1,876,300 shares of our common stock. The Bridge Loan Debenture has a maturity date of February 15, 2009.

On February 14, 2008, we entered into a transaction with Regent, whereby Regent agreed to invest $1,000,000 in the purchase of our Convertible Debentures — such investment to be made in two tranches of $500,000 each.

In connection with the investment by Regent, Fountainhead agreed to make additional investments totaling $300,000 in two tranches of $150,000 each concurrent with the Regent investments.

These investments are evidenced by Convertible Debentures with a term of one year and are convertible into shares of our common stock at a price of approximately $.123 per share. If fully converted, the Convertible Debentures would result in the issuance of 8,129,529 shares to Regent and 2,438,859 shares to Fountainhead.

Warrants

We issued a warrant to Fountainhead to Purchase 50.22 Membership Units of the Company (now 805,931 shares of our shares of common stock) dated December 15, 2006 at $.50 per share.

On December 14, 2006, we entered into an Option Agreement with Fountainhead which granted to Fountainhead an option to invest up to $1,850,000 within three years from December 14, 2006 in exchange for up to 5,652,954 shares of our common stock and warrants to convert to 3,017,409 shares of our common stock.

In consideration of Regent agreeing to invest $1,000,000 in the purchase of our Convertible Debentures, Fountainhead executed an Assignment of Rights under Warrant and Under Option Agreement to assign to Regent 50% interest in Fountainhead’s rights, title and interest in the abovementioned Option Agreement and warrant. By reason of this assignment, Fountainhead assigned to Regent the rights under the warrant acquire 50% of the underlying securities issuable on exercise of the warrant and 50% of the rights to make future investment in the Company.

In consideration for providing consulting services to us, we granted to GC Advisors LLC two warrants to purchase an aggregate of 192,576 shares of our common stock each for a purchase price of $.135 per share. One warrant expires on January 9, 2009 and the other on January 9, 2010.

In consideration for being our strategic business advisor, we issued to Martin Magida a warrant to purchase up to 160,480 shares of our common stock at $.24 per share. The warrant is valid from September 1, 2007 for a period of five years.

33

In consideration for purchasing our stock of common shares, we issued to George Kivotidis a warrant to purchase up to 4,000 shares of our common stock at $.50 per share. The warrant is valid from November 6, 2007 for a period of three years.

In consideration for advisory services, we issued to Robert Guinta is a holder of a warrant to purchase up to 160,480 shares of the Company’s common stock at $.24 per share. The warrant is valid from September 1, 2007 for a period of five years.

Options

On December 14, 2006, we entered into an Option Agreement with Fountainhead which granted to Fountainhead an option to invest up to $1,850,000 within three years from December 14, 2006 in exchange for up to 5,652,954 shares of our common stock and warrants to convert to 3,017,409 shares of our common stock.

In consideration of Regent agreeing to invest $1,000,000 in the purchase of our Convertible Debentures, Fountainhead executed an Assignment of Rights under Warrant and Under Option Agreement to assign to Regent 50% interest in Fountainhead’s rights, title and interest in the abovementioned Option Agreement and warrant. By reason of this assignment, Fountainhead assigned to Regent the rights under the warrant acquire 50% of the underlying securities issuable on exercise of the warrant and 50% of the rights to make future investment in the Company.

Each of Kenneth Coviello and Heather Jensen entered into a stock option agreement with the Company dated February 15, 2008. Pursuant to the said stock option agreements, each of Kenneth Coviello and Heather Jensen was granted an option to purchase 500,000 shares of common stock of the Company at an exercise price of $.135 per share. The option shall vest 33 1/3% on each of the first, second and third anniversary of the grant and shall expire February 12, 2018.

Dr. Ezriel E. Kornel entered into a consulting agreement with us on January 10, 2006. Pursuant to the consulting agreement, in consideration for acting as our consultant, Dr. Kornel received options to acquire 240,720 shares of our common stock at a price of $.25 per share. The term of the agreement is for three years.

Dr. David Langer entered into an amended and restated consulting agreement with the Company on December 11, 2006. Pursuant to the agreement, Dr. Langer agreed to provide us certain consulting services, which include the role of our Chief Medical Advisor, assistance in the analysis, preparation, submission, publication and presentation of scientific data in relation to our research efforts and sales and marketing efforts. In consideration of such consulting services, Dr. Langer received options to acquire 320,960 shares of the Company’s common stock at a price of $.25 per share. The agreement will terminate April 15, 2009.

Dr. Donald O’Rourke entered into a consulting agreement with us on January 18, 2008. Pursuant to the consulting agreement, Dr. O’Rourke shall provide consulting or advisory services on an as needed basis, to guide us in making important strategic decisions and to evaluate our strategic plans and decisions, research and/or development activities and results, competitive positions and/or other scientific and/or technical issues. In consideration for providing such services, Dr. O’Rourke was granted an option to purchase 50,000 shares of the Company’s common stock at $.50 per share.

Registration Rights

On February 14, 2008, we entered into a Convertible Debenture Purchase Agreement with Regent Private, whereby Regent agreed to invest a total of $1,000,000 in the purchase of our Convertible Debentures—such investment to be made in two tranches of $500,000 each. Also on February 15, 2008, we entered into a Convertible Debenture Purchase Agreement with Fountainhead, whereby Fountainhead agreed to invest a total of $300,000 in the purchase of our Convertible Debentures – such investment to be made in two tranches of $150,000 each. As of the date of this Registration Statement, both Regent and Fountainhead had invested $500,000 and $150,000 respectively pursuant to the said Convertible Debenture Purchase Agreements.

Pursuant to the said agreements, we agreed to file a registration statement on Form S-1, SB-2, or other applicable form (“Registration Statement”), with the SEC, which Registration Statement shall register for sale

34

all common stock which may be issuable upon conversion of the Regent and Fountainhead debentures. We will thereafter use our commercially reasonable efforts to have such registration statement declared effective by the SEC within one hundred eighty (180) days from the date thereof. For purposes thereof, we will be deemed to be using our “commercially reasonable efforts”, provided we fully and appropriately respond to all comments from the SEC within ten (10) business days of receipt thereof without any undue hardship or unreasonable expenses, and diligently continue to seek effectiveness of such registration statement. Further, we shall take such action to have the Registration Statement declared effective by the SEC within three (3) business days following written confirmation from the SEC that it either will not review the Registration Statement or that it has no further comment on the Registration Statement. We shall not be in breach of our obligation to file and render effective the Registration Statement for any delay arising from (i) issues raised by the SEC relating to Rule 415 of the Securities Act, as amended, or to the structure of the sale and resale of the shares, (ii) information required from person or entities other than the Company, or (iii) issues resulting from or relating to acts or omissions of persons or entities other than the Company.

Subsequent to the dates of these transactions, both Fountainhead and Regent agreed to allow us to register less than all of the shares of common stock issuable under the Regent Debenture and the Fountainhead Debenture. Instead, we have agreed to provide Regent and Fountainhead with certain demand and “piggy-back” registration rights covering the remainder of the common stock issuable under such Debentures. We shall file the relevant registration rights agreements with Regent and Fountainhead once they have been negotiated and entered into.

Rule 144 Shares

After February 15, 2008, a person who has beneficially owned shares of a company’s common stock for at least six months is entitled to sell within any three month period a number of shares that does not exceed 1% of the number of shares of our common stock then outstanding which, in our case, would equal approximately 219,946 shares of our common stock as of the date of this prospectus.

Consequently, as of March 12, 2008 there are approximately 17,999,998 shares of our common stock held by 25 shareholders of record which are currently available for resale to the public and in accordance with the volume and trading limitations of Rule 144 of the Act.

Sales under Rule 144 are also subject to manner of sale provisions and notice requirements and to the availability of current public information about the company. Under Rule 144(b), a person who is not one of the company’s affiliates at any time during the three months preceding a sale, and who has beneficially owned the shares proposed to be sold for at least one year, is entitled to sell shares without complying with the manner of sale, public information, volume limitation or notice provisions of Rule 144.

Penny Stock Rules

The Securities and Exchange Commission has also adopted rules that regulate broker-dealer practices in connection with transactions in penny stocks. Penny stocks are generally equity securities with a price of less than $5.00 (other than securities registered on certain national securities exchanges or quoted on the Nasdaq system, provided that current price and volume information with respect to transactions in such securities is provided by the exchange or system).

A purchaser is purchasing penny stock which limits the ability to sell the stock. The shares offered by this prospectus constitute penny stock under the Securities and Exchange Act. The shares will remain penny stocks for the foreseeable future. The classification of penny stock makes it more difficult for a broker-dealer to sell the stock into a secondary market, which makes it more difficult for a purchaser to liquidate his/her investment. Any broker-dealer engaged by the purchaser for the purpose of selling his or her shares in us will be subject to Rules 15g-1 through 15g-10 of the Securities and Exchange Act. Rather than creating a need to comply with those rules, some broker-dealers will refuse to attempt to sell penny stock.

The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from those rules, to deliver a standardized risk disclosure document, which:

• contains a description of the nature and level of risk in the market for penny stock in both public offerings and secondary trading;

35

• contains a description of the broker's or dealer's duties to the customer and of the rights and remedies available to the customer with respect to a violation of such duties or other requirements of the Securities Act of 1934, as amended;

• contains a brief, clear, narrative description of a dealer market, including “bid” and “ask” price for the penny stock and the significance of the spread between the bid and ask price;

• contains a toll-free telephone number for inquiries on disciplinary actions;

• defines significant terms in the disclosure document or in the conduct of trading penny stocks; and

• contains such other information and is in such form (including language, type, size and format) as the Securities and Exchange Commission shall require by rule or regulation.

The broker-dealer also must provide, prior to effecting any transaction in a penny stock, to the customer:

• the bid and offer quotations for the penny stock;

• the compensation of the broker-dealer and its salesperson in the transaction;

• the number of shares to which such bid and ask prices apply, or other comparable information relating to the depth and liquidity of the market for such stock; and

• monthly account statements showing the market value of each penny stock held in the customer's account.

In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from those rules; the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser's written acknowledgment of the receipt of a risk disclosure statement, a written agreement to transactions involving penny stocks, and a signed and dated copy of a written suitability statement. These disclosure requirements will have the effect of reducing the trading activity in the secondary market for our stock because it will be subject to these penny stock rules. Therefore, stockholders may have difficulty selling their securities.

Reports

We will become subject to certain filing requirements and will furnish annual financial reports to our stockholders, certified by our independent accountant, and will furnish un-audited quarterly financial reports in our quarterly reports filed electronically with the SEC. All reports and information filed by us can be found at the SEC website, www.sec.gov.

36

SECURITIY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information with respect to the beneficial ownership of our voting securities by (i) any person or group owning more than 5% of any class of voting securities, (ii) each director, (iii) our chief executive officer and president and (iv) all executive officers and directors as a group as of March 12, 2008

Title of Class	Name and Address of Beneficial Owner			Amount and Nature of Beneficial Owner			Percent of Class
Common Stock		Kenneth Coviello 80 Orville Drive, Suite 100 Bohemia, New York 11716			5,117,922			23.439	%
Common Stock		Heather N. Jensen 80 Orville Drive, Suite 100 Bohemia, New York 11716			5,117,922			23.439	%
Common Stock		David Salomon 15400 Knoll Trail, Suite 350 Dallas, TX 75248			1,361,111			6.233	%
Common Stock		Pascale Mangiardi 80 Orville Drive, Suite 100 Bohemia, New York 11716			—			—
Common Stock		Robert Diener 80 Orville Drive, Suite 100 Bohemia, New York 11716			—			—
Common Stock		Sawmill Trust c/o Mitchell Greene Robinson Brog Greene 1345 Avenue of the Americas New York, NY 10105	(1)		5,117,922			23.439	%
Common Stock		All executive officers and directors as a group			15,353,763			46.878	%
Common Stock		Regent Private Capital, LLC 152 West 57th Street, 9th Floor, New York, NY 10019			12,464,711	(1)		36.34	%
Common Stock		Fountainhead Capital Partners Limited Portman House Hue Street, St, Helier, Jersey JB4 5RP			8,650,335	(1)		28.38	%

(1) In determining beneficial ownership of our common stock, the number of shares shown includes shares which the beneficial owner may acquire upon exercise of debentures, warrants and options which may be acquired within 60 days. In determining the percent of common stock owned by a person or entity on March 12, 2008, (a) the numerator is the number of shares of the class beneficially owned by such person or entity, including shares which the beneficial ownership may acquire within 60 days of exercise of debentures, warrants and options, and (b) the denominator is the sum of (i) the total shares of that class outstanding on March 12, 2008, and (ii) the total number of shares that the beneficial owner may acquire upon exercise of the debentures, warrants and options. Unless otherwise stated, each beneficial owner has sole power to vote and dispose of its shares.

(2) In addition, in determining the percent of common stock owned by a person or entity on March 12, 2008, (a) the numerator is the number of shares of the class beneficially owned by such person and includes shares which the beneficial owner may acquire within 60 days upon conversion or exercise of a derivative security, and (b) the denominator is the sum of (i) the shares of that class outstanding on March 12, 2008, (21,835,444 shares of common stock)and (ii) the total number of shares that the beneficial owner may acquire upon conversion or exercise of a derivative security within such 60 day period. Unless otherwise stated, each beneficial owner has sole power to vote and dispose of the shares.

37

DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS

Our Directors and Executive Officers

Set forth below is certain biographical information concerning our current executive officers and directors. We currently have two executive officers as described below.

Directors and Executive Officers	Position/Title	Age
Kenneth T. Coviello	Chief Executive Officer and a director	57
Heather N. Jensen	President and a director	28
Pascale Mangiardi	Director	36
Robert Diener	Director	59

Kenneth Coviello, 57, is our Chief Executive Officer and a director and will oversee strategic planning as well as directing manufacturing, marketing and product development. Mr. Coviello has more than 25 years of experience in successfully developing, selling and marketing medical devices and managing medical device and healthcare product companies. Mr. Coviello has held positions of Vice President, Senior Vice President and President of medical device companies, including Lumex and Graham Field. From 2000-2005, he was Senior Vice President at Misonix Inc., a public NASDAQ-listed medical device company that specializes in the design, manufacture and sale of ultrasonic surgical devices for orthopedic, neurosurgical, wound and urological applications. Mr. Coviello was responsible for Misonix medical device revenues and profitability, distribution partner contracts and factory operations in Farmingdale, NY. During his association with Misonix, Inc., Misonix increased its medical devices line from a single product to nine, grew medical device revenue, acquired and developed medical technologies and applications and maintained profitability margins while increasing investment in research and development. Mr. Coviello a former director of YPO, Young Presidents Organization, LI Chapter, and a director for HIMA (Health Industry Manufacturers Association). He has also served as an advisor to NAMES (National Association of Medical Equipment Suppliers) and HIDA (Health Industry Distributors Association). Mr. Coviello received his bachelors of science from Long Island University.

Heather N. Jensen, 28, is our founder, our President and a director and is involved in the strategic planning as well as directing Global Business Development and Sales. Ms. Jensen has more than 10 years experience in the medical profession ranging from hospitals to medical device manufacturing. Ms. Jensen joined us in November 2005. Ms. Jensen’s most recent position from 2001-2005 was as Director of Sales at Misonix, Inc., a public NASDAQ-listed medical device company that specializes in ultrasonic surgical devices for orthopedic, neurosurgical, wound and urological applications. Ms. Jensen’s responsibilities included international and domestic business development, knowledge and certification in export compliance, regulatory approval process and high-level executive contact and negotiations at some of the largest device companies in the world such as Tyco, Mentor, Aesculap, Richard Wolf and ACMI. She was also responsible for both domestic and international sales development. Ms. Jensen belongs to the Brain Injury Association, American Brain Tumor Association, and the National Association for Female Executives. She holds an Associates Degree in Business with a focus on Human Sciences and has additional credits in business administration from Katharine Gibbs College.

Pascale Mangiardi, 36, has been our director since October 30, 2007. She is presently the founder and President of Rougemont Management Services LLC and Chief Financial Officer of Optimus Services, LLC. From 2002-2006, she was a financial officer for John R. Mangiardi, MD, PC and from 2001 – 2002, she was the Assistant CEO at Hirslanden-Group Management AG, Zurich. Ms. Mangiardi holds a Diploma from the Swiss Business Administration School.

Robert Diener, 59, has been our director since January 25, 2008.Mr. Diener has over 30 years of experience as an attorney and senior corporate executive. The focus of his practice is corporate and securities law, mergers and acquisitions, finance and real estate. While Mr. Diener has experience across a broad range of industries, his emphasis has been in health care, biotechnology, banking and finance, telecommunications and information technology. In addition to the practice of law, he has a strong background and experience in corporate governance, accounting and finance, strategic planning and management information systems.

38

Mr. Diener currently serves as counsel to a number of investors and companies which are focused on acquisition of public companies in the United States, corporate mergers and a wide variety of investment activities. His responsibilities run the full gamut from corporate governance to securities law compliance to major contract negotiations. During his career, Mr. Diener has served as President and CEO of American Health Properties, Inc. (NYSE), one of the largest real estate investment trusts in the country; a senior executive of American Medical International, Inc. (NYSE), one of the country’s largest health care services providers; Chairman and CEO of a publicly traded (NASDAQ) telecommunications company and a partner in a boutique investment banking group. He also has extensive experience in international business, having had direct responsibility for transactions in the United Kingdom, Spain, Germany, Switzerland, Greece, Egypt, Singapore, Australia, Israel, Hong Kong, Japan, Korea, Malaysia, Mexico, Brazil, Venezuela and Ecuador. Mr. Diener has served as a member or advisor to the boards of many public and private companies, including over 20 individual for-profit and not-for-profit hospitals and health care facilities. He has previously served as a director of the Federation of American Hospital Systems and the National Association of Real Estate Investment Trusts. He has lectured frequently in the field of health care finance. Mr. Diener has been an active member of the State Bar of California since 1973. He received a Bachelor of Arts degree in Social Sciences and Communications from the University of Southern California in 1969 and a Juris Doctor degree (Magna Cum Laude) from the University of Santa Clara School of Law in 1973, where he was the Business Editor of the Law Review. He speaks conversational Spanish, French and Italian; has a high degree of computer literacy and a strong working knowledge of generally accepted accounting principles (GAAP). Mr. Diener served in the United States Marine Corps from 1969 through 1975.

All of our directors hold office until the next annual meeting of stockholders and until their respective successors have been elected or qualified. Officers serve at the discretion of the board of directors. There are no family relationships among our directors or executive officers. There is no arrangement or understanding between or among our officers and directors pursuant to which any director or officer was or is to be selected as a director or officer, and there is no arrangement, plan or understanding as to whether non-management stockholders will exercise their voting rights to continue to elect the current board of directors.

Except for Mr. Coviello, our directors and executive officers have not during the past five years:

• had any bankruptcy petition filed by or against any business of which he was a general partner or executive officer, either at the time of the bankruptcy or within two years prior to that time;

• been convicted in a criminal proceeding and is not subject to a pending criminal proceeding;

• been subject to any order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities, futures, commodities or banking activities;

• or been found by a court of competent jurisdiction (in a civil action), the Securities Exchange Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended or vacated.

Mr. Coviello was Senior Vice President of Misonix Inc., a major funding entity and senior debt holder for Hearing Innovations Inc. Mr. Coviello was appointed Chief Executive Officer and an officer of Hearing Innovations after a resignation of senior management at Hearing Innovations.

On July 14, 2004, Hearing Innovations Inc. sent all shareholders and creditors a plan for reorganization and disclosure statement. Misonix Inc. was committed to fund Hearing Innovations Inc. up to $150,000 for the reorganization plan. Hearing Innovations Inc. filed for relief under Chapter 11 of the U.S. Bankruptcy Code in September 2004. The Plan of Reorganization of Hearing Innovations Inc. was confirmed by the court on January 13, 2005. Based upon the final decree, and the approval by the court of the Bankruptcy Plan, Misonix Inc. became the sole shareholder of Hearing Innovations Inc.

39

EXECUTIVE COMPENSATION

The following is a summary of the compensation we paid for each of the last two years ended December 31, 2007 and 2006, respectively (i) to the persons who acted as our principal executive officer during our fiscal year ended December 31, 2007 and (ii) to the person who acted as our next most highly compensated executive officer other than our principal executive officer who was serving as our executive officer as of the end of our last fiscal year.

Name and Principal Position	Year		Salary ($)		Bonus ($)		Stock Awards ($)		Option Awards ($)		Non-Equity Incentive Plan Compensation		Non-Qualified Deferred Compensation Earnings ($)		All other Compensation ($)		Total ($)
Kenneth T. Coviello (Chief Executive Officer)		2007	$	137,433		—		—		—		—		—	$	17,301.80	$	154,734.80
		2006	$	76,363.64		—		—		—		—		—	$	8,767.50	$	85,131.29
Heather Jensen (President)		2007	$	117,000		—		—		—		—		—	$	17,301.80	$	134,301.80
		2006	$	89,843.11		—		—		—		—		—	$	10,276.47	$	100,119.58

Grants of Plan-Based Awards in Fiscal 2007

There were no individual option grants of stock options to purchase our shares of common stick made to the executive officers named in the Summary Compensation Table above in fiscal 2007.

Outstanding Equity Awards at 2007 Fiscal Year End

There were no option exercises or options outstanding in fiscal 2007 by the named executive officers named in the Summary Compensation Table.

Option Exercises and Stock Vested in Fiscal 2007

There were no option exercises by or stock vested in fiscal 2007 to benefit of the named executive officers named in the Summary Compensation Table.

Employment Agreements

We have employment agreements with our Chief Executive Officer, Mr. Kenneth Coviello and with our President, Ms. Heather Jensen.

We had previously entered into an employment agreement with Mr. Kenneth Coviello on January 1, 2006. Pursuant to the agreement, Mr. Coviello was employed to be our Chief Executive Officer for an annual salary of $190,000. In addition, Mr. Coviello was entitled to monthly car allowances of $600, $750, $900 and $1,150 for his first, second, third and fourth and fifth years with us respectively. Mr. Coviello is entitled to an annual bonus upon achieving certain milestones and a commission every quarter from our gross profits for that period. The employment agreement is for a five-year term, automatically renewable for successive one year terms unless either party elects not to do so.

Despite the employment agreement, Mr. Coviello only received a base salary of $137,433 and $76,363.64 and car allowances and health insurance coverage of $17,301.80 and $8,767.50 for fiscal 2007 and 2006 respectively. We did not accrue or defer the differences in actual amounts paid against the amounts provided for in the employment contract and Mr. Coviello has agreed to waive such amounts.

On January 1, 2008, Mr. Coviello entered into a new employment agreement. Pursuant to the new employment agreement, Mr. Coviello was employed as our Chief Executive Officer for an annual salary of $190,000. He will also be paid a monthly automobile allowance of $700 and be eligible to receive annual bonuses of 20% of his base salary for calendar year 2008 and 40% of his base salary for calendar year 2009, payable in cash or in stock based upon the achievement of specific milestones to be determined by the Compensation Committee of our board of directors. For the purposes of calendar years 2008 and 2009, these milestones are defined as exceeding our budgeted income by an amount equal to the aggregate amount of all bonuses to be paid. The term of the agreement is for one year, and it will automatically be renewed for an additional one year term, unless either party gives written notice to the other of its intention to terminate the agreement at least 30 days prior to the automatic renewal date.

40

We entered previously into an employment agreement with Ms. Heather Jensen on October 31, 2005. Pursuant to the agreement, Ms. Jensen was employed to be our President for an annual salary of $190,000. In addition, Ms. Jensen was entitled to monthly car allowances and health insurance coverage of $600, $750, $900 and $1,150 for her first, second, third and fourth and fifth years with us respectively. Ms. Jensen is entitled to an annual bonus upon achieving certain milestones and a commission every quarter from our gross profits for that period. The employment agreement is for a five-year term, automatically renewable for successive one year terms unless either party elects not to do so.

Despite the employment agreement, Ms. Jensen only received a base salary of $117,000 and $89,843.11 and car allowances of $17,301.80 and $10,276.47 for fiscal 2007 and 2006 respectively. We did not accrue or defer the differences in actual amounts paid against the amounts provided for in the employment contract and Ms. Jensen has agreed to waive such amounts.

On January 1, 2008, Ms. Jensen entered into a new employment agreement. Pursuant to the new employment agreement, Ms. Jensen was employed as our President for an annual salary of $190,000. She will also be paid a monthly automobile allowance of $700 and be eligible to receive annual bonuses of 20% of her base salary for calendar year 2008 and 40% of her base salary for calendar year 2009, payable in cash or in stock based upon the achievement of specific milestones to be determined by the Compensation Committee of our board of directors. For the purposes of calendar years 2008 and 2009, these milestones are defined as exceeding our budgeted income by an amount equal to the aggregate amount of all bonuses to be paid. The term of the agreement is for one year, and it will automatically be renewed for an additional one year term, unless either party gives written notice to the other of its intention to terminate the agreement at least 30 days prior to the automatic renewal date.

Compensation of Directors

For the years ended December 31, 2007 and 2006, none of the members of our board of directors received compensation for his or her service as a director.

DISCLOSURE OF COMMISSION POSITION OF INDEMNIFICATION
FOR SECURITIES ACT LIABILITIES

Under Section 145 of the General Corporation Law of the State of Delaware, we can indemnify our directors and officers against liabilities they may incur in such capacities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Our certificate of incorporation provides that, pursuant to Delaware law, our directors shall not be liable for monetary damages for breach of the directors' fiduciary duty of care to our company and our stockholders. This provision in the certificate of incorporation does not eliminate the duty of care, and in appropriate circumstances equitable remedies such as injunctive or other forms of non-monetary relief will remain available under Delaware law. In addition, each director will continue to be subject to liability for breach of the director's duty of loyalty to us or our stockholders, for acts or omissions not in good faith or involving intentional misconduct or knowing violations of the law, for actions leading to improper personal benefit to the director, and for payment of dividends or approval of stock repurchases or redemptions that are unlawful under Delaware law. The provision also does not affect a director's responsibilities under any other law, such as the federal securities laws or state or federal environmental laws.

Our bylaws provide for the indemnification of our directors to the fullest extent permitted by the Delaware General Corporation Law, or any other applicable law. Our bylaws further provide that we may modify the extent of such indemnification by individual contracts with its directors and officers.

We shall advance to any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he is or was a director or officer of the Company, or is or was serving at the request of the Company as a director or executive officer of another corporation, partnership, joint venture, trust or other enterprise, prior to the final disposition of the proceeding, promptly following request therefor, all expenses incurred by any director or officer in connection with such proceeding; provided, however, that if the Delaware General Corporation Law requires, an advancement of expenses incurred by a director or officer in his or her capacity as a director and officers (and not in any other capacity in which service was or is rendered by such indemnitee, including, without limitation, service to an employee benefit plan) shall be made

41

only upon delivery to us of an undertaking (hereinafter an “undertaking”), by or on behalf of such indemnitee, to repay all amounts so advanced if it shall ultimately be determined by final judicial decision from which there is no further right to appeal (hereinafter a “final adjudication”) that such indemnitee is not entitled to be indemnified for such expenses under the bylaws or otherwise.

We have been advised that in the opinion of the Securities and Exchange Commission, insofar as indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers and controlling persons pursuant to the foregoing provisions, or otherwise, such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable. In the event a claim for indemnification against such liabilities (other than the our payment of expenses incurred or paid by our director, officer or controlling person in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, we will, unless in the opinion of our counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question of whether such indemnification by us is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

We may enter into indemnification agreements with each of our directors and officers that are, in some cases, broader than the specific indemnification provisions permitted by Delaware law, and that may provide additional procedural protection. We have not entered into any indemnification agreements with our directors or officers, but may choose to do so in the future.

At present, there is no pending litigation or proceeding involving any of our directors, officers or employees in which indemnification is sought, nor are we aware of any threatened litigation that may result in claims for indemnification.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

None.

SELLING STOCKHOLDERS

The securities being offered hereunder are being offered by the selling shareholders listed below or their respective transferees, pledgees, donees or successors. Each selling shareholder may from time to time offer and sell any or all of such selling shareholder’s shares that are registered under this prospectus. Because no selling shareholder is obligated to sell shares, and because the selling shareholders may also acquire publicly traded shares of our common stock, we cannot accurately estimate how many shares each selling shareholder will own after the offering.

All expenses incurred with respect to the registration of the common stock covered by this prospectus will be borne by us, but we will not be obligated to pay any underwriting fees, discounts, commissions or other expenses incurred by any selling shareholder in connection with the sale of shares.

42

The following table sets forth, with respect to the selling shareholders (i) the number of shares of common stock beneficially owned as of March 12, 2008 and prior to the offering contemplated hereby, (ii) the maximum number of shares of common stock which may be sold by the selling shareholders under this prospectus, and (iii) the number of shares of common stock which will be owned after the offering by the selling shareholders. All shareholders listed below are eligible to sell their shares. The percentage ownerships set forth below are based on 21,835,444 shares outstanding as of the date of this prospectus.

Name of Stockholder	Number of Shares of Common Stock Held and Offered Pursuant to this Prospectus		Number of Shares of Common Stock Underlying Convertible Securities Held and Offered Pursuant to this Prospectus		Shares Beneficially Owned Before Offering (Percentage)			Shares Beneficially Owned After the Offering (Number)		Shares Beneficially Owned After the Offering (Percentage)
Steven Thuilot		534,939		—		2.450	%		0		0
Dr. Michael Wayne		100,301		—		0.459	%		0		0
Ed and Joanne Minder		267,469		—		1.225	%		0		0
Larry Coviello		281,859		—		1.291	%		0		0
Robert Coviello		228,365		—		1.046	%		0		0
Neal Clay		107,041		—		0.490	%		0		0
Joan Pallateri		107,041		—		0.490	%		0		0
Edwin Tironi		160,482		—		0.735	%		0		0
Susan and Lambert Dahlin		160,482		—		0.735	%		0		0
Prateek Parekh		40,120		—		0.184	%		0		0
Goran Avdicevic		100,301		—		0.459	%		0		0
Harpreet Anand		64,193		—		0.294	%		0		0
Anirban Sen		60,181		—		0.276	%		0		0
Joel R. Smart Living Trust		50,151		—		0.230	%		0		0
Clarence A. Dahlin Living Trust		50,151		—		0.230	%		0		0
Joel R. Smart Living Trust and Clarence A. Dahlin Living Trust		100,301		—		0.459	%		0		0
GC Advisors		80,241		—		0.367	%		0		0
Kenneth Olson		100,301		—		0.459	%		0		0
Feldstein Management		12,197		—		0.056	%		0		0
Dr. David Langer		24,072		320,960		0.110	%		0		0
Vinas & Company		16,048		—		0.073	%		0		0
David Salomon		250,000		—		6.233	%		1,111,111		5.089	%
MAC Strategic Advisors		40,000		—		0.183	%		0		0
George Kivotidis		363,158		—		1.663	%		0		0
Christopher A. Vinas		263,158		—		1.206	%		0		0
Concordia Financial Group		1,047,494		—		2.399%*			0		0
Sichenzia Ross Friedman Ference LLP		523,747		—		2.399	%		0		0
RES Holdings		23,683		—		0.108	%		0		0
LFI Investments Ltd		78,947		—		0.362	%		0		0
Jay Berkow		52,632		—		0.241	%		0		0
Vivek Bhaman		26,316		—		0.121	%		0		0
Robert Braumann		26,316		—		0.121	%		0		0
John A. Brown Jr.		52,632		—		0.241	%		0		0
Vincent P. Carroll		26,316		—		0.121	%		0		0
Robert A. Frazier		26,316		—		0.121	%		0		0

43

Name of Stockholder	Number of Shares of Common Stock Held and Offered Pursuant to this Prospectus		Number of Shares of Common Stock Underlying Convertible Securities Held and Offered Pursuant to this Prospectus		Shares Beneficially Owned Before Offering (Percentage)			Shares Beneficially Owned After the Offering (Number)		Shares Beneficially Owned After the Offering (Percentage)
Martin Keating		26,316		—		0.121	%		0		0
Vicor F. Keen		78,947		—		0.362	%		0		0
Robert M. Richards		26,316		—		0.121	%		0		0
Joseph Roberts		26,316		—		0.121	%		0		0
Thomas Romano		26,316		—		0.121	%		0		0
Edward F. Sager, Jr.		26,316		—		0.121	%		0		0
Mark Staples		26,316		—		0.121	%		0		0
Neil Strauss		52,632		—		0.241	%		0		0
Terry Tyson		52,632		—		0.241	%		0		0
Geoffrey C Walker		26,316		—		0.121	%		0		0
James Ward		26,316		—		0.121	%		0		0
Jay S. Weiss		52,632		—		0.241	%		0		0
Fountainhead Capital Partners Limited		—		2,161,709		—			0		0
Regent Private Capital, LLC		—		2,161,709		—			0		0
Ezriel E. Kornel		—		240,720		—			0		0
Donald O’Rourke		—		50,000		—			0		0
GC Advisors LLC		—		385,152		—			0		0
George Kivotidis		—		4,000		—			0		0
Martin Magida		—		160,480		—			0		0
Robert Guinta		—		160,480		—			0		0

* Pursuant to the engagement letter with the Concordia Group dated January 18, 2008, in the event the Concordia Group provides further consultancy services in relation to further investments, we shall be issuing to the Concordia Group an additional 523,747 shares of our common stock. Consequently, they will be holders of 1,047,494 shares of our common stock, which will be equivalent to 4.68% of our total and issued shares.

Background

On February 15, 2008, we entered into a transaction with Regent, whereby Regent agreed to invest $1,000,000 in the purchase of our Convertible Debentures — such investment to be made in two tranches of $500,000 each.

Pursuant to the Convertible Debenture Purchase Agreement with Regent dated February 15, 2008, we agreed tofile a registration statement on Form S-1 with the SEC, to register for sale all common stock which may be issuable upon conversion of the Regent Debentures.

On February 15, 2008, we entered into a transaction with Fountainhead, whereby Fountainhead agreed to invest $300,000 in the purchase of our Convertible Debentures — such investment to be made in two tranches of $150,000 each.

Pursuant to the Convertible Debenture Purchase Agreement with Fountainhead dated February 15, 2008, we similarly agreed tofile a registration statement on Form S-1 with the SEC, to register for sale all common stock which may be issuable upon conversion of the Fountainhead Debentures.

Subsequent to the dates of these transactions, both Fountainhead and Regent agreed to allow us to register less than all of the shares of common stock issuable under the Regent Debenture and the Fountainhead

44

Debenture. Instead, we have agreed to provide Regent and Fountainhead with certain demand and “piggy-back” registration rights covering the remainder of the common stock issuable under such Debentures. We shall file the relevant registration rights agreements with Regent and Fountainhead once they have been negotiated and entered into.

Additionally, we are seeking to register some of our issued and outstanding shares of common stock as well as some of the shares of common stock issuable under the Convertible Securities.

PLAN OF DISTRIBUTION

The selling stockholders may sell the common stock offered by this prospectus directly or through brokers or dealers who may act solely as agents or may acquire common stock as principals. Such sales may be made at prevailing market prices, at prices related to such prevailing market prices, or at variable prices negotiated between the sellers and purchasers. The selling stockholders may distribute the common stock in one or more of the following methods:

• ordinary brokers transactions, which may include long or short sales through the facilities of the Over-the-Counter Bulletin Board (if a market maker successfully applies for inclusion of our common stock in such market) or other market;

• privately negotiated transactions;

• transactions involving cross or block trades or otherwise on the open market;

• sales “at the market” to or through market makers or into an existing market for the common stock;

• sales in other ways not involving market makers or established trading markets, including direct sales to purchasers or sales made through agents;

• through transactions in puts, calls, options, swaps or other derivatives (whether exchange listed or otherwise); or

• any combination of the above, or by any other legally available means.

In addition, the selling stockholders may enter into hedging transactions with broker-dealers who may engage in short sales of common stock, or options or other transactions that require delivery by broker-dealers of the common stock.

The selling stockholders and/or the purchasers of common stock may compensate brokers, dealers, underwriters or agents with discounts, concessions or commissions (compensation may be in excess of customary commissions). The selling stockholders and any broker dealers acting in connection with the sale of the shares being registered may be deemed to be underwriters within the meaning of Section 2(11) of the Securities Act, as amended, and any profit realized by them on the resale of shares as principals may be deemed underwriting compensation under the Securities Act. We do not know of any arrangements between the selling stockholders and any broker, dealer, or agent relating to the sale or distribution of the shares being registered.

We and the selling stockholders and any other persons participating in a distribution of our common stock will be subject to applicable provisions of the Exchange Act and the rules and regulations thereunder, including, without limitation, Regulation M, which may restrict certain activities of, and limit the timing of purchases and sales of securities by, these parties and other persons participating in a distribution of securities. Furthermore, under Regulation M, persons engaged in a distribution of securities are prohibited from simultaneously engaging in market making and certain other activities with respect to such securities for a specified period of time prior to the commencement of such distributions subject to specified exceptions or exemptions.

The selling stockholders may sell any securities that this prospectus covers under Rule 144 of the Securities Act rather than under this prospectus if they qualify.

We cannot assure you that the selling stockholders will sell any of their shares of common stock.

In order to comply with the securities laws of certain states, if applicable, the selling stockholders will sell the common stock in jurisdictions only through registered or licensed brokers or dealers. In addition, in certain states, the selling stockholders may not sell or offer the common stock unless the holder registers the

45

sale of the shares of common stock in the applicable state or the applicable state qualifies the common stock for sale in that state, or the applicable state exempts the common stock from the registration or qualification requirement.

We have agreed to pay all fees and expenses incident to the registration of the shares being offered under this prospectus (estimated to be $87,087). However each selling stockholder is responsible for paying any discounts, commissions and similar selling expenses they incur.

We have agreed to indemnify the Selling Stockholders whose shares we are registering from all liability and losses resulting from any misrepresentations we make in connection with the registration statement.

DESCRIPTION OF SECURITIES

The following is a summary of our capital stock and certain provisions of our Certificate of Incorporation and By-laws, as amended and by provisions of Delaware law.

General

We are authorized to issue 110,000,000 shares of stock, of which 100,000,000 shares, $.001 par value, are designated as common stock and 10,000,000 shares, $.001 par value, are designated as preferred stock.

The following is a summary of the material terms of the common stock and preferred stock as well as the outstanding warrants.

Common Stock

As of March 12, 2008 there were 21,835,444 shares of common stock issued and outstanding. The holders of common stock are entitled to one vote per share on all matters submitted to a vote of stockholders and are not entitled to cumulate their votes in the election of directors. The holders of common stock are entitled to any dividends that may be declared by the board of directors out of funds legally available therefore subject to the prior rights of holders of any outstanding shares of preferred stock and any contractual restrictions we have against the payment of dividends on common stock. In the event of our liquidation or dissolution, holders of common stock are entitled to share ratably in all assets remaining after payment of liabilities and the liquidation preferences of any outstanding shares of preferred stock. Holders of common stock have no preemptive or other subscription rights and no right to convert their common stock into any other securities.

Preferred Stock

Our Certificate of Incorporation authorizes 10,000,000 shares of preferred stock, $.001 par value per share. The board of directors is authorized to provide for the issuance of these unissued shares of preferred stock in one or more series, and to fix the number of shares and to determine the rights, preferences and privileges thereof. As of March 12, 2008, we have no issued and outstanding shares of preferred stock.

Debentures

On December 14, 2006, we issued to Fountainhead a Bridge Loan Debenture for the original principal amount of $172,500, which may be converted, at the option of Fountainhead to 1,876,300 shares of our common stock. The Bridge Loan Debenture has a maturity date of February 15, 2009.

On February 14, 2008, we entered into a transaction with Regent, whereby Regent agreed to invest $1,000,000 in the purchase of our Convertible Debentures — such investment to be made in two tranches of $500,000 each.

In connection with the investment by Regent, Fountainhead agreed to make additional investments totaling $300,000 in two tranches of $150,000 each concurrent with the Regent investments.

These investments are evidenced by Convertible Debentures with a term of one year and are convertible into shares of our common stock at a price of approximately $.123 per share. If fully converted, the Convertible Debentures would result in the issuance of 8,129,529 shares to Regent and 2,438,853 shares to Fountainhead.

46

Warrants

We issued a warrant to Fountainhead to Purchase 50.22 Membership Units of the Company (now 805,931 shares of our shares of common stock) dated December 15, 2006 at $.50 per share.

On December 14, 2006, we entered into an Option Agreement with Fountainhead which granted to Fountainhead an option to invest up to $1,850,000 within three years from December 14, 2006 in exchange for up to 5,652,954 shares of our common stock and warrants to convert to 3,017,409 shares of our common stock.

In consideration of Regent agreeing to invest $1,000,000 in the purchase of our Convertible Debentures, Fountainhead executed an Assignment of Rights under Warrant and Under Option Agreement to assign to Regent 50% interest in Fountainhead’s rights, title and interest in the abovementioned Option Agreement and warrant. By reason of this assignment, Fountainhead assigned to Regent the rights under the warrant acquire 50% of the underlying securities issuable on exercise of the warrant and 50% of the rights to make future investment in the Company.

In consideration for providing consulting services to us, we granted to GC Advisors LLC two warrants to purchase an aggregate of 192,576 shares of our common stock each for a purchase price of $.135 per share. One warrant expires on January 9, 2009 and the other on January 9, 2010.

In consideration for being our strategic business advisor, we issued to Martin Magida a warrant to purchase up to 160,480 shares of our common stock at $.24 per share. The warrant is valid from September 1, 2007 for a period of five years.

In consideration for purchasing our shares, we issued to George Kivotidis a warrant to purchase up to 4,000 shares of our common stock at $.50 per share. The warrant is valid from November 6, 2007 for a period of three years.

In consideration for providing advisory services, we issued to Robert Guinta is a holder of a warrant to purchase up to 160,480 shares of the Company’s common stock at $.24 per share. The warrant is valid from September 1, 2007 for a period of five years.

Options

On December 14, 2006, we entered into an Option Agreement with Fountainhead which granted to Fountainhead an option to invest up to $1,850,000 within three years from December 14, 2006 in exchange for up to 5,652,954 shares of our common stock and warrants to convert to 3,017,409 shares of our common stock.

In consideration of Regent agreeing to invest $1,000,000 in the purchase of our Convertible Debentures, Fountainhead executed an Assignment of Rights under Warrant and Under Option Agreement to assign to Regent 50% interest in Fountainhead’s rights, title and interest in the abovementioned Option Agreement and warrant. By reason of this assignment, Fountainhead assigned to Regent the rights under the warrant acquire 50% of the underlying securities issuable on exercise of the warrant and 50% of the rights to make future investment in the Company.

Each of Kenneth Coviello and Heather Jensen entered into a stock option agreement with the Company dated February 15, 2008. Pursuant to the said stock option agreements, each of Kenneth Coviello and Heather Jensen was granted an option to purchase 500,000 shares of common stock of the Company at an exercise price of $.135 per share. The option shall vest 33 1/3% on each of the first, second and third anniversary of the grant and shall expire February 12, 2018.

Dr. Ezriel E. Kornel entered into a consulting agreement with us on January 10, 2006. Pursuant to the consulting agreement, in consideration for acting as our consultant, Dr. Kornel received options to acquire 240,720 shares of our common stock at a price of $.25 per share. The term of the agreement is for three years.

47

Dr. David Langer entered into an amended and restated consulting agreement with the Company on December 11, 2006. Pursuant to the agreement, Dr. Langer agreed to provide us certain consulting services, which include the role of our Chief Medical Advisor, assistance in the analysis, preparation, submission, publication and presentation of scientific data in relation to our research efforts and sales and marketing efforts. In consideration of such consulting services, Dr. Langer received options to acquire 320,960 shares of the Company’s common stock at a price of $.25 per share. The agreement will terminate April 15, 2009.

Dr. Donald O’Rourke entered into a consulting agreement with us on January 18, 2008. Pursuant to the consulting agreement, Dr. O’Rourke shall provide consulting or advisory services on an as needed basis, to guide us in making important strategic decisions and to evaluate our strategic plans and decisions, research and/or development activities and results, competitive positions and/or other scientific and/or technical issues. In consideration for providing such services, Dr. O’Rourke was granted an option to purchase 50,000 shares of the Company’s common stock at $.50 per share.

Anti-Takeover Provisions

As discussed above, our board of directors can issue up to 10,000,000 shares of preferred stock, with any rights or preferences, including the right to approve or not approve an acquisition or other change in control. The issuance of such preferred stock could be used to discourage a transaction involving an actual or potential change in control of us or our management, including a transaction in which our stockholders might otherwise receive a premium for their shares over then current prices.

In addition, we are subject to Section 203 of the Delaware General Corporation Law, or DGCL, which regulates acquisitions of some Delaware corporations. In general, Section 203 prohibits, with some exceptions, a publicly held Delaware corporation from engaging in a “business combination” with an “interested stockholder” for a period of three years following the date of the transaction in which the person became an interested stockholder, unless: (i) prior to the date a person becomes an interested stockholder, the board of directors of the corporation approved the business combination or the other transaction in which the person became an interested stockholder; (ii) upon consummation of the transaction that resulted in the person becoming an interested stockholder, the person owned at least 85% of the voting stock of the corporation outstanding at the time the transaction commenced, excluding shares owned by persons who are directors or officers of the corporation and issued under employee stock plans under which employee participants do not have the right to determine confidentially whether shares held subject to the plan will be tendered in a tender or exchange offer; or (iii) on or subsequent to the date the person became an interested stockholder, the board of directors of the corporation approved the business combination and the stockholders of the corporation, other than the interested stockholder, authorized the transaction at an annual or special meeting of stockholders by the affirmative vote of at least 66 2/3 % of the outstanding stock of the corporation not owned by the interested stockholder.

Section 203 of the DGCL defines a “business combination” to include any of the following: (i) any merger or consolidation involving the corporation or any direct or indirect majority-owned subsidiary of the corporation and the interested stockholder; (ii) any sale, transfer, pledge or other disposition of 10% or more of the corporation's assets involving the interested stockholder; (iii) in general, any transaction that results in the issuance or transfer by the corporation of any of its stock of any class or series to the interested stockholder; (iv) any transaction involving the corporation that has the effect of increasing the proportionate share of its stock of any class or series owned by the interested stockholder; or the receipt by the interested stockholder of the benefit of any loans, advances, guarantees, pledges, or other financial benefits provided by or through the corporation.

In general, Section 203 defines an “interested stockholder” as: (i) any person who owns 15% or more of a corporation's outstanding voting stock; (ii) any person associated or affiliated with the corporation, who owns or within three years prior to the determination of interested stockholder status, did own, 15% or more of a corporation's outstanding voting stock; or (iii) the affiliates and associates of any such person.

Section 203 of the DGCL could depress our stock price and delay, discourage or prohibit transactions not approved in advance by our board of directors, such as takeover attempts that might result in a premium over the market price of our common stock.

48

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS

None.

LEGAL MATTERS

Our legal counsel, Sichenzia Ross Friedman and Ference, LLP, located at 61 Broadway, New York, NY 10006, is passing on the validity of the issuance of the common stock offered under this prospectus.

EXPERTS

Our financial statements as of and for the years ended December 31, 2007 and 2006, included in this prospectus, have been audited by Paritz & Company, independent registered public accountants, as stated in their report appearing herein and are so included herein in reliance upon the report of such firm given upon their authority as experts in accounting and auditing.

AVAILABLE INFORMATION

We have filed a registration statement on Form S-1 under the Securities Act of 1933 with the Securities and Exchange Commission with respect to the shares of our common stock offered through this prospectus. This prospectus is filed as a part of that registration statement and does not contain all of the information contained in the registration statement and exhibits. We refer you to our registration statement and each exhibit attached to it for a more complete description of matters involving us, and the statements we have made in this prospectus are qualified in their entirety by reference to these additional materials. You may inspect the registration statement and exhibits and schedules filed with the Securities and Exchange Commission at the Commission’s principal office in Washington, D.C.Copies of all or any part of the registration statement may be obtained from the Public Reference Section of the Securities and Exchange Commission, 100 F Street NE, Washington, D.C. 20549. Please call the Commission at 1-800-SEC-0330 for further information on the operation of the public reference rooms. The Securities and Exchange Commission also maintains a web site at http://www.sec.gov that contains reports, proxy statements and information regarding registrants that file electronically with the Commission. In addition, we will file electronic versions of our annual and quarterly reports on the Commission’s Electronic Data Gathering Analysis and Retrieval, or EDGAR System. Our registration statement and the referenced exhibits can also be found on this site as well as our quarterly and annual reports. We will not send the annual report to our shareholders unless requested by the individual shareholders.

49

VYCOR MEDICAL, INC.
(A Development Stage Company)
  
  
  
  
FINANCIAL STATEMENTS
WITH
INDEPENDENT AUDITORS’ REPORT
  
Years Ended December 31, 2007 and 2006

F-1

INDEPENDENT AUDITORS' REPORT

Board of Directors
Vycor Medical, Inc.
(A Development Stage Company)
Bohemia, New York

We have audited the accompanying balance sheets of Vycor Medical, Inc. (a development stage company) as of December 31, 2007 and 2006 and the related statements of operations, (stockholders’) members’ deficiency and cash flows for the years ended December 31, 2007 and 2006 and the period from inception (June 5, 2005) to December 31, 2007. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

As discussed in Note 1 to the financial statements, the Company’s recurring losses from operations raise substantial doubt about its ability to continue as a going concern. Management’s plans regarding these matters are also described in Note 1. The 2007 and 2006 financial statements do not include any adjustments that might result from the outcome of this uncertainty

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Vycor Medical, Inc. as of December 31, 2007 and 2006, and the results of its operations and its cash flows for the years then ended and the period from inception (June 5, 2005) to December 31, 2007 in conformity with accounting principles generally accepted in the United States of America.

Hackensack, New Jersey
February 7, 2008

F-2

VYCOR MEDICAL, INC.
(A Development Stage Company)
  
BALANCE SHEETS

	December 31,
	2007			2006
ASSETS
Current assets:
Cash and cash equivalents	$	15,739		$	112,992
Accounts receivable		2,565			—
Total current assets		18,304			112,992
Other assets:
Patents, net of accumulated amortization of $9,324 and $4,037		22,559			21,535
Website, net of accumulated amortization of $2,835 and $1,153		6,214			7,087
Organization costs, net of accumulated amortization of $38 and $0		1,084
Total other assets		29,857			28,622
Total assets	$	48,161		$	141,614
LIABILITIES AND STOCKHOLDERS’ (MEMBERS’) DEFICIENCY
Current liabilities:
Note payable — member	$	—		$	10,500
Accounts payable		300,994			280,900
Accrued liabilities		264			4,317
Total current liabilities		301,258			295,717
Long-term debt		439,500			172,500
Stockholders’ (members’) deficiency		(692,597	)		(326,603	)
Total liabilities and stockholders’ (members’) deficiency	$	48,161		$	141,614

 
 
See accompanying auditors’ report and notes to financial statements.

F-3

VYCOR MEDICAL, INC.
(A Development Stage Company)
  
STATEMENTS OF OPERATIONS

	Year Ended December 31, 2007			Year Ended December 31, 2006			From Inception (June 5, 2005) to December 31, 2007
Revenue	$	2,565		$	—		$	2,565
Operating expenses:
Research and development		5,885			158,823			267,830
General and administrative		454,071			353,136			889,473
Interest expense, net		14,879			—			14,879
Total operating expenses		474,835			511,959			1,174,747
Operating loss		(472,270	)		(511,959	)		(1,172,182	)
Basic and diluted loss per share	$	(0.03	)		Note 5			Note 5
Weighted average number of shares outstanding  — basic and diluted		18,197,352			Note 5			Note 5

 
 
See accompanying auditors’ report and notes to financial statements.

F-4

VYCOR MEDICAL, INC.
(A Development Stage Company)
  
STATEMENT OF STOCKHOLDER’S DEFICIENCY

	Stockholders’ (Members’) Capital			Common stock				Additional Paid in Capital		Accumulated Deficit			Total
				Shares		Amount
Balance January 1, 2006	$	101,690			—		—		—	$	(187,953	)	$	(86,263	)
Net loss		—			—		—		—		(511,959	)		(511,959	)
Members' contributions		245,000			—		—		—		—			245,000
Warrants issued for services		—			—		—		26,619		—			26,619
Balance December 31, 2006		346,690			—		—		26,619		(699,912	)		(326,603	)
Net loss		—			—		—		—		(472,270	)		(472,270	)
Members' contributions (before change in entity form)		96,040			—		—		—		—			96,040
Conversion of members' interests to common stock		(442,730	)		18,900,000		—		442,730		—			—
Warrants issued for services		—			—		—		10,236		—			10,236
		—			18,900,000		—	$	479,585	$	(1,172,182	)	$	(692,597	)

 
 
See accompanying auditors’ report and notes to financial statements.

F-5

VYCOR MEDICAL, INC.
(A Development Stage Company)
  
STATEMENTS OF CASH FLOWS

	Year Ended December 31, 2007			Year Ended December 31, 2006			From Inception (June 5, 2005) to December 31, 2007
Operating activities:
Net loss	$	(472,270	)	$	(511,959	)	$	(1,135,327	)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Depreciation and amortization		7,007			4,094			12,197
Warrants issued for services		10,236			26,619			36,855
Changes in operating assets and liabilities:
Accounts receivable		(2,565	)		—			(2,565	)
Accounts payable		20,094			187,966			300,994
Accrued liabilities		(4,053	)		627			264
Net cash used in operating activities		(441,551	)		(292,653	)		(824,437	)
Investing activities:
Acquisition of patents		(6,311	)		(14,233	)		(31,883	)
Acquisition of website		(809	)		(8,240	)		(9,049	)
Capitalized organizational costs		(1,122	)		—			(1,122	)
Net cash used in investing activities		(8,242	)		(22,473	)		(42,054	)
Financing activities:
Repayment of stockholder (member) loan		(10,500	)		—			(10,500	)
Proceeds from stockholders’ (members’) capital contributions		96,040			245,000			442,730
Proceeds from issuance of long term debt		267,000			173,000			450,000
Net cash provided by financing activities		352,540			418,000			882,230
Net increase (decrease) in cash and cash equivalents		(97,253	)		102,874			15,739
Cash and cash equivalents  — beginning of period		112,992			10,118			—
Cash and cash equivalents  — end of period	$	15,739		$	112,992		$	15,739
Supplemental disclosures of cash flow information:
Cash paid during the year for interest	$	—

 
 
See accompanying auditors’ report and notes to financial statements.

F-6

VYCOR MEDICAL, INC.
(A Development Stage Company)
  
NOTES TO FINANCIAL STATEMENTS
December 31, 2007

1. Significant Accounting Policies

Business Description

Vycor Medical, LLC, (the “Company”) was incorporated in June 2005 under the laws of the State of New York. The Company converted its entity form on August 15, 2007 from a Limited Liability Company to a C Corporation. The assets, liabilities and operations of the Company did not change pursuant to this reorganization, and the accompanying financial statements are presented as if the change occurred on the first day of the year. The Company’s business plan is to develop and market a commercially feasible surgical access system for sale to hospitals and medical professionals.

Uses of estimates in the preparation of financial statements

The preparation of financial statements in conformity with accounting principles generally accepted in the United States (“GAAP”) requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Currently, the Company’s only estimate is that of depreciation expense.

Simultaneous with its incorporation, the Company’s shareholders donated substantial intellectual property that will be utilized in the design of the Company’s principal product.

Going Concern

The Company’s financial statements have been presented on a basis that contemplates the realization of assets and the satisfaction of liabilities in the normal course of business and assumes the Company will continue as a going concern. The Company has incurred losses since its inception, including a net loss of $462,034 for the year ended December 31, 2007, and the Company expects to incur substantial additional losses, including additional development costs, costs related to clinical trials and manufacturing expenses. The Company has incurred negative cash flows from operations since inception. As of December 31, 2007, the Company had a stockholders’ deficiency of $676,818 and a cash and cash equivalents balance of $15,739. In these circumstances the Company believes it may not have enough cash to meet its various cash needs for the year ended 2008 unless the Company is able to obtain additional cash from the issuance of debt or equity securities. There is no assurance that additional funds from the issuance of equity will be available for the Company to finance its operations on acceptable terms. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. The financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the outcome of this uncertainty.

Research and Development

The Company expenses all research and development costs as incurred. For the years ended December 31, 2007 and 2006, the amounts charged to research and development expenses were $5,885 and $158,823, respectively.

Cash and cash equivalents

The Company considers all highly liquid debt investments with original maturities of three months or less when purchased to be cash equivalents. The carrying amounts approximate fair market value because of the short maturity.

The Company maintains cash balances at various financial institutions. Accounts at each institution are insured by the Federal Deposit Insurance Corporation up to $100,000. The Company's accounts at these institutions may, at times, exceed the Federally insured limits. The Company has not experienced any losses in such accounts.

F-7

VYCOR MEDICAL, INC.
(A Development Stage Company)
  
NOTES TO FINANCIAL STATEMENTS
December 31, 2007

1. Significant Accounting Policies  – (continued)

Fair Values of Financial Instruments

At December 31, 2007 and 2006, fair values of cash and cash equivalents, accounts payable, and convertible promissory notes approximate their carrying amount due to the short period of time to maturity.

Property and equipment

The Company records property and equipment at cost and calculates depreciation using the straight-line method over the estimated useful life of the assets, which is estimated to be between three and seven years.

Income taxes

The Company accounts for income taxes in accordance with SFAS 109, Accounting For Income Taxes. This statement prescribes the use of the liability method whereby deferred tax assets and liability account balances are determined based on differences between financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. The Company provides a valuation allowance, if necessary, to reduce deferred tax assets to their estimated realizable value.

2. Note Payable — Stockholder (Member)

The note payable stockholder (member) is non-interest bearing and due on demand.

3. Long-Term Debt

The long-term debt bears interest at a rate equal to the Applicable Federal Rate and is due on June 21, 2008. The holder of this debt has, among other, the right to convert the debt to a number of ownership units based on the valuation of the Company if the Company were to become publicly traded. It also contains warrants to purchase various percentages of units for a period of up to two years and contains other provisions to prevent anti-dilution and to remain as a senior obligation. The debt is collateralized by a security interest in the Company’s intellectual property.

4. Warrants

During the years ended December 31, 2007 and 2006, the Company issued warrants in connection with consulting and investment services provided to the Company. The fair values of these warrants were computed under the Black-Scholes model and were charged to operations in the year of issuance. The compensation expense recorded for the year ended December 31, 2007 and 2006 was $10,236 and $26,619 respectively.

5. Net Loss Per Share

SFAS No. 128, Earnings per Share, requires dual presentation of basic and diluted earnings or loss per share (“EPS”) for all entities with complex capital structures and requires a reconciliation of the numerator and denominator of the basic EPS computation to the numerator and denominator of the diluted EPS computation. Basic EPS excludes dilution; diluted EPS reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared in the earnings of the entity.

Basic loss per share is computed by dividing net loss applicable to common shareholders by the weighted average number of common shares outstanding during the period. Diluted loss per share reflects the potential dilution that could occur if dilutive securities and other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared in the earnings of the Company, unless the effect is to reduce a loss or increase earnings per share.

F-8

VYCOR MEDICAL, INC.
(A Development Stage Company)
  
NOTES TO FINANCIAL STATEMENTS
December 31, 2007

5. Net Loss Per Share  – (continued)

As of December 31, 2007 the Company has outstanding warrants and options that would, if exercised, result in the issuance of 13,745,497 in additional common shares. The fair value of these options and warrants in accordance with the Black Scholes valuation model is approximately $82,775. The effect of these options and warrants on earnings per share would be anti-dilutive so basic and diluted earnings are stated at the same amount.

As referred to in Note 1, the Company changed its entity form from a limited liability company to a corporation on August 15, 2007. Since a limited liability company does not have shares outstanding, no loss per share calculation can be made for the year ended December 31, 2006 or for the cumulative period from inception to December 31, 2007.

6. Commitments and Contingencies

The Company leases its office space on a month to month basis. Rental expense for the years ended December 31, 2007 and 2006 were $13,900 and $2,872, respectively.

F-9

PART II — INFORMATION NOT REQUIRED IN PROSPECTUS

Item 13. Other Expenses and Issuance and Distribution

Although we will receive no proceeds from the sale of shares pursuant to this prospectus, we have agreed to bear the costs and expenses of the registration of the shares. Our expenses in connection with the issuance and distribution of the securities being registered are estimated as follows:

SEC Registration Fee	$	87
Printing Expenses	$	—
Legal Fees and Expenses	$	55,000
Accountants’ Fees and Expenses	$	30,000
Blue Sky Fees and Expenses	$	2,000
Transfer Agent’ Fees	$	—
Miscellaneous Expenses	$	—
Total	$	87,087

All amounts are estimates other than the Securities and Exchange Commission’s registration fee. We are paying all expenses of the offering listed above. No portion of these expenses will be borne by the selling shareholders. The selling shareholders, however, will pay any other expenses incurred in selling their common stock, including any brokerage commissions or costs of sale.

Item 14. Indemnification of Directors and Officers

Under Section 145 of the General Corporation Law of the State of Delaware, we can indemnify our directors and officers against liabilities they may incur in such capacities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Our certificate of incorporation provides that, pursuant to Delaware law, our directors shall not be liable for monetary damages for breach of the directors' fiduciary duty of care to our company and our stockholders. This provision in the certificate of incorporation does not eliminate the duty of care, and in appropriate circumstances equitable remedies such as injunctive or other forms of non-monetary relief will remain available under Delaware law. In addition, each director will continue to be subject to liability for breach of the director's duty of loyalty to us or our stockholders, for acts or omissions not in good faith or involving intentional misconduct or knowing violations of the law, for actions leading to improper personal benefit to the director, and for payment of dividends or approval of stock repurchases or redemptions that are unlawful under Delaware law. The provision also does not affect a director's responsibilities under any other law, such as the federal securities laws or state or federal environmental laws.

Our bylaws provide for the indemnification of our directors to the fullest extent permitted by the Delaware General Corporation Law, or any other applicable law. Our bylaws further provide that we may modify the extent of such indemnification by individual contracts with its directors and officers.

We shall advance to any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he is or was a director or officer of the Company, or is or was serving at the request of the Company as a director or executive officer of another corporation, partnership, joint venture, trust or other enterprise, prior to the final disposition of the proceeding, promptly following request therefor, all expenses incurred by any director or officer in connection with such proceeding; provided, however, that if the Delaware General Corporation Law requires, an advancement of expenses incurred by a director or officer in his or her capacity as a director and officers (and not in any other capacity in which service was or is rendered by such indemnitee, including, without limitation, service to an employee benefit plan) shall be made only upon delivery to us of an undertaking (hereinafter an “undertaking”), by or on behalf of such indemnitee, to repay all amounts so advanced if it shall ultimately be determined by final judicial decision from which there is no further right to appeal (hereinafter a “final adjudication”) that such indemnitee is not entitled to be indemnified for such expenses under the bylaws or otherwise.

We have been advised that in the opinion of the Securities and Exchange Commission, insofar as indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers and controlling persons pursuant to the foregoing provisions, or otherwise, such indemnification is against public

II-1

policy as expressed in the Securities Act and is therefore unenforceable. In the event a claim for indemnification against such liabilities (other than the our payment of expenses incurred or paid by our director, officer or controlling person in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, we will, unless in the opinion of our counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question of whether such indemnification by us is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

We may enter into indemnification agreements with each of our directors and officers that are, in some cases, broader than the specific indemnification provisions permitted by Delaware law, and that may provide additional procedural protection. We have not entered into any indemnification agreements with our directors or officers, but may choose to do so in the future.

At present, there is no pending litigation or proceeding involving any of our directors, officers or employees in which indemnification is sought, nor are we aware of any threatened litigation that may result in claims for indemnification.

Item 15. Recent Sales of Unregistered Securities

Below is a list of securities sold by us within the past three years which were not registered under the Securities Act.

Name of Purchaser (Selling Stockholder)	Date of Sale	Title of Security	Amount of Securities Sold	Consideration
Kenneth Coviello	September 5, 2005	Common Stock	5,117,922	$7,000
Heather N. Jensen	September 5, 2005	Common Stock	5,117,922	$7,000
Sawmill Trust c/o Mitchell Greene, Robinson Brog Greene	September 5, 2005	Common Stock	5,117,922	$7,000
Steven Thuilot	November 10, 2005 February 3, 2006 March 1, 2006 April 13, 2006	Common Stock	534,939	$50,000
Dr. Michael Wayne	November 15, 2005	Common Stock	100,301	$25,000
Ed and Joanne Minder	November 10, 2005 January 18, 2006 March 15, 2006	Common Stock	267,469	$25,000
Larry Coviello	November 10,2005 January 18, 2006 March 19, 2006	Common Stock	281,859	$26,345
Robert Coviello	November 1, 2005 January 18, 2006 March 19, 2006	Common Stock	228,365	$21,345
Neal Clay	March 14, 2006	Common Stock	107,041	$10,000
Joan Pallateri	March 27, 2006	Common Stock	107,041	$10,000
Edwin Tironi	March 14, 2006	Common Stock	160,482	$15,000
Susan and Lambert Dahlin	March 24, 2006	Common Stock	160,482	$15,000
Prateek Parekh	April 10, 2006	Common Stock	40,120	$10,000
Goran Avdicevic	April 10, 2006	Common Stock	100,301	$25,000
Harpreet Anand	April 10, 2006	Common Stock	64,193	$16,000
Anirban Sen	April 10, 2006	Common Stock	60,181	$15,000
Joel R. Smart Living Trust	July 7, 2006	Common Stock	50,151	$12,500
Clarence A. Dahlin Living Trust	July 7, 2006	Common Stock	50,151	$12,500
Joel R. Smart Living Trust and Clarence A. Dahlin Living Trust	October 26, 2006	Common Stock	100,301	$25,000

II-2

Name of Purchaser (Selling Stockholder)	Date of Sale	Title of Security	Amount of Securities Sold	Consideration
GC Advisors	September 20, 2006 January 20, 2007	Common Stock	80,241	Professional Services
Kenneth Olson	April 18, 2007	Common Stock	100,301	$25,000
Feldstein Management	August 14, 2007	Common Stock	12,197	$3,040
Dr. David Langer	August 14, 2007	Common Stock	24,072	Professional Services
Vinas & Company	August 14, 2007	Common Stock	16,048	Professional Services
David Salomon	August 15, 2007 February 13, 2008	Common Stock	150,000 1,211,111	$150,000
MAC Strategic Advisors	November 15, 2007	Common Stock	40,000	Professional Services
George Kivotidis	November 15, 2007	Common Stock	100,000	$50,000
	March 10, 2008	Common Stock	263,158	$50,000
Christopher A. Vinas	January 23, 2008 February 26, 2008	Common Stock	263,158	$50,000
RES Holdings	February 26, 2008	Common Stock	23,683	Professional Services
LFI Investments Ltd	February 20, 2008	Common Stock	78,947	$10,000
Jay Berkow	February 20, 2008	Common Stock	52,632	$10,000
Vivek Bhaman	February 20, 2008	Common Stock	26,316	$5,000
Robert Braumann	February 20, 2008	Common Stock	26,316	$5,000
John A. Brown Jr.	February 20, 2008	Common Stock	52,632	$10,000
Vincent P. Carroll	February 20, 2008	Common Stock	26,316	$5,000
Robert A. Frazier	February 20, 2008	Common Stock	26,316	$5,000
Martin Keating	February 20, 2008	Common Stock	26,316	$5,000
Vicor F. Keen	February 20, 2008	Common Stock	78,947	$15,000
Robert M. Richards	February 20, 2008	Common Stock	26,316	$5,000
Joseph Roberts	February 20, 2008	Common Stock	26,316	$5,000
Thomas Romano	February 20, 2008	Common Stock	26,316	$5,000
Edward F. Sager, Jr.	February 20, 2008	Common Stock	26,316	$5,000
Mark Staples	February 20, 2008	Common Stock	26,316	$5,000
Neil Strauss	February 20, 2008	Common Stock	52,632	$10,000
Terry Tyson	February 20, 2008	Common Stock	52,632	$10,000
Geoffrey C Walker	February 20, 2008	Common Stock	26,316	$5,000
James Ward	February 20, 2008	Common Stock	26,316	$5,000
Jay S. Weiss	February 20, 2008	Common Stock	52,632	$10,000

Dr. Ezriel E. Kornel entered into a consulting agreement with us on January 10, 2006. Pursuant to the consulting agreement, in consideration for acting as our consultant, Dr. Kornel received options to acquire 240,720 shares of our common stock at a price of $.25 per share. The term of the agreement is for three years.

Dr. David Langer entered into an amended and restated consulting agreement with the Company on December 11, 2006. Pursuant to the agreement, Dr. Langer agreed to provide us certain consulting services, which include the role of our Chief Medical Advisor, assistance in the analysis, preparation, submission, publication and presentation of scientific data in relation to our research efforts ands ales and marketing efforts. In consideration of such consulting services, Dr. Langer received options to acquire 320,960 shares of the Company’s common stock at a price of $.25 per share. The agreement will terminate April 15, 2009.

Dr. Donald O’Rourke entered into a consulting agreement with us on January 18, 2008. Pursuant to the consulting agreement, Dr. O’Rourke shall provide consulting or advisory services on an as needed basis, to

II-3

guide us in making important strategic decisions and to evaluate our strategic plans and decisions, research and/or development activities and results, competitive positions and/or other scientific and/or technical issues. In consideration for providing such services, Dr. O’Rourke was granted an option to purchase 50,000 shares of the Company’s common stock at $.50 per share.

In consideration for providing consulting services to us, we granted to GC Advisors LLC two warrants to purchase an aggregate of 192,576 shares of our common stock each for a purchase price of $.135 per share. One warrant expires on January 9, 2009 and the other on January 9, 2010.

In consideration for being our strategic business advisor, we issued to Martin Magida a warrant to purchase up to 160,480 shares of our common stock at $.24 per share. The warrant is valid from September 1, 2007 for a period of five years.

In consideration for purchasing our stock of common shares, we issued to George Kivotidis a warrant to purchase up to 4,000 shares of our common stock at $.50 per share. The warrant is valid from November 6, 2007 for a period of three years.

In consideration for advisory services, we issued to Robert Guinta is a holder of a warrant to purchase up to 160,480 shares of the Company’s common stock at $.24 per share. The warrant is valid from September 1, 2007 for a period of five years.

Each of Kenneth Coviello and Heather Jensen entered into a stock option agreement with us dated February 15, 2008. Pursuant to the said stock option agreements, each of Kenneth Coviello and Heather Jensen was granted an option to purchase 500,000 shares of common stock of the Company at an exercise price of $.135 per share. The option shall vest 33 1/3% on each of the first, second and third anniversary of the grant and shall expire February 12, 2018.

On February 15, 2008, we entered into a transaction with Regent, whereby Regent agreed to invest $1,000,000 in the purchase of our Convertible Debentures—such investment to be made in two tranches of $500,000 each.

In connection with the investment by Regent, Fountainhead agreed to make additional investments totaling $300,000 in two tranches of $150,000 each concurrent with the Regent investments.

These Convertible Debentures have a term of one year and are convertible into shares of the our common stock at a price of approximately $.123 per share. If fully converted, the Convertible Debentures would result in the issuance of 5,652,954 shares to Regent and 3,017,409 shares to Fountainhead.

At the same time, approximately twenty smaller investors agreed to invest an additional approximately $140,000 in the purchase of shares of our common stock at approximately $.19 per share. The investment closed on or about February 20, 2008.

In connection with the investments by Regent, Fountainhead and the Concordia Investors and consultancy services provided, we issued a total of 523,747 shares of our common stock to The Concordia Group and 523,747 shares of our common stock to Sichenzia, Ross Friedman and Ference, LLP. Pursuant to the engagement letter with The Concordia Group dated January 18, 2008, in the event the Concordia Group provides further consultancy services in relation to further investments, we shall be issuing to The Concordia Group an additional 523,747 shares of our common stock.

On December 14, 2006, we entered into an Option Agreement with Fountainhead which granted to Fountainhead an option to invest up to $1,850,000 within three years from December 14, 2006 in exchange for up to 5,652,954 shares of our common stock and warrants to convert to 3,017,409 shares of our common stock.

In consideration of Regent agreeing to invest $1,000,000 in the purchase of our Convertible Debentures, Fountainhead executed an Assignment of Rights under Warrant and Under Option Agreement to assign to Regent 50% interest in Fountainhead’s rights, title and interest in the abovementioned Option Agreement and warrant. By reason of this assignment, Fountainhead assigned to Regent the rights under the warrant acquire 50% of the underlying securities issuable on exercise of the warrant and 50% of the rights to make future investment in the Company.

II-4

The securities issued in the abovementioned transactions were issued in connection with private placements exempt from the registration requirements of Section 5 of the Securities Act of 1933, as amended, pursuant to the terms of Section 4(2) of that Act and Rule 506 of Regulation D.

Item 16. Exhibits

Exhibit No.	Description
3.1	Certificate of Incorporation
3.2	Bylaws
3.3	6% Convertible Debenture No. 1 to Regent Private Capital, LLC
3.4	6% Convertible Debenture to Fountainhead Capital Partners Limited
3.5	Fountainhead Capital Partners Limited Warrant
3.6	Fountainhead Capital Partners Limited Bridge Loan Debenture
3.7	GC Advisors LLC Warrants
3.8	George Kivotidis Warrant dated November 6, 2007
3.9	Martin Magida Warrant dated September 1, 2007
3.10	Robert Guinta Warrant dated September 1, 2007
5.1	Opinion of Sichenzia Ross Friedman Ference LLC regarding legality of common stock being registered.
10.1	Fountainhead Capital Partners Limited Option Agreement
10.2	Convertible Debenture Purchase Agreement between Vycor Medical, Inc. and Regent Private Capital, LLC dated February 14, 2008
10.3	Convertible Debenture Purchase Agreement between Vycor Medical, Inc. and Fountainhead Capital Partners Limited
10.4	Stock Option Agreement with Heather N. Jensen dated February 15, 2008
10.5	Stock Option Agreement with Kenneth Coviello dated February 15, 2008
23.1	Consent of Sichenzia Ross Friedman Ference LLC (will be included in its legal opinion to be filed as Exhibit 5.1)
23.2	Consent of Paritz & Company for use of their report.

Item 17. Undertakings

(A) The undersigned Registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement to:

(i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

(ii) Reflect in the prospectus any facts or events which, individually or together, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

(iii) Include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.

(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities

II-5

offered therein, and the offering therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(B) Undertaking Required by Regulation S-B, Item 512(e).

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers or controlling persons pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel that the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue.

(C) Undertaking Required by Regulation S-B, Item 512(f)

The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the Registrant’s annual report pursuant to Section 13(a) or 15(d) of the Exchange Act of 1934 that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at the time shall be deemed to be the initial bona fide offering thereof.

(D) Undertaking pursuant to Item 512(g) of Regulation S-B

The undersigned registrant hereby undertakes that, for the purpose of determining liability under the Securities Act to any purchaser:

1. If the small business issuer is relying on Rule 430B (ss. 230. 430B of this chapter):

(i) Each prospectus filed by the undersigned small business issuer pursuant to Rule 424(b)(3) (ss. 230. 424(b)(3) of this chapter) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and

(ii) Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) (ss. 230. 424(b)(2), (b)(5), or (b)(7) of this chapter) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i),(vii), or (x) (ss. 230.415(a)(1)(i), (vii), or (x) of this chapter) for the purpose of providing the information required by section 10(a) of the Securities Act shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date; or

II-6

2. If the small business issuer is subject to Rule 430C (ss. 230. 430C of this chapter), include the following: Each prospectus filed pursuant to Rule 424(b)(ss. 230. 424(b) of this chapter) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A (ss. 230. 430A of this chapter), shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.

II-7

SIGNATURES

In accordance with the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-1 and authorized this registration statement to be signed on its behalf by the undersigned, in New York on March 17, 2008.

VYCOR MEDICAL, INC.

By: /s/ Kenneth T. Coviello
Kenneth T. Coviello
Chief Executive Officer and Director

By: /s/ Heather N. Jensen
Heather N. Jensen
President, Founder and Director

In accordance with the requirements of the Securities Act of 1933, this registration statement was signed by the following person in the capacities and date stated.

/s/ Kenneth T. Coviello Kenneth T. Coviello Chief Executive Officer and Director (Principal Executive Officer, Principal Financial Officer, Principal Accounting Officer)		March 17, 2008
/s/ Heather N. Jensen Heather N. Jensen President and Director		March 17, 2008
/s/ Pascale Mangiardi Pascale Mangiardi Director		March 17, 2008

EX-3.1

	PAGE 1
The First State

I, HARRIET SMITH WINDSOR, SECRETARY OF STATE OF THE STATE OF DELAWARE DO HEREBY CERTIFY THAT THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF CONVERSION OF A NEW YORK LIMITED LIABILITY COMPANY UNDER THE NAME OF "VYCOR MEDICAL LLC" TO A DELAWARE CORPORATION, CHANGING ITS NAME FROM "VYCOR MEDICAL LLC" TO "VYCOR MEDICAL, INC.", FILED IN THIS OFFICE ON THE FOURTEENTH DAY OF AUGUST, A.D. 2007, AT 7:49 O'CLOCK P.M.

A FILED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO THE NEW CASTLE COUNTY RECORDER OF DEEDS.

		Harriet Smith Windsor, Secretary of State
4407435    8100V		AUTHENTICATION: 5926977
070922171		DATE: 08-15-07

State of Delaware

Secretary of State

Division of Corporations

Delivered 11:07 PM 08/14/2007

FILED 07:49 PM 08/14/2007

SRV 070922171  -  4407435 FILE

STATEOFDELAWARE

CERTIFICATEOFCONVERSION

FROM A LIMITED LIABILITY COMPANY TO A

CORPORATION PURSUANT TO SECTION 265 OF

THE DELAWARE GENERAL CORPORATION LAW

1. The jurisdiction where the Limited Liability Company first formed is New York.

2. The jurisdiction immediately prior to filing this Certificate is New York.

3. The date the Limited Liability Company first formed is June 17, 2005.

4. The name of the Limited Liability Company immediately prior to filing this Certificate is Vycor Medical LLC.

5. The name of the Corporation as set forth in the Certificate of Incorporation is Vycor Medical, Inc.

IN WITNESS WHEREOF, the undersigned being duly authorized to sign on behalf of the converting Limited Liability Company have executed this Certificate on the 14^th day of August, 2007.

/s/Kenneth Coviello

Kenneth Coviello

Managing Member

	PAGE 2
The First State

I, HARRIET SMITH WINDSOR, SECRETARY OF STATE OF THE STATE OF DELAWARE DO HEREBY CERTIFY THAT THE ATTACHED IS A TRUE AND CORRECT COPY OF CERTIFICATE OF INCORPORATION OF "VYCOR MEDICAL, INC." FILED IN THIS OFFICE ON THE FOURTEENTH DAY OF AUGUST, A.D. 2007, AT 7:49 O'CLOCK P.M.

A FILED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO THE NEW CASTLE COUNTY RECORDER OF DEEDS.

		Harriet Smith Windsor, Secretary of State
4407435    8100V		AUTHENTICATION: 5926977
070922171		DATE: 08-15-07

State of Delaware

Secretary of State

Division of Corporations

Delivered 11:07 PM 08/14/2007

FILED 07:49 PM 08/14/2007

SRV 070922171  -  4407435 FILE

CERTIFICATE OF INCORPORATION

OF

VYCOR MEDICAL, INC.

(A Delaware Corporation)

I, the undersigned, for the purposes of incorporating and organizing a corporation under the General Corporation Law of the State of Delaware (the "DGCL"), do execute this Certificate of Incorporation and do hereby certify as follows:

FIRST. The name of the corporation is Vycor Medical, Inc. (the "Corporation").

SECOND. The address of the Corporation's registered office in the State of Delaware is Corporation Trust Company, 1209 Orange Street, Wilmington, DE 19801, County of New Castle. The name of its registered agent at such address is Corporation Trust Company.

THIRD. The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the DGCL.

FOURTH.

(a) Authorized Capital. The total number of shares of all classes of stock which the Corporation shall have authority to issue is 110,000,000, of which 100,000,000 shares, par value of $0.001 shall be designated as Common Stock ("Common Stock"), and 10,000,000 shares, par value of S0.001, shall be designated as Preferred Stock ("Preferred Stock").).

(b) Common Stock.

(i) Dividends. Subject to the rights, if any, of the holders of Preferred Stock with respect to the payment of dividends and the requirements, if any, with respect to the setting aside of sums as sinking funds or redemption or purchase accounts for the benefit of such holders and subject to any other conditions that may be fixed in or pursuant to the provisions of paragraph (c) of this Article Fourth, the holders of Common Stock shall be entitled to receive such dividends, if any, as may be declared from time to time by the Board of Directors on the Common Stock out of assets which are legally available therefor. Any such dividends shall be divided among the holders of the Common Stock on a pro rata basis.

(ii) Liquidation. In the event of any liquidation of the Corporation, after payment or provision for payment of the debts and liabilities of the Corporation and after distribution to the holders of Preferred Stock of the amounts fixed in or pursuant to the provisions of paragraph (c) of this Article Fourth, the holders of the Common Stock shall be entitled to receive all the remaining assets of the Corporation, tangible and intangible, of whatever kind available for distribution to stockholders. Any such assets shall be divided among the holders of Common Stock on a pro rata basis.

(iii) Voting. Except as may otherwise be required by law and subject to the rights of the holders of Preferred Stock fixed in or pursuant to paragraph (c) of this Article Fourth, each holder of Common Stock shall have one vote for each share of Common Stock held by such holder on each matter submitted to a vote of the stockholders.

(c) Preferred Stock.

(i) General. Shares of the Preferred Stock may be issued from time to time in one or more series, the shares of each series to have any designations and powers, preferences and rights, and qualifications, limitations and restrictions thereof, as are stated and expressed in any resolution or resolutions providing for the issue of such series adopted by the Board of Directors as hereinafter prescribed (a "Preferred Stock Designation").

(ii) Authority of Board of Directors; Preferred Stock Designation. Authority is hereby expressly granted to and vested in the Board of Directors to authorize the issuance of the Preferred Stock from time to time in one or more series, and with respect to each series of the Preferred Stock, to fix and state by the resolution or resolutions from time to time adopted providing for the issuance thereof the following:

(1) whether or not the series is to have voting rights, full, special or limited, or is to be without voting rights, and whether or not such series is to be entitled to vote as a separate class either alone or together with the holders of one or more other classes or series of stock;

(2) the number of shares to constitute the series and the designations thereof;

(3) the preferences and relative, participating, optional, or other special rights, if any, and the qualifications, limitations or restrictions thereof, if any, with respect to any series;

(4) whether or not the shares of any series shall be redeemable at the option of the Corporation or the holders thereof or upon the happening of any specified event, and, if redeemable, the redemption price or prices (which may be payable in the form of cash, notes, securities or other property), and the time or times at which and the terms and conditions upon which such shares shall be redeemable and the manner of redemption;

(5) whether or not the shares of a series shall be subject to the operation of retirement or sinking funds to be applied to the purchase or redemption of such shares for retirement, and, if such retirement or sinking fund or funds are to be established, the periodic amount thereof, and the terms and provisions relative to the operation thereof;

(6) the dividend rate, whether dividends are payable in cash, stock of the Corporation or other property, the conditions upon which and the times when such dividends are payable, the preference to or the relation to the payment of dividends payable on any other class or classes or series of stock, whether or not such dividends shall be cumulative or noncumulative, and if cumulative, the date or dates from which such dividends shall accumulate;

(7) the preferences, if any, and the amounts thereof which the holders of any series thereof shall be entitled to receive upon the voluntary or involuntary dissolution of, or upon any distribution of the assets of, the Corporation;

(8) whether or not the shares of any series, at the option of the Corporation or the holder thereof or upon the happening of any specified event, shall be convertible into or exchangeable for the shares of any other class or classes or of any other series of the same or any other class or classes of stock, securities or other property of the Corporation and the conversion price or prices or ratio or ratios or the rate or rates at which such conversion or exchange may be made, with such adjustments, if any, as shall be stated and expressed or provided for in such resolution or resolutions; and

(9) any other special rights and protective provisions with respect to any series that the Board of Directors may deem advisable.

(iii) Separate Series; Increase or Decrease in Authorized Shares. The shares of each series of Preferred Stock may vary from the shares of any other series thereof in any or ail of the foregoing respects and in any other manner. The Board of Directors may increase the number of shares of Preferred Stock designated for any existing series by a resolution adding to such series authorized and unissued shares of Preferred Stock not designated for any other series. Unless otherwise provided in the Preferred Stock Designation, the Board of Directors may decrease the number of shares of Preferred Stock designated for any existing series by a resolution subtracting from such series authorized and unissued shares of Preferred Stock designated for such existing series, and the shares so subtracted shall become authorized, unissued and undesignated shares of Preferred Stock.

(d) General.

(i) Subject to the foregoing provisions of this Certificate of Incorporation, the Corporation may issue shares of Preferred Stock and Common Stock from time to time for such consideration (not less than the par value thereof) as may be fixed by the Board of Directors, which is expressly authorized to fix the same in its absolute discretion. Shares so issued for which the consideration shall have been paid or delivered to the Corporation shall be deemed fully paid stock and shall not be liable to any further call or assessment thereon, and the holders of such shares shall not be liable for any further payments in respect of such shares.

(ii) Subject to the provisions of this Certificate of Incorporation, the Corporation shall have authority to create and issue rights and options entitling their holders to purchase shares of the capital stock of the Corporation of any class or series or other securities of the Corporation, and such rights and options shall be evidenced by instrument approved by the Board of Directors. The Board of Directors shall be empowered to set the exercise price, duration, times for exercise and other terms of such rights or options.

(iii) No stockholder of the Corporation shall by reason of his or her holding shares of any class of capital stock of the Corporation have any preemptive or preferential right to acquire or subscribe for any additional, unissued or treasury shares (whether now or hereafter acquired) of any class of capital stock of the Corporation now or hereafter to be authorized, or any notes, debentures, bonds or other securities convertible into or carrying any right, option or warrant to subscribe for or acquire shares of any class of capital stock of the Corporation now or hereafter to be authorized, whether or not the issuance of any such shares or such notes, debentures, bonds or other securities would adversely affect the dividends or voting or other rights of that stockholder.

(iv) Cumulative voting of shares of any capital stock having voting rights shall not be permitted.

FIFTH. The name and mailing address of the incorporator is Robert L. B. Diener, 122 Ocean Park Blvd., Suite 307, Santa Monica, CA 90405.

SIXTH. The Board of Directors is authorized to adopt, amend or repeal bylaws of the Corporation.

SEVENTH. Elections of directors need not be by written ballot except and to the extent provided in the Bylaws.

EIGHTH.

(a) The number of directors of the Corporation shall be not less than three, the exact number of which and the method by which the directors shall be elected shall be as set forth in the Bylaws.

(b) Any vacancies on the Board of Directors shall be filled by the holders of Common Stock or by directors elected by the holders of Common Stock in the manner provided for in the Bylaws.

(c) Any director or the entire Board of Directors may be removed, with or without cause, by the holders of a majority of the voting power of the outstanding shares of the Common Stock.

NINTH. A director of the Corporation shall not be liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except to the extent that such exemption from liability or limitation thereof is not permitted under the DGCL as currently in effect or as the same may hereafter be amended. If the DGCL is hereafter amended to eliminate or limit further the liability of a director, then, in addition to the elimination and limitation of liability provided by the preceding sentence, the liability of each director shall be eliminated or limited to the fullest extent permitted by the DGCL as so amended. Any amendment, modification or repeal of this Article Ninth shall be prospective only and shall not adversely affect any right or protection of a director of the Corporation that exists at the time of such amendment, modification or repeal.

TENTH. The Corporation shall indemnify and hold harmless, including the advancement of expenses, to the fullest extent permitted by applicable law as it presently exists or may hereafter be amended, and in accordance with the Bylaws, any person who was or is made or is threatened to be made a party or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he or she, or a person for whom he or she is the legal representative, is or was a director or officer of the Corporation or, while a director or officer of the Corporation, is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust, enterprise or nonprofit entity, including service with respect to employee benefit plans maintained or sponsored by the Corporation (a "Covered Person") (including the heirs, executors, administrators and estate of such Covered Person), against all liability and loss suffered and expenses (including attorneys' fees) reasonably incurred by such Covered Person. The Corporation may, to the extent authorized from time to time by the Board, grant rights to indemnification and to the advancement of expenses to any employee or agent of the Corporation to the fullest extent of the provisions of this Article Tenth with respect to the indemnification and advancement of expenses of directors and officers of the Corporation. Without limiting the generality or the effect of the foregoing, the Corporation may enter into one or more agreements with any person that provide for indemnification greater or different than that provided in this Article Tenth. No amendment or repeal of this Article Tenth shall adversely affect any right or protection existing hereunder or pursuant hereto immediately prior to such amendment or repeal.

IN WITNESS WHEREOF, I have signed this Certificate of Incorporation this 14th day of August, 2007.

/s/ Robert L.B. Diener

Robert L. B. Diener

Incorporator

EX-3.2

BYLAWS OF

VYCOR MEDICAL, INC.

(A Delaware Corporation)

ARTICLE I

STOCKHOLDERS

Section 1.1. Annual Meetings. If required by applicable law, an annual meeting of the holders of Common Stock shall be held each year during the month of February or such other month as may be designated by the board of directors (the “Board of Directors”) on such date and at such time and place, if any, either within or outside the State of Delaware, as may be designated by the Board of Directors from time to time. At such meeting, the holders of the Common Stock shall elect the Board of Directors and shall transact such other business as may be brought properly before the meeting. Holders of non-voting stock may be invited, and to the extent there is a matter on which such holders are entitled to vote, such holders shall be invited to attend the annual meeting, but shall not vote except with respect to matters on which their vote is required by the General Corporation Law of the State of Delaware, as it may be amended (the “DGCL”) or the certificate of incorporation of the Corporation, as it may be amended (the “Certificate of Incorporation”).

Section 1.2. Special Meetings.

1.2.1. Special meetings of stockholders entitled to vote at such meeting may be called at any time by the Chairman of the Board of Directors, the President (if he/she is also a member of the Board of Directors) or the Board of Directors, to be held at such date, time and place, if any, either within or outside the State of Delaware as may be determined by such person or persons calling the meeting and stated in the notice of the meeting. A special meeting shall be called by the President or the Secretary upon one or more written demands (which shall state the purpose or purposes therefore) signed and dated by the holders of shares representing not less than twenty percent of all votes entitled to be cast on any issue(s) that may be properly proposed to be considered at the special meeting. If no place is designated in the notice, the place of the meeting shall be the principal office of the Corporation.

1.2.2. Business transacted at any special meeting of stockholders shall be limited to the purpose or purposes stated in the notice of such meeting.

Section 1.3. Notice of Meetings. Whenever stockholders are required or permitted to take any action at a meeting, a notice of the meeting stating the place, if any, date and hour of the meeting, and the means of remote communications, if any, by which stockholders and proxy holders may be deemed to be present in person and vote at such meeting and, in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be given to each stockholder entitled to vote at such meeting. Unless otherwise provided by law, the Certificate of Incorporation or these Bylaws, the notice of any meeting shall be given not less than ten nor more than sixty days before the date of the meeting to each stockholder entitled to vote at such meeting. If mailed, such notice shall be deemed to be given when deposited in the United States mail, postage prepaid, directed to the stockholder at such stockholder’s address as it appears on the records of the Corporation.

Section 1.4. Adjournments. Any meeting of stockholders, annual or special, may be adjourned from time to time, to reconvene at the same or some other place, and notice need not be given of any such adjourned meeting if the time, place thereof, if any, and the means of remote communications, if any, by which stockholders and proxy holders may be deemed to be present in person and vote at such adjourned meeting are announced at the meeting at which the adjournment is taken. At the adjourned meeting the Corporation may transact any business which might have been transacted at the original meeting. If the adjournment is for more than thirty days, or if after the adjournment a new record date is fixed for the adjourned meeting, notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting.

Section 1.5. Quorum. At each meeting of stockholders, except where otherwise provided by law or the Certificate of Incorporation or these Bylaws, the holders of a majority in voting power of the outstanding shares of stock entitled to vote on a matter at the meeting, present in person or represented by proxy, shall constitute a quorum. Shares entitled to vote as a separate class or series may take action on a matter at a meeting only if a quorum of those shares is present. For purposes of the foregoing, where a separate vote by class or classes or a series or multiple series is required for any matter, the holders of a majority in voting power of the outstanding shares of such class or classes or a series or multiple series, present in person or represented by proxy, shall constitute a quorum to take action with respect to that vote on that matter. In the absence of a quorum of the holders of any class or series of stock entitled to vote on a matter, the holders of such class or series so present or represented may, by majority vote, adjourn the meeting of such class or series with respect to that matter from time to time in the manner provided by Section 1.4 of these Bylaws until a quorum of such class or series shall be so present or represented. Shares of its own capital stock belonging on the record date for the meeting to the Corporation or to another corporation, if a majority of the shares entitled to vote in the election of directors of such other corporation is held, directly or indirectly, by the Corporation, shall neither be entitled to vote nor be counted for quorum purposes; provided, however, that the foregoing shall not limit the right of the Corporation or any subsidiary of the Corporation to vote stock, including but not limited to its own stock, held by it in a fiduciary capacity.

Section 1.6. Organization.

1.6.1. The chairman of the annual or any special meeting of the stockholders shall be the Chairman of the Board of Directors, or in the absence of the Chairman, any person designated by the Board of Directors. The Secretary, or in the absence of the Secretary, an Assistant Secretary, shall act as the secretary of the meeting, but in the absence of the Secretary and any Assistant Secretary, the chairman of the meeting may appoint any person to act as secretary of the meeting.

1.6.2. The order of business at each such meeting shall be as determined by the chairman of the meeting. The chairman of the meeting shall have the right and authority to prescribe such rules, regulations and procedures and to do all such acts and things as are necessary or desirable for the proper conduct of the meeting, including, without limitation, the adjournment of any meeting, the establishment of procedures for the maintenance of order and safety, limitations on the time allotted to questions or comments on the affairs of the Corporation, restrictions on entry to such meeting after the time prescribed for the commencement thereof and the opening and closing of the voting polls. The chairman of the meeting shall have absolute authority over matters of procedure and there shall be no appeal from the ruling of the chairman.

1.6.3. If disorder shall arise that prevents continuation of the legitimate business of the meeting, the chairman may announce the adjournment of the meeting and quit the chair and upon the chairman so doing the meeting is immediately adjourned.

1.6.4. The chairman may ask or require that anyone who is not a bona fide stockholder or proxyholder leave the meeting.

2

Section 1.7. Inspectors. Prior to any meeting of stockholders, the Board of Directors may, and shall if required by law, appoint one or more inspectors to act at such meeting and make a written report thereof and may designate one or more persons as alternate inspectors to replace any inspector who fails to act. If no inspector or alternate is able to act at the meeting of stockholders, the person presiding at the meeting may, and shall if required by law, appoint one or more inspectors to act at the meeting. The inspectors need not be stockholders of the Corporation, and any director or officer of the Corporation may be an inspector on any matter other than a vote for or against such director’s or officer’s election to any position with the Corporation or on any other matter in which such officer or director may be directly interested. Each inspector, before entering upon the discharge of his or her duties, shall take and sign an oath faithfully to execute the duties of inspector with strict impartiality and according to the best of his or her ability. The inspectors shall ascertain the number of shares outstanding and the voting power of each, determine the shares represented at the meeting and the validity of proxies and ballots, count all votes and ballots, determine and retain for a reasonable period a record of the disposition of any challenges made to any determination by the inspectors and certify their determination of the number of shares represented at the meeting and their count of all votes and ballots. The inspectors may appoint or retain other persons to assist them in the performance of their duties. The date and time of the opening and closing of the polls for each matter upon which the stockholders will vote at a meeting shall be announced at the meeting. No ballot, proxy or vote, nor any revocation thereof or change thereto, shall be accepted by the inspectors after the closing of the polls. In determining the validity and counting of proxies and ballots cast at any meeting of stockholders of the Corporation, the inspectors may consider such information as is permitted by applicable law.

Section 1.8. Voting; Proxies; Nominations; Stockholder Proposals.

1.8.1. Unless otherwise provided in the Certificate of Incorporation, each stockholder entitled to vote at any meeting of stockholders shall be entitled to one vote for each share of stock held by such stockholder which has voting power upon the matter in question. Each stockholder entitled to vote at a meeting of stockholders or to express consent or dissent to corporate action in writing without a meeting may authorize another person or persons to act for such stockholder by proxy, but no such proxy shall be voted or acted upon after three years from its date, unless the proxy provides for a longer period. A duly executed proxy shall be irrevocable if it states that it is irrevocable and if, and only as long as, it is coupled with an interest sufficient in law to support an irrevocable power, regardless of whether the interest with which it is coupled is an interest in the stock itself or an interest in the Corporation generally. A stockholder may revoke any proxy which is not irrevocable by attending the meeting and voting in person or by filing an instrument in writing revoking the proxy or another duly executed proxy bearing a later date with the Secretary of the Corporation. Voting at meetings of stockholders need not be by written ballot unless the holders of a majority of the outstanding shares of all classes of stock entitled to vote thereon present in person or represented by proxy at such meeting shall so determine. Except where applicable law, the Certificate of Incorporation or these Bylaws require a different vote, if a quorum exists, action on a matter other than the election of directors is approved if the votes cast favoring the action exceed the votes cast opposing the action. In an election of directors, a plurality of the votes of the shares present in person or represented by proxy at a meeting and entitled to vote for directors is required in order to elect a director.

1.8.2. The voting rights of shares of Common Stock shall only be as required by applicable law or the Certificate of Incorporation.

1.8.3. Nomination of persons to stand for election to the Board of Directors at any annual or special stockholders meeting may be made by the holders of the Corporation’s Common Stock only if written notice of such stockholder’s intent to make such nomination has been given to the Secretary of the Company not later than 30 days prior to the meeting.

1.8.4. At any meeting of stockholders, a resolution or motion shall be considered for vote only if the proposal is brought properly before the meeting, which shall be determined by the chairman of the meeting in accordance with the following provisions:

1.8.4.1 Notice required by these Bylaws and by all applicable federal or state statutes or regulations shall have been given to, or waived by, all stockholders entitled to vote on such proposal. In the event notice periods of different lengths apply to the same proposed action under different laws or regulations, appropriate notice shall be deemed given if there is compliance with the greater of all applicable notice requirements.

3

1.8.4.2  Proposals may be made by the Board of Directors as to matters affecting holders of any class of stock issued by the Corporation. Proposals may also be made by the holders of shares of Common Stock.

1.8.4.3  Any proposal made by the Board of Directors or the holders of shares of Common Stock may be made at any time prior to or at the meeting if only the holders of Common Stock are entitled to vote thereon.

1.8.4.4  Holders of Common Stock may only make a proposal with respect to which such holders are entitled to vote. Any proposal on which holders of Common Stock are entitled to vote and concerning which proxies may be solicited by the proponent or by management shall be filed with the Secretary by such dates as may be required by the federal securities proxy rules promulgated by the Securities and Exchange Commission.

1.8.4.5  Any stockholder who gives notice of any stockholder proposal shall deliver therewith the text of the proposal to be presented and a brief written statement of the reasons why such stockholder favors the proposal and setting forth such stockholder’s name and address, the number and class of all shares of each class of stock of the Corporation beneficially owned by such stockholder and any financial interest of such stockholder in the proposal (other than as a stockholder).

Section 1.9. Fixing Date for Determination of Stockholders of Record.

1.9.1. In order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, the Board of Directors may fix a record date, which record date shall not be more than sixty nor less than ten days before the date of such meeting. If no record date is fixed by the Board of Directors, the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting.

1.9.2. In order that the Corporation may determine the stockholders entitled to consent to corporate action in writing without a meeting, the Board of Directors may fix a record date, which record date shall not be more than ten days after the date upon which the resolution fixing the record date is adopted by the Board of Directors. If no record date has been fixed by the Board of Directors, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting, when no prior action by the Board of Directors is required by law, shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the Corporation by delivery to its registered office in the State of Delaware, its principal place of business, or an officer or agent of the Corporation having custody of the book in which proceedings of meetings of stockholders are recorded. Delivery made to the Corporation’s registered office shall be by hand or by certified or registered mail, return receipt requested. If no record date has been fixed by the Board of Directors and prior action by the Board of Directors is required by law, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting shall be at the close of business on the day on which the Board of Directors adopts the resolution taking such prior action.

4

1.9.3. In order that the Corporation may determine the stockholders entitled to receive payment of any dividend or other distribution or allotment of any rights or the stockholders entitled to exercise any rights in respect of any change, conversion or exchange of stock, or for the purpose of any other lawful action, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted, and which record date shall be not more than sixty days prior to such action. If no record date is fixed, the record date for determining stockholders for any such purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto.

Section 1.10. List of Stockholders Entitled to Vote. The officer who has charge of the stock ledger shall prepare and make, at least ten (10) days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting at least ten (10) days prior to the meeting (i) on a reasonably accessible electronic network, provided that the information required to gain access to such list is provided with the notice of meeting or (ii) during ordinary business hours at the principal place of business of the Corporation. The list of stockholders must also be open to examination at the meeting as required by applicable law. Except as otherwise provided by law (a) the stock ledger shall be the only evidence as to who are the stockholders entitled by this Section 1.10 to examine the list of stockholders required by this Section 1.10 or to vote in person or by proxy at any meeting of stockholders and (b) failure to prepare or make available the list of stockholders shall not affect the validity of actions taken at the meeting.

Section 1.11. Consent of Stockholders in Lieu of Meeting. Unless otherwise restricted by the Certificate of Incorporation, any action required or permitted to be taken at any annual or special meeting of the stockholders may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted and shall be delivered to the Corporation by delivery to its registered office in the State of Delaware, its principal place of business, or an officer or agent of the Corporation having custody of the book in which minutes of proceedings of stockholders are recorded. Delivery made to the Corporation’s registered office shall be by hand or by certified or registered mail, return receipt requested. Every written consent shall bear the date of signature of each stockholder who signs the consent and no written consent shall be effective unless, within sixty days of the earliest dated consent delivered to the Corporation in the manner provided by the previous sentence, written consents signed by a sufficient number of holders to take action are delivered to the Corporation in the manner provided by the previous sentence. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall, to the extent required by law, be given to those stockholders who have not consented in writing and who, if the action had been taken at a meeting, would have been entitled to notice of the meeting if the record date for such meeting had been the date that written consents signed by a sufficient number of holders to take the action were delivered to the Corporation.

Section 1.12. Meeting by Remote Communication. If authorized by the Board of Directors in its sole discretion, and subject to such guidelines and procedures as the Board of Directors may adopt, stockholders and proxyholders not physically present at a meeting of stockholders may, by means of remote communication: (a) participate in a meeting of stockholders; and (b) be deemed present in person and vote at a meeting of stockholders whether such meeting is to be held at a designated place or solely by means of remote communication, provided that (i) the Corporation shall implement reasonable measures to verify that each person deemed present and permitted to vote at the meeting by means of remote communication is a stockholder or proxyholder, (ii) the Corporation shall implement reasonable measures to provide such stockholders and proxyholders a reasonable opportunity to participate in the meeting and to vote on matters submitted to the stockholders, including an opportunity to read or hear the proceedings of the meeting substantially concurrently with such proceedings, and (iii) if any stockholder or proxyholder votes or takes other action at the meeting by means of remote communication, a record of such vote or other action shall be maintained by the Corporation.

5

ARTICLE II

BOARD OF DIRECTORS

Section 2.1. Powers; Number; Qualifications. The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors, except as may be otherwise provided by law or in the Certificate of Incorporation. The Board of Directors shall consist of not less than one member, the number thereof to be determined from time to time by resolution of the Board of Directors. Directors must be natural persons at least eighteen years of age but need not be stockholders of the Corporation.

Section 2.2. Election; Term of Office; Resignation; Removal; Newly Created Directorships; Vacancies; Director Emeritus.

2.2.1. Election; Term of Office. The Board of Directors shall be elected at each annual meeting of stockholders by the holders of the Common Stock. Each director shall hold office until his or her successor is elected and qualified or until his or her death, earlier resignation, removal or disqualification.

2.2.2. Resignation. Any director may resign at any time upon notice to the Board of Directors or to the President or the Secretary of the Corporation. Such resignation shall take effect at the time specified therein, and unless otherwise specified therein, no acceptance of such resignation shall be necessary to make it effective.

2.2.3. Removal. Any director or the entire Board of Directors may be removed, with or without cause, by holders of a majority of the voting power of the outstanding shares of the Common Stock. A vacancy on the Board of Directors caused by any such removal may be filled by a vote of 66 2/3 percent of the directors at any time before the end of the unexpired term.

2.2.4. Newly Created Directorships; Vacancies. Unless otherwise provided in the Certificate of Incorporation or these Bylaws, newly created directorships resulting from any increase in the authorized number of directors between annual meetings shall be filled by the affirmative vote of a majority of the remaining members of the Board of Directors even if the remaining directors constitute less than a quorum. A director elected to fill a vacancy shall be elected for the unexpired term of such director’s predecessor in office.

Section 2.3. Annual and Regular Meetings. The Board of Directors shall hold its annual meeting without notice on the same day and the same place as, but just following, the annual meeting of the holders of Common Stock, or at such other date, time and place as may be determined by the Board of Directors. Regular meetings of the Board of Directors shall be held without notice at such dates, times and places as may be determined by the Board of Directors by resolution.

Section 2.4. Special Meetings; Notice.

2.4.1. Special meetings of the Board of Directors may be held, with proper notice, upon the call of the Chairman of the Board of Directors or by at least two members of the Board of Directors at such time and place as specified in the notice.

2.4.2. Notice of the date, time and place of each special meeting of the Board of Directors shall be given to each director at least 24 hours prior to such meeting. The notice of a special meeting of the Board of Directors need not state the purposes of the meeting. Notice to each director of any special meeting may be given in person; by telephone, telegraph, teletype, electronically transmitted facsimile, or other means of wire or electronic transmission; or by mail or private carrier. Oral notice to a director of any special meeting is effective when communicated. Written notice to a director of any special meeting is effective at the earliest of: (i) the date received; (ii) five days after it is mailed; or (iii) the date shown on the return receipt if mailed by registered or certified mail, return receipt requested, if the return receipt is signed by or on behalf of the director to whom the notice is addressed.

6

Section 2.5. Participation in Meetings by Conference Telephone Permitted. Unless otherwise restricted by the Certificate of Incorporation or these Bylaws, directors or members of any committee designated by the Board of Directors may participate in a meeting of the Board of Directors or of such committee, as the case may be, by means of conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting pursuant to this Bylaw shall constitute presence in person at such meeting.

Section 2.6. Quorum; Vote Required for Action. At all meetings of the Board of Directors a majority of the directors then in office shall constitute a quorum for the transaction of business at such meeting. The vote of a majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors. In case at any meeting of the Board of Directors a quorum shall not be present, a majority of the directors present may, without notice other than announcement at the meeting, adjourn the meeting from time to time until a quorum can be obtained.

Section 2.7. Organization. The Board of Directors shall elect a Chairman of the Board of Directors from among its members. If the Board of Directors deems it necessary, it may elect a Vice-Chairman of the Board of Directors from among its members to perform the duties of the Chairman of the Board of Directors in such chairman’s absence and such other duties as the Board of Directors may assign. The Chairman of the Board of Directors or, in his absence, the Vice-Chairman of the Board of Directors, or in his absence, any director chosen by a majority of the directors present, shall act as chairperson of the meetings of the Board of Directors. The Secretary, any Assistant Secretary, or any other person appointed by the chairperson shall act as secretary of each meeting of the Board of Directors.

Section 2.8. Action by Directors Without a Meeting. Unless otherwise restricted by the Certificate of Incorporation or these Bylaws, any action required or permitted to be taken at any meeting of the Board of Directors, or of any committee thereof, may be taken without a meeting if all members of the Board of Directors or of such committee, as the case may be, consent thereto in writing or by electronic transmission and the writing or writings or electronic transmission are filed with the minutes of proceedings of the Board of Directors or committee. Such filings shall be in paper form if the minutes are maintained in paper form and shall be in electronic form if the minutes are maintained in electronic form.

Section 2.9. Compensation of Directors. Unless otherwise restricted by the Certificate of Incorporation or these Bylaws, the Board of Directors shall determine and fix the compensation, if any, and the reimbursement of expenses which shall be allowed and paid to the directors. Nothing herein contained shall be construed to preclude any director from serving the Corporation in any other capacity or any of its subsidiaries in any other capacity and receiving proper compensation therefore.

ARTICLE III

COMMITTEES

Section 3.1. Committees. The Board of Directors may, by a vote of the majority of the directors then in office, designate one or more committees, each committee to consist of one or more of the directors of the Corporation. The Board of Directors may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of a member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not such member or members constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member. Any such committee, to the extent permitted by law and provided in the resolution of the Board of Directors or in these Bylaws, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation, and may authorize the seal of the Corporation to be affixed to all papers which may require it.

7

Section 3.2. Committee Rules. Unless the Board of Directors otherwise provides, each committee designated by the Board of Directors may adopt, amend and repeal rules for the conduct of its business. In the absence of a provision by the Board of Directors or a provision in the rules of such committee to the contrary, a majority of the entire authorized number of members of such committee shall constitute a quorum for the transaction of business, the vote of a majority of the members present at a meeting at the time of such vote if a quorum is then present shall be the act of such committee, and in other respects each committee shall conduct its business in the same manner as the Board of Directors conducts its business pursuant to Article II of these Bylaws. Each committee shall prepare minutes of its meetings which shall be delivered to the Secretary of the Corporation for inclusion in the Corporation’s records.

ARTICLE IV

OFFICERS

Section 4.1. Officers; Election. The Board of Directors shall, annually or at such times as the Board of Directors may designate, appoint a President, a Secretary and a Treasurer, and elect from among its members a Chairman. The Board of Directors may also appoint one or more Vice Presidents, one or more Assistant Vice Presidents, one or more Assistant Secretaries, and one or more Assistant Treasurers and such other officers as the Board of Directors may deem desirable or appropriate and may give any of them such further designations or alternate titles as it considers desirable. The Board of Directors may delegate, by specific resolution, to an officer the power to appoint other specified officers or assistant officers. Any number of offices may be held by the same person unless the Certificate of Incorporation or these Bylaws provide otherwise. Each officer shall be a natural person who is eighteen years of age or older.

Section 4.2. Term of Office; Resignation; Removal; Vacancies. Unless otherwise provided in the resolution of the Board of Directors appointing any officer, each officer shall hold office until the next annual meeting of the Board of Directors at which his or her successor is appointed and qualified or until his or her earlier resignation or removal. Any officer may resign at any time upon notice given in writing or by electronic transmission to the Corporation. Such resignation shall take effect at the time specified therein, and unless otherwise specified therein no acceptance of such resignation shall be necessary to make it effective. The Board of Directors may remove any officer with or without cause at any time. Any such removal shall be without prejudice to the contractual rights of such officer, if any, with the Corporation, but the appointment of an officer shall not of itself create contractual rights. The Board of Directors may also delegate to an officer the power to remove other specified officers or assistant officers. Any vacancy occurring in any office of the Corporation by death, resignation, removal or otherwise may be filled by the Board of Directors. An officer appointed to fill a vacancy shall serve for the unexpired term of such officer’s predecessor, or until such officer’s earlier death, resignation or removal.

Section 4.3. Temporary Delegation of Duties. In the case of the absence of any officer, or his inability to perform his duties, or for any other reason deemed sufficient by the Board of Directors, the Board of Directors may delegate the powers and duties of such officer to any other officer or to any director temporarily, provided that a majority of the directors then in office concur and that no such delegation shall result in giving to the same person conflicting duties.

Section 4.4. Chairman. The Chairman of the Board of Directors shall preside at all meetings of the Board of Directors and of the stockholders at which he or she shall be present and shall have and may exercise such powers as may, from time to time, be assigned to him or her by the Board of Directors or as may be provided by law.

8

Section 4.5. Chief Executive Officer. The Chief Executive Officer (the “CEO”), if one is appointed by the Board of Directors, shall perform all duties customarily delegated to the chief executive officer of a corporation and such other duties as may from time to time be assigned to the CEO by the Board of Directors and these Bylaws.

Section 4.6. President. If there is no separate CEO, the President shall be the CEO of the Corporation; otherwise, the President shall be responsible to the Board of Directors for the day-to-day operations of the Corporation. The President shall have general and active management of the business of the Corporation; shall see that all orders and resolutions of the Board of Directors are carried into effect; and shall perform all duties as may from time to time be assigned by the Board of Directors.

Section 4.7. Vice Presidents. The Vice President or Vice Presidents shall have such powers and shall perform such duties as may, from time to time, be assigned to him or her or them by the Board of Directors, the CEO or the President or as may be provided by law.

Section 4.8. Secretary. The Secretary shall have the duty to record the proceedings of the meetings of the stockholders, the Board of Directors and any committees thereof in a book to be kept for that purpose, shall authenticate records of the Corporation, shall see that all notices are duly given in accordance with the provisions of these Bylaws or as required by law, shall be custodian of the records of the Corporation, may affix the corporate seal to any document the execution of which, on behalf of the Corporation, is duly authorized, and when so affixed may attest the same, and, in general, shall perform all duties incident to the office of secretary of a corporation and such other duties as may, from time to time, be assigned to him or her by the Board of Directors, the CEO or the President or as may be provided by law.

Section 4.9. Treasurer. The Treasurer shall have charge of and be responsible for all funds, securities, receipts and disbursements of the Corporation and shall deposit or cause to be deposited, in the name of the Corporation, all moneys or other valuable effects in such banks, trust companies or other depositories as shall, from time to time, be selected by or under authority of the Board of Directors. If required by the Board of Directors, the Treasurer shall give a bond for the faithful discharge of his or her duties, with such surety or sureties as the Board of Directors may determine. The Treasurer shall keep or cause to be kept full and accurate records of all receipts and disbursements in books of the Corporation, shall maintain books of account and records and exhibit such books of account and records to any of the directors of the Corporation at any reasonable time, shall receive and give receipts for monies due and payable to the Corporation from any source whatsoever, shall render to the CEO, the President and to the Board of Directors, whenever requested, an account of the financial condition of the Corporation, and, if called to do so, make a full financial report at the annual meeting of the stockholders, and, in general, shall perform all the duties incident to the office of treasurer of a corporation and such other duties as may, from time to time, be assigned to him or her by the Board of Directors, the CEO or the President or as may be provided by law.

Section 4.10. Assistant Secretaries and Assistant Treasurers. The Assistant Secretaries and Assistant Treasurers, if any, shall perform such duties as shall be assigned to them by the Secretary or the Treasurer, respectively, or by the President, the CEO or the Board of Directors. In the absence or at the request of the Secretary or the Treasurer, the Assistant Secretaries or Assistant Treasurers, respectively, shall perform the duties and exercise the powers of the Secretary or Treasurer, as the case may be.

Section 4.11. Other Officers. The other officers, if any, of the Corporation shall have such powers and duties in the management of the Corporation as shall be stated in a resolution of the Board of Directors which is not inconsistent with these Bylaws and, to the extent not so stated, as generally pertain to their respective offices, subject to the control of the Board of Directors.

9

Section 4.12. Compensation. The salaries and other compensation of the officers shall be fixed or authorized from time to time by the Board of Directors. No officer shall be prevented from receiving such salary or other compensation by reason of the fact that he is also a director of the Corporation.

ARTICLE V

STOCK

Section 5.1. Stock Certificates and Uncertificated Shares. The shares of stock in the Corporation shall be represented by certificates, provided that the Board of Directors may provide by resolution or resolutions that some or all of any or all classes or series of the Corporation’s stock shall be uncertificated shares. Any such resolution shall not apply to shares represented by a certificate theretofore issued until such certificate is surrendered to the Corporation. Notwithstanding the adoption of such a resolution by the Board of Directors, every holder of stock represented by certificates, and upon request every holder of uncertificated shares, shall be entitled to have a certificate signed by or in the name of the Corporation by the Chairman of the Board of Directors, if any, or the President or a Vice President, and by the Treasurer or an Assistant Treasurer, or the Secretary or an Assistant Secretary, of the Corporation, representing the number of shares of stock registered in certificate form owned by such holder. Any and all the signatures on the certificate may be by a facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the Corporation with the same effect as if such person were such officer, transfer agent or registrar at the date of issue.

Section 5.2. Lost, Stolen or Destroyed Stock Certificates; Issuance of New Certificates. The Corporation may issue a new certificate of stock or uncertificated shares in the place of any certificate theretofore issued by it, alleged to have been lost, stolen or destroyed, and the Corporation may require the owner of the lost, stolen or destroyed certificate, or such owner’s legal representative, to give the Corporation a bond in such form and amount (not exceeding twice the value of the stock represented by such certificate) and with such surety and sureties as the secretary may require in order to indemnify it against any claim that may be made against it on account of the alleged loss, theft or destruction of any such certificate or the issuance of such new certificate or uncertificated shares.

Section 5.3. Transfer of Stock. Subject to any transfer restrictions set forth or referred to on the stock certificate or of which the Corporation otherwise has notice, shares of the Corporation shall be transferable on the books of the Corporation upon presentation to the Corporation or to the Corporation’s transfer agent of a stock certificate signed by, or accompanied by an executed assignment form, the holder of record thereof, his duly authorized legal representative, or other appropriate person as permitted by the DGCL. The Corporation may require that any transfer of shares be accompanied by proper evidence reasonably satisfactory to the Corporation or to the Corporation’s transfer agent that such endorsement is genuine and effective. Upon presentation of shares for transfer as provided above, the payment of all taxes, if any, therefor, and the satisfaction of any other requirement of law, including inquiry into and discharge of any adverse claims of which the Corporation has notice, the Corporation shall issue a new certificate to the person entitled thereto and cancel the old certificate. Every transfer of stock shall be entered on the stock books of the Corporation to accurately reflect the record ownership of each share. The Board of Directors also may make such additional rules and regulations as it may deem expedient concerning the issue, transfer, and registration of certificates for shares of the capital stock of the Corporation.

10

Section 5.4. Preferred Stock. Shares of preferred stock shall be issued by the Corporation only after filing a Preferred Stock Designation described in paragraph (c) of the Fourth Article of the Corporation’s Certificate of Incorporation with the Delaware Secretary of State and satisfying all other requirements of the Certificate of Incorporation and the DGCL with respect thereto.

Section 5.5. Holders of Record. The Corporation shall be entitled to treat the holder of record of any share of stock as the holder in fact thereof and, accordingly, shall not be bound to recognize any equitable or other claim to or interest in such share on the part of any other person, whether or not it shall have express or other notice thereof, except as may be allowed by these Bylaws or required by the laws of Delaware.

ARTICLE VI

EXECUTION OF INSTRUMENTS; CHECKS AND ENDORSEMENTS; DEPOSITS; ETC.

Section 6.1. Execution of Instruments. Except as otherwise provided by the Board of Directors, the Chairman, the CEO, the President, any Vice President, the Treasurer or the Secretary shall have the power to execute and deliver on behalf of and in the name of the Corporation any instrument requiring the signature of an officer of the Corporation. Unless authorized to do so by these Bylaws or by the Board of Directors, no assistant officer, agent or employee shall have any power or authority to bind the Corporation in any way, to pledge its credit or to render it liable pecuniarily for any purpose or in any amount.

Section 6.2. Checks and Endorsements. All checks, drafts or other orders for the payment of money, obligations, notes or other evidences of indebtedness issued in the name of the Corporation and other such instruments shall be signed or endorsed for the Corporation by such officers or agents of the Corporation as shall from time to time be determined by resolution of the Board of Directors, which resolution may provide for the use of facsimile signatures.

Section 6.3. Deposits. All funds of the Corporation not otherwise employed shall be deposited from time to time to the Corporation’s credit in such banks or other depositories as shall from time to time be determined by resolution of the Board of Directors, which resolution may specify the officers or agents of the Corporation who shall have the power, and the manner in which such power shall be exercised, to make such deposits and to endorse, assign and deliver for collection and deposit checks, drafts and other orders for the payment of money payable to the Corporation or its order.

Section 6.4. Voting of Securities and Other Entities. Unless otherwise provided by resolution of the Board of Directors, the Chairman, Chief Executive Officer, or the President, or any officer designated in writing by any of them, is authorized to attend in person, or may execute written instruments appointing a proxy or proxies to represent the Corporation, at all meetings of any corporation, partnership, limited liability company, association, joint venture, or other entity in which the Corporation holds any securities or other interests and may execute written waivers of notice with respect to any such meetings. At all such meetings, any of the foregoing officers, in person or by proxy as aforesaid and subject to the instructions, if any, of the Board of Directors, may vote the securities or interests so held by the Corporation, may execute any other instruments with respect to such securities or interests, and may exercise any and all rights and powers incident to the ownership of said securities or interests. Any of the foregoing officers may execute one or more written consents to action taken in lieu of a formal meeting of such corporation, partnership, limited liability company, association, joint venture, or other entity.

ARTICLE VII

DIVIDENDS AND OTHER DISTRIBUTIONS

Section 7.1. Dividends and Other Distributions. Subject to the provisions of the DGCL, dividends and other distributions may be declared by the Board of Directors in such form, frequency and amounts as the condition of the affairs of the Corporation shall render advisable.

11

ARTICLE VIII

MISCELLANEOUS

Section 8.1. Fiscal Year. The fiscal year of the Corporation shall be determined by the Board of Directors.

Section 8.2. Seal. The Corporation may have a corporate seal and shall be in such form as may be approved from time to time by the Board of Directors. The corporate seal may be used by causing it or a facsimile thereof to be impressed or affixed or in any other manner reproduced. The impression of the seal may be made and attested by either the Secretary or any Assistant Secretary for the authentication of contracts or other papers requiring the seal.

Section 8.3. Waiver of Notice of Meetings of Stockholders, Directors and Committees. Whenever notice is required to be given by law or under any provision of the Certificate of Incorporation or these Bylaws, a written waiver thereof, signed by the person entitled to notice, or a waiver by electronic transmission by the person entitled to notice, whether before or after the time stated therein, shall be deemed equivalent to notice. Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except (i) in the case when the person attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened and (ii) in the case when the person attends the meeting for the purpose of objecting to consideration of a particular matter at the meeting that is not within the purpose or purposes described in the notice of the meeting, the person objects to considering the matter when it is presented. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the stockholders, directors or members of a committee of directors need be specified in any written waiver of notice or any waiver by electronic transmission unless so required by the Certificate of Incorporation or these Bylaws.

Section 8.4. Indemnification of Directors and Officers.

8.4.1. Directors and Officers. The Corporation shall indemnify and hold harmless, to the fullest extent permitted by applicable law as it presently exists or may hereafter be amended, any person who was or is made or is threatened to be made a party or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (a “proceeding”), by reason of the fact that he or she, or a person for whom he or she is the legal representative, is or was a director or officer of the Corporation or, while a director or officer of the Corporation, is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust, enterprise or nonprofit entity, including service with respect to employee benefit plans (a “Covered Person”), against all liability and loss suffered and expenses (including attorneys’ fees) reasonably incurred by such Covered Person. Notwithstanding the preceding sentence, the Corporation shall be required to indemnify a Covered Person in connection with a proceeding (or part thereof) commenced by such Covered Person only if the commencement of such proceeding (or part thereof) by the Covered Person was authorized in the specific case by the Board of Directors.

8.4.2. Prepayment of Expenses. The Corporation shall to the fullest extent not prohibited by applicable law promptly pay the expenses (including attorneys’ fees) incurred by a Covered Person in defending any proceeding in advance of its final disposition, provided, however, that, to the extent required by law, such payment of expenses in advance of the final disposition of the proceeding shall be made only upon receipt of an undertaking by such Covered Person to repay all amounts advanced if it should be ultimately determined that such Covered Person is not entitled to be indemnified under this Section 8.4 or otherwise.

12

8.4.3. Nonexclusivity of Rights. The rights conferred on any Covered Person by this Section 8.4 shall not be exclusive of any other rights which such Covered Person may have or hereafter acquire under any statute, provision of the Certificate of Incorporation, these Bylaws, agreement, vote of stockholders or disinterested directors or otherwise.

8.4.4. Other Sources. The Corporation’s obligation, if any, to indemnify or to advance expenses to any Covered Person who was or is serving at its request as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, enterprise or nonprofit entity shall be reduced by any amount such Covered Person may collect as indemnification or advancement of expenses from such other corporation, partnership, joint venture, trust, enterprise or non-profit enterprise.

8.4.5. Amendment or Repeal. Any repeal or modification of the foregoing provisions of this Section 8.4 shall not adversely affect any right or protection hereunder of any Covered Person in respect of any act or omission occurring prior to the time of such repeal or modification.

8.4.6. Other Indemnification and Prepayment of Expenses. This Section 8.4 shall not limit the right of the Corporation, to the extent and in the manner permitted by law, to indemnify persons other than Covered Persons and to advance expenses to such other persons when and as authorized by appropriate corporate action.

8.4.7. Insurance. The Corporation may purchase and maintain insurance on behalf of any person that the Corporation is permitted to indemnify in accordance with these Bylaws against any liability asserted against any such person and incurred by such person whether or not the Corporation would have the power to indemnify such person against such liability under the DGCL. Any such insurance may be procured from any insurance company designated by the Board of Directors, whether such insurance company is formed under the laws of this state or any other jurisdiction of the United States or elsewhere, including any insurance company in which the Corporation has an equity interest through stock ownership or otherwise.

8.4.8. Selection of Counsel. Notwithstanding any other provision of this Section 8.4, the Corporation may condition the right to indemnification of, and the advancement of expenses to, a Covered Person on its right to select legal counsel representing such Covered Person on the terms of this Subsection 8.4.8. The Corporation shall have the right to select counsel for any Covered Person in any legal action that may give rise to indemnification under this Section 8.4 provided that: (a) the Corporation consults with the Covered Person seeking indemnification with respect to the selection of competent legal counsel; and (b) the Corporation pays all reasonable fees and costs incurred by the attorney in defending the Covered Person (subject to the Corporation’s right to recover such fees and costs if it is determined at the conclusion of the action, suit or proceeding that there is no right of indemnification). Notwithstanding any other provision of this Section 8.4, the Corporation shall not be responsible for indemnification of, or the advancement of expenses to, any Covered Person who declines to use counsel reasonably selected by the Corporation as provided in this Subsection 8.4.8. Counsel shall be deemed to be reasonably selected by the Corporation if such counsel is a competent attorney who can independently represent the Covered Person consistent with the applicable ethical standards of the Code of Professional Responsibility.

Section 8.5. Interested Directors; Quorum. No contract or transaction between the Corporation and one or more of its directors or officers, or between the Corporation and any other corporation, partnership, association or other organization in which one or more of its directors or officers are directors or officers, or have a financial interest, shall be void or voidable solely for this reason, or solely because the director or officer is present at or participates in the meeting of the Board of Directors or committee thereof which authorizes the contract or transaction, or solely because any such director’s or officer’s votes are counted for such purpose, if: (1) the material facts as to the director’s or officer’s relationship or interest and as to the contract or transaction are disclosed or are known to the Board of Directors or the committee, and the Board of Directors or committee in good faith authorizes the contract or transaction by the affirmative votes of a majority of the disinterested directors, even though the disinterested directors be less than a quorum; or (2) the material facts as to the director’s or officer’s relationship or interest and as to the contract or transaction are disclosed or are known to the stockholders entitled to vote thereon, and the contract or transaction is specifically approved in good faith by vote of the stockholders; or (3) the contract or transaction is fair as to the Corporation as of the time it is authorized, approved or ratified, by the Board of Directors, a committee thereof or the stockholders. Common or interested directors may be counted in determining the presence of a quorum at a meeting of the Board of Directors or of a committee which authorizes the contract or transaction.

13

Section 8.6. Form of Records. Any records maintained by the Corporation in the regular course of its business, including its stock ledger, books of account and minute books, may be kept on, or by means of, or be in the form of, any information storage device or method, provided that the records so kept can be converted into clearly legible paper form within a reasonable time.

Section 8.7. Record of Stockholders. The Secretary shall maintain, or shall cause to be maintained, a record of the names and addresses of the Corporation’s stockholders, in a form that permits preparation of a list of stockholders that is arranged by class of stock entitled to vote and, within each such class, by series of shares, that is alphabetical within each class or series, and that shows the address of, and the number of shares of each class or series held by, each stockholder.

Section 8.8. Addresses of Stockholders. Each stockholder shall furnish to the Secretary of the Corporation or the Corporation’s transfer agent an address to which notices from the Corporation, including notices of meetings, may be directed and if any stockholder shall fail so to designate such an address, it shall be sufficient for any such notice to be directed to such stockholder at such stockholder’s address last known to the Secretary or transfer agent.

Section 8.9. Amendment of Bylaws. The Board of Directors is authorized to adopt, amend or repeal these Bylaws at any annual meeting of the Board of Directors or any other meeting called for that purpose. The holders of shares of Common Stock entitled to vote also may adopt additional Bylaws and may amend or repeal any Bylaw, whether or not adopted by them, at an annual stockholders meeting or a special meeting called, wholly or in part, for such purpose. The power of the Board of Directors to adopt, amend or repeal Bylaws may be limited by an amendment to the Certificate of Incorporation or an amendment to the Bylaws adopted by the holders of Common Stock that provides that a particular Bylaw or Bylaws may only be adopted, amended or repealed by the holders of Common Stock.

14

EX-3.3

THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE, AND IS BEING OFFERED AND SOLD PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND SUCH LAWS. THIS SECURITY MAY NOT BE SOLD OR TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OR SUCH OTHER LAWS.

6% CONVERTIBLE DEBENTURE

No. 1 US$500,000

VYCOR MEDICAL, INC.

SENIOR CONVERTIBLE DEBENTURE

DUE FEBRUARY 15, 2008

FOR VALUE RECEIVED, Vycor Medical, Inc. (the "Company") promises to pay to RegentPrivate Capital, LLC, or any other registered holder(s) hereof and its or their authorized successors and permitted assigns (" Holder"), the aggregate principal face amount of US$500,000 on or before February 15, 2009 ("Maturity Date"), together with interest thereon at six percent (6%) per annum. The Holder shall have the sole option to extend the Maturity Date for a period of six months. Accrued interest shall be paid to the person in whose name this Debenture is registered on the records of the Company regarding registration and transfers of the Debenture ("Debenture Register"); provided, however, that the Company's obligation to a transferee of this Debenture arises only if such transfer, sale or other disposition is made in accordance with the terms hereof and duly entered in the Debenture Register. The principal amount of this Debenture is payable at the address last appearing on the Debenture Register of the Company as designated in writing by the Holder hereof from time to time. The Holder's address initially provided to the Company is as set forth in Section 16(b) below. The Company may, at its option, elect to pay accrued interest under this Debenture, by issuing to the Holder shares of common stock in the Company with a value equal to such accrued interest. In such event, the value of the common stock issued in lieu of payment of accrued interest will be mutually agreed upon by the Company and the Holder prior to the Company having the right to make payment in such fashion. The Company will pay the outstanding principal and accrued interest due upon this Debenture before or on the Maturity Date, less any amounts required by law to be deducted or withheld, to the Holder of this Debenture by check if paid more than 10 days prior to the Maturity Date or by wire transfer and addressed to such Holder at the last address appearing on the Debenture Register. The forwarding of such check or wire transfer shall constitute a payment of outstanding principal hereunder and shall satisfy and discharge the liability for principal on this Debenture to the extent of the sum represented by such check or wire transfer.

1

This Debenture is one of a series of two Convertible Debentures, each in the original principal amount of $500,000, to be issued pursuant to the Convertible Debenture Purchase Agreement dated February 15, 2008 ("Purchase Agreement"), and secured pursuant to the terms of a Security Agreement of even date with the Purchase Agreement ("Security Agreement").

This Debenture is subject to the following additional provisions:

1.Issuance.The Debenture may be exchanged for an equal aggregate principal amount of Debentures of different authorized denominations, as requested by the Holders surrendering the same, but not less than U.S. $50,000 each. No service charge will be made for such registration or transfer or exchange, except that Holder shall pay any tax or other governmental charges payable in connection therewith. The Company shall he entitled to withhold from all payments any amounts required to be withheld under the applicable laws.

2.Loss, Theft, Destruction of Debenture.Upon receipt of evidence satisfactory to the Company of the loss, theft, destruction or mutilation of this Debenture and, in the case of any such loss, theft or destruction, upon receipt of indemnity or security reasonably satisfactory to the Company, or, in the case of any such mutilation, upon surrender and cancellation of this Debenture, the Company shall make, issue and deliver, in lieu of such lost, stolen, destroyed or mutilated Debenture, a new Debenture of like tenor and unpaid principal amount dated as of the date hereof (which shall accrue interest from the most recent interest payment date on which an interest payment was made in full).

3.Transfer. This Debenture may be transferred or exchanged only in compliance with the Securities Act of 1933, as amended (the "Act") and applicable state securities laws. Prior to due presentment for transfer of this Debenture, the Company and any agent of the Company may treat the person in whose name this Debenture is duly registered on the Company's Debenture Register as the Holder hereof for all other purposes, whether or not this Debenture be overdue, and neither the Company nor any such agent shall be affected or bound by notice to the contrary. Any Holder of this Debenture, electing to exercise the right of conversion set forth in Section 4(a) hereof, in addition to the requirements set forth in Section 4(a), and any prospective transferee of this Debenture, are also required to give the Company written confirmation that the Debenture is being converted ("Notice of Conversion") in the form annexed hereto as Exhibit I. The date of receipt (including receipt by telecopy) of such Notice of Conversion shall be the Conversion Date.

2

4.ConversionThe Holder is entitled, at its option, to convert all or any amount of the principal face amount of this Debenture then outstanding into shares of common stock of the Company at a Conversion Price of $.01230 per share, subject to adjustment as provided herein. If the number of resultant Conversion Shares would as a matter of law or pursuant to regulatory authority require the Company to seek member approval of such issuance, the Company has, prior to the issuance hereof, taken the necessary steps to obtain such approval. Such conversion shall be effectuated, by the Company delivering the Conversion Shares to the Holder within 30 days of receipt by the Company of the Notice of Conversion. Once the Holder has received such Conversion Shares, the Holder shall surrender the Debenture (or portion thereof) to be converted to the Company, executed by the Holder of this Debenture evidencing such Holder's intention to convert this Debenture or a specified portion hereof, and accompanied by proper assignment hereof in blank. If the Company shall fail to deliver the Conversion Shares to the Holder within such 30 day period, the Conversion Price shall be automatically reduced by twenty-five percent (25%), and shall be reduced an additional ten percent (10%) for each additional 30 day period (or portion thereof) thereafter. In the event of a partial conversion of the Debenture, the Company will immediately issue a replacement Debenture covering the unconverted portion.

To the fullest extent permitted by law, the Holder shall be entitled to exercise its conversion privilege notwithstanding the commencement of any case under the Bankruptcy Code. In the event the Company is a debtor under the Bankruptcy Code, the Company hereby waives to the fullest extent permitted any rights to relief it may have under 11 U.S.C. § 362 in respect of the Holder's conversion privilege. The Company hereby waives to the fullest extent permitted any rights to relief it may have under 11 U.S.C. § 362 in respect of the conversion of this Debenture. The Company agrees, without cost or expense to the Holder, to take or consent to any and all action necessary to effectuate relief under 11 U.S.C. § 362.

No fractional shares or scrip representing fractional shares shall be delivered upon conversion of this Debenture. Instead of any fractional Conversion Shares which otherwise would be delivered upon conversion of this Debenture, the Company shall pay a cash adjustment in respect of such fraction in an amount equal to the same fraction multiplied by the Conversion Price on the date of Conversion. No cash payment of less than $1.00 shall be required to be given unless specifically requested by the Holder.

5.Priority; Security. The obligation evidenced by this Debenture shall be senior to all other obligations of the Company other than obligations specifically approved by the Holder; provided that the obligation evidenced by this Debenture shall be of equal priority for all purposes with that certain Bridge Loan Debenture dated June 21, 2007, in the original principal amount of $172,500 held by Fountainhead Capital Partners Limited (the "FCP Debenture"). The obligation evidenced by this Debenture is secured by a first priority security interest (and equal in priority to the first priority' security interest securing the FCP Debenture), in all of the assets of the Company other than liens specifically approved by the Holder. As a condition to funding this Debenture, the Holder has the right to require the holder of the FCP Debenture to execute an intracreditor or similar written agreement pursuant to which such holder acknowledges that the security interests of such holder and the Holder hereunder shall be equal, and in the event of a default under either the FCP Debenture or this Debenture, such debenture holders, as secured parties, will share, pari passu, with respect to the proceeds from any foreclosure of collateral securing such indebtedness.

6.Anti-dilution Adjustments. The number of shares issuable upon conversion of this Debenture and the Conversion Price shall be subject to adjustment as follows:

3

(a)In case the Company shall (i) pay a dividend or make a distribution on its common stock in additional shares or other securities, (ii) subdivide its outstanding common stock into a greater number of shares, (iii) combine its outstanding shares into a smaller number of shares or (iv) issue, by reclassification of its shares, any other securities of the Company (including any such reclassification in connection with a consolidation or merger in which the Company is the continuing entity), the number of share issuable upon conversion of this Debenture immediately prior thereto shall be adjusted so that the Holder shall be entitled to receive the kind and number of Conversion Shares, and other securities of the Company which such Holder would have owned or would have been entitled to receive immediately after the happening of any of the events described above, had the Debenture been converted immediately prior to the happening of such event or any record date with respect thereto. Any adjustment made pursuant to this subsection 6(a) shall become effective immediately after the effective date of such event.

(b)In case the Company shall issue rights, options, warrants or convertible securities to holders of its shares, for no consideration, containing the right to subscribe for or purchase shares of common stock, the number of Conversion Shares thereafter issuable upon the conversion of this Debenture shall be determined by multiplying the number of Conversion Shares theretofore issuable upon conversion of this Debenture by a fraction, of which the numerator shall be the number of shares outstanding immediately prior to the issuance of such rights, options, warrants or convertible securities plus the number of additional shares offered for subscription or purchase, and of which the denominator shall be the number of shares outstanding immediately prior to the issuance of such rights, options, warrants or convertible securities. Such adjustment shall be made whenever such rights, options, warrants or convertible securities are issued, and shall become effective immediately upon issuance of such rights, options, warrants or convertible securities. In the event of such adjustment, corresponding adjustments shall be made to the Conversion Price.

(c)In case the Company shall distribute to holders of its common shares evidences of its indebtedness or assets (excluding cash dividends or distributions out of current earnings made in the ordinary course of business consistent with past practices), then in each case the number of Conversion Shares thereafter issuable upon the conversion of this Debenture shall be determined by multiplying the number of Conversion Shares theretofore issuable upon conversion of this Debenture by a fraction, of which the numerator shall be the then Market Price (as defined below) on the date of such distribution, and of which the denominator shall be such Market Price on such date minus the then fair value (determined as provided in subsection 6(f) below) of the portion of the assets or evidences of indebtedness so distributed applicable to one share. Such adjustment shall be made whenever any such distribution is made and shall become effective on the date of distribution. In the event of any such adjustment, the number of Conversion Shares shall also be adjusted and shall be that number determined by multiplying the number of shares issuable upon exercise before the adjustment by a fraction, the numerator of which shall be the Conversion Price in effect immediately before the adjustment and the denominator of which shall be the Conversion Price as so adjusted.

4

(d)If the Company shall at any time while this Debenture is outstanding issue shares (including additional shares deemed to be issued upon conversion of any convertible security, but excluding shares issued as a dividend or distribution or upon a stock split or combination which is otherwise provided for in Section 6(a) above, or upon the issuance of options or warrants for no consideration which is otherwise provided for in Section 6(b) above) either without consideration, or for a consideration per share less than the Conversion Price in effect on the date of and immediately prior to such issue, then and in such event, the Conversion Price shall be reduced by a full ratchet anti-dilution adjustment to such lesser price (calculated to the nearest cent).

For purposes of this Section 6(d), the consideration received by the Company for the issue of any additional shares shall be computed as follows:

(A)Cash and Property. Such consideration shall:

(1)insofar as it consists of cash, be computed at the aggregate of cash received by the Company, excluding amounts paid or payable for accrued interest or accrued dividends;

(2)insofar as it consists of property other than cash, be computed at the fair market value thereof at the time of such issue, as determined in good faith by the Company's managers or governing board; and

(3)in the event additional shares are issued together with other securities or other assets of the Company for consideration which covers both, be the proportion of such consideration so received, computed as provided in clauses (1) and (2) above, as determined in good faith by the Company's board of directors.

(B)Options, Rights and Convertible Securities. The consideration per unit received by the Company for additional shares deemed to have been issued pursuant to options, warrants, rights or other convertible securities (other than when issued for no consideration as provided for in Section 6(a) above), shall be determined by dividing

(1)the total amount, if any, received or receivable by the Company as consideration for the issue of such options, rights, warrants or other convertible securities, plus the minimum aggregate amount of additional consideration (as set forth in the instruments relating thereto, without regard to any provision contained therein for a subsequent adjustment of such consideration) payable to the Company upon the exercise of such options, rights, warrants or the conversion or exchange of such convertible securities, by

(2)the maximum number of shares (as set forth in the instruments relating thereto, without regard to any provision contained therein for a subsequent adjustment of such number) issuable upon the exercise of such options, rights, warrants or the conversion or exchange of such convertible securities.

5

(e)Whenever the number of Conversion Shares issuable upon the conversion of this Debenture is adjusted as provided in this Section 6, the Conversion Price shall be adjusted by multiplying such Conversion Price immediately prior to such adjustment by a fraction, the numerator of which shall be the number of Conversion Shares issuable upon the conversion of this Debenture immediately prior to such adjustment, and the denominator of which shall be the number of Conversion Shares issuable immediately thereafter.

(f)For the purpose of this Section 6, the term "shares" shall mean (i) the common stock of the Company at the time of conversion, on a fully diluted basis. In the event that at any time, as a result of an adjustment made pursuant to this Section 6, a Debenture holder shall be entitled to convert such Debenture into any securities of the Company other than common stock, (i) if the Debenture holder's right to convert is on any other basis than that available to all holders of the Company's common stock, the Company shall obtain an opinion of a reputable investment banking firm valuing such other securities and (ii) thereafter the number of such other securities so purchasable upon conversion of a Debenture and the Conversion Price of such securities shall be subject to adjustment from time to time in a manner and on terms as nearly equivalent as practicable to the provisions with respect to the shares contained in this Section 6.

(g)Upon the expiration of any rights, options, warrants or conversion privileges, if such shall not have been exercised, the number of Conversion Shares issuable upon conversion of the Debenture and the Conversion Price, to the extent the Debenture has not then been converted, shall, upon such expiration, be readjusted and shall thereafter be such number and such price as they would have been had they been originally adjusted (or had the original adjustment not been required, as the case may be) on the basis of (A) the fact that the only shares issued in respect of such rights, options, warrants or conversion privileges were the shares, if any, actually issued or sold upon the exercise of such rights, options, warrants or conversion privileges, and (B) the fact that such shares, if any, were issued or sold for the consideration actually received by the Company upon such exercise plus the consideration, if any, actually received by the Company for the issuance, sale or grant of all such rights, options, warrants or conversion privileges whether or not exercised; provided, however, that no such readjustment shall have the effect of decreasing the numbers of Conversion Shares issuable upon conversion of the Debenture or increasing the Conversion Price by an amount in excess of the amount of the adjustment made in respect of the issuance, sale or grant of such rights, options, warrants or conversion privileges.

(h)Upon any adjustment of the Conversion Price and the number of Conversion Shares issuable upon conversion of the Debenture, then and in each such case, the Company shall give written notice thereof, by first-class mail, postage prepaid, addressed to the Holder as shown on the books of the Company, which notice shall state the Conversion Price resulting from such adjustment and the increase or decrease, if any, in the number of shares issuable at such price upon the conversion of the Debenture, setting forth in reasonable detail the method of calculation and the facts upon which such calculation is based.

6

7.Merger, Reorganization or Consolidation. In any case in which a transaction would result in a complete liquidation of the Company or a merger, reorganization, or consolidation of the Company with any other unrelated corporation or other entity in which the Company is not the surviving corporation or the Company becomes a wholly-owned subsidiary of another unrelated corporation or other entity (all such transactions being referred to herein as a "Reorganization"), the surviving corporation or other entity shall be required to assume the Debenture or to issue a substitute Debenture in place thereof which substitute Debenture shall provide for terms at least as favorable to the Holder as contained in this Debenture and shall provide the Holder the right to acquire the kind and amount of common stock and other securities and property which the Holder would have owned or been entitled to receive had the Debenture been converted immediately prior to such Reorganization.

8. No Impairment.No provision of this Debenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of this Debenture at the time, place, and rate, and in the form, herein prescribed.

9.Waiver of Demand/Presentment.The Company hereby expressly waives demand and presentment for payment, notice of non-payment, protest, notice of protest, notice of dishonor, notice of acceleration or intent to accelerate, and diligence in taking any action to collect amounts called for hereunder and shall be directly and primarily liable for the payment of all sums owing and to be owing hereto.

10.Cost and Fees.The Company agrees to pay all costs and expenses, including reasonable attorneys' fees, which may be incurred by the Holder in collecting any amount due under this Debenture.

11.Events of Default. If one or more of the following described "Events of Default" shall occur and continue for 30 days, unless a different time frame is noted below:

(a)The Company shall default in the payment of principal or interest on this Debenture, and such failure shall continue for a period of five (5) days; or

(b)The Company shall fail to perform or observe, in any material respect, any other covenant, term, provision, condition, agreement or obligation of the Company under this Debenture and such failure shall continue uncured for a period of thirty (30) days after notice from the Holder of such failure; or

(c)The Company shall (1) become insolvent; (2) admit in writing its inability to pay its debts generally as they mature; (3) make an assignment for the benefit of creditors or commence proceedings for its dissolution; (4) apply for or consent to the appointment of a trustee, liquidator or receiver for its or for a substantial part of its property or business; (5) file a petition for bankruptcy relief, consent to the filing of such petition or have filed against it an involuntary petition for bankruptcy relief, all under federal or state laws as applicable; or

7

(d)A trustee, liquidator or receiver shall be appointed for the Company or for a substantial part of its property or business without its consent and shall not be discharged within thirty (30) days after such appointment; or

(e)Any governmental agency or any court of competent jurisdiction at the instance of any governmental agency shall assume custody or control of the whole or any substantial portion of the properties or assets of the Company; or

(f)Any money judgment, writ or warrant of attachment, or similar process, in excess of One Hundred Thousand ($100,000) Dollars in the aggregate shall be entered or filed against the Company or any of its properties or other assets and shall remain unpaid, unvacated, unbonded or unstayed for a period of fifteen (15) days or in any event later than five (5) days prior to the date of any proposed sale thereunder; or

(g)Bankruptcy, reorganization, insolvency or liquidation proceedings, or other proceedings for relief under any bankruptcy law or any law for the relief of debtors shall be instituted voluntarily by or involuntarily against the Company; or

(h)The Company shall not deliver to the Holder the shares pursuant to paragraph 4 herein within 30 days of receipt of Notice of Conversion; or

(i)any of the representations or warranties made by the Company herein, in the Purchase Agreement or the Security Agreement or in any certificate or financial or other written statements heretofore or hereafter furnished by or on behalf of the Company in connection with the execution and delivery of this Debenture, the Purchase Agreement or the Security Agreement shall be false or misleading in a material respect on the Closing Date; or

(j)the Company shall fail in any one of the following respects: (A) to file, within sixty (60) days from the date hereof, a registration statement on Form S-l or SB-2,(or other applicable form ("Registration Statement"), with the Securities and Exchange Commission ("SEC"), which Registration Statement shall register for sale all Conversion Shares which may be issuable upon conversion of this Debenture; (B) to use its commercially reasonable efforts to have such Registration Statement declared effective by the SEC within one hundred eighty (180) days from the date hereof (and for purposes hereof, the Company will be deemed to be using its ''commercially reasonable efforts" without any undue hardship or unreasonable expenses, provided it fully and appropriately responds to all comments from the SEC within ten (10) business days of receipt thereof, and diligently continues to seek effectiveness of such registration statement); or (C) to take such action to have the Registration Statement declared effective by the SEC within three (3) business days following written confirmation from the SEC that it either will not review the Registration Statement or that it has no further comment on the Registration Statement; or

(k)If the Company is then a "reporting company" it shall fail to make the required filings or statements with the Securities Exchange Commission by the appropriate deadlines.

8

Then, or at any time thereafter, unless cured, and in each and every such case, unless such Event of Default shall have been waived in writing by the Holder (which waiver shall not be deemed to be a waiver of any subsequent default) at the option of the Holder and in the Holder's sole discretion, the Holder may consider this Debenture immediately due and payable, without presentment, demand, protest or (further) notice of any kind (other than notice of acceleration), all of which are hereby expressly waived, anything herein or in any note or other instruments contained to the contrary notwithstanding, and the Holder may immediately, and without expiration of any period of grace, enforce any and all of the Holder's rights and remedies provided herein or any other rights or remedies afforded by law. Upon an Event of Default, interest shall accrue on all amounts outstanding under this Debenture at the rate of 12% per annum, until such Event of Default is cured or the principal, and all accrued interest under this Debenture is paid in full.

12.Priority. This Debenture represents a prioritized obligation of the Company. However, no recourse shall be had for the payment of the principal of this Debenture, or for any claim based hereon, or otherwise in respect hereof, against any incorporator, unitholder, officer or director, as such, past, present or future, of the Company or any successor corporation, whether by virtue of any constitution, statute or rule of law, or by the enforcement of any assessment or penalty or otherwise, all such liability being by the acceptance hereof and as part of the consideration for the issue hereof, expressly waived and released.

13.Severability. In case any provision of this Debenture is held by a court of competent jurisdiction to be excessive in scope or otherwise invalid or unenforceable, such provision shall be adjusted rather than voided, if possible, so that it is enforceable to the maximum extent possible, and the validity and enforceability of the remaining provisions of this Debenture will not in any way be affected or impaired thereby.

14.Entire Agreement. This Debenture, the Purchase Agreement, the Security Agreement and the agreements referred to in this Debenture constitute the full and entire understanding and agreement between the Company and the Holder with respect to the subject hereof. Neither this Debenture nor any term hereof may be amended, waived, discharged or terminated other than by a written instrument signed by the Company and the Holder.

15.Governing Law. This Debenture shall be governed by and construed in accordance with the laws of New York applicable to contracts made and wholly to be performed within the State of New York and shall be binding upon the successors and assigns of each party hereto. The Holder and the Company hereby mutually waive trial by jury and consent to exclusive jurisdiction and venue in the courts of the State of New York. At Holder's election, any dispute between the parties may be arbitrated rather than litigated in the courts, before the American Arbitration Association in New York City and pursuant to its rules. Upon demand made by the Holder to the Company, the Company agrees to submit to and participate in such arbitration. This Agreement may be executed in counterparts, and the facsimile transmission of an executed counterpart to this Agreement shall be effective as an original.

9

16.Miscellaneous.

(a)Notice of Certain Events. In the case of the occurrence of a Reorganization described in Section 7 of this Debenture, the Company shall cause to be mailed to the Holder of this Debenture at its last address as it appears in the Company's security registry, at least twenty (20) days prior to the applicable record, effective or expiration date hereinafter specified (or, if such twenty (20) days' notice is not possible, at the earliest possible date prior to any such record, effective or expiration date), a notice thereof, including, if applicable, a statement of the date on which such Reorganization is expected to become effective, and the date as of which it is expected that holders of record of the shares will be entitled to exchange their shares for securities, cash or other property deliverable upon such Reorganization.

(b)Transmittal of Notices. Except as may be otherwise provided herein, any notice or other communication or delivery required or permitted hereunder shall be in writing and shall be delivered personally, or sent by telecopier machine or by a nationally recognized overnight courier service, and shall be deemed given when so delivered personally, or by telecopier machine or overnight courier service as follows:

(1) If to the Holder, to:

Regent Private Capital, LLC

152 West 57^th Street, 9^th Floor

New York, New York 10019

Telephone: 212-792-5304

Facsimile: 646-278-9699

With a copy to:

Kenneth E. Dornblaser, Esq.

Johnson, Jones, Dornblaser, Coffman & Shorb

15 W. Sixth Street, Suite 2200

Tulsa, Oklahoma 74119

Telephone: 918-584-6644

Facsimile: 918-584-6645

(2) If to the Holder, to:

Vycor Medical, Inc.

30 Orville Drive, Suite 100

Bohemia, New York 11716

Telephone: 631-244-1435

Facsimile: 631-244-1436

10

With a copy to:

Benjamia A. Tail Esq.

Sichenzia Ross Friedman Ference LLP

61 Broadway, 32nd Floor

New York, NY 10006

Phone 212-930-9700

Fax 212-930-9725

Each of the Holder or the Company may change the foregoing address by notice given pursuant to this Section 16(b).

(c)Attorneys' Fees. Should any party hereto employ an attorney for the purpose of enforcing or construing this Debenture, or any judgment based on this Debenture, in any legal proceeding whatsoever, including insolvency, bankruptcy, arbitration, declaratory relief or other litigation, the prevailing party shall be entitled to receive from the other party or parties thereto reimbursement for all reasonable attorneys' fees and all reasonable costs, including but not limited to service of process, filing fees, court and court reporter costs, investigative costs, expert witness fees, and the cost of any bonds, whether taxable or not, and that such reimbursement shall be included in any judgment or final order issued in that proceeding. The "prevailing party" means the party determined by the court to most nearly prevail and not necessarily the one in whose favor a judgment is rendered.

IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed by an officer thereunto duly authorized.

Dated: February 14, 2008

	VYCOR MEDICAL, INC.
/s/ Heather N.Jensen	By:	/s/ KENNETH COVIELLO
Heather N.Jensen	Name:	KENNETH COVIELLO
President	Title:	CEO

11

EXHIBIT I

NOTICE OF CONVERSION

(To be executed by the Registered Holder in order to Convert the Debenture)

The undersigned hereby irrevocably elects to convert $_________of the above Debenture No._________ into shares of common stock of Vycor Medical, Inc. according to the conditions set forth in such Debenture, as of the date written below. If shares are to be issued in the name of a person other than the undersigned, the undersigned will pay all transfer and other taxes and charges payable with respect thereto.

Date of Conversion

________________________

Applicable Conversion Price

________________________

Signature

______________________________________
     [Print Name of Holder and Title of Signer]

Address:

______________________________________

______________________________________

SSN or EIN:

Shares are to be registered in the following name:

Name:

Address:

Tel:

Fax:

SSN or EIN:

Shares are to be sent or delivered to the following account:

Account Name:

Address:

12

EX-3.4

THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE, AND IS BEING OFFERED AND SOLD PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND SUCH LAWS. THIS SECURITY MAY NOT BE SOLD OR TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OR SUCH OTHER LAWS.

6% CONVERTIBLE DEBENTURE

No. 2 US$150,000         

VYCOR MEDICAL, INC.

SENIOR CONVERTIBLE DEBENTURE

DUE FEBRUARY 15, 2008

FOR VALUE RECEIVED, Vycor Medical, Inc. (the "Company") promises to pay to Fountainhead Capital Partners Limited, or any other registered holder(s) hereof and its or their authorized successors and permitted assigns (" Holder"), the aggregate principal face amount of US$150,000 on or before February 15, 2009 ("Maturity Date"), together with interest thereon at six percent (6%) per annum. The Holder shall have the sole option to extend the Maturity Date for a period of six months. Accrued interest shall be paid to the person in whose name this Debenture is registered on the records of the Company regarding registration and transfers of the Debenture ("Debenture Register"); provided, however, that the Company's obligation to a transferee of this Debenture arises only if such transfer, sale or other disposition is made in accordance with the terms hereof and duly entered in the Debenture Register. The principal amount of this Debenture is payable at the address last appearing on the Debenture Register of the Company as designated in writing by the Holder hereof from time to time. The Holder's address initially provided to the Company is as set forth in Section 16(b) below. The Company may, at its option, elect to pay accrued interest under this Debenture, by issuing to the Holder shares of common stock in the Company with a value equal to such accrued interest. In such event, the value of the common stock issued in lieu of payment of accrued interest will be mutually agreed upon by the Company and the Holder prior to the Company having the right to make payment in such fashion. The Company will pay the outstanding principal and accrued interest due upon this Debenture before or on the Maturity Date, less any amounts required by law to be deducted or withheld, to the Holder of this Debenture by check if paid more than 10 days prior to the Maturity Date or by wire transfer and addressed to such Holder at the last address appearing on the Debenture Register. The forwarding of such check or wire transfer shall constitute a payment of outstanding principal hereunder and shall satisfy and discharge the liability for principal on this Debenture to the extent of the sum represented by such check or wire transfer.

This Debenture is one of a series of two Convertible Debentures, each in the original principal amount of $150,000, to be issued pursuant to the Convertible Debenture Purchase Agreement dated February 15, 2008 ("Purchase Agreement"), and secured pursuant to the terms of a Security Agreement of even date with the Purchase Agreement ("Security Agreement").

This Debenture is subject to the following additional provisions:

1.Issuance.The Debenture may be exchanged for an equal aggregate principal amount of Debentures of different authorized denominations, as requested by the Holders surrendering the same, but not less than U.S. $50,000 each. No service charge will be made for such registration or transfer or exchange, except that Holder shall pay any tax or other governmental charges payable in connection therewith. The Company shall be entitled to withhold from all payments any amounts required to be withheld under the applicable laws.

2.Loss, Theft, Destruction of Debenture. Upon receipt of evidence satisfactory to the Company of the loss, theft, destruction or mutilation of this Debenture and, in the case of any such loss, theft or destruction, upon receipt of indemnity or security reasonably satisfactory to the Company, or, in the case of any such mutilation, upon surrender and cancellation of this Debenture, the Company shall make, issue and deliver, in lieu of such lost, stolen, destroyed or mutilated Debenture, a new Debenture of like tenor and unpaid principal amount dated as of the date hereof (which shall accrue interest from the most recent interest payment date on which an interest payment was made in full).

3.Transfer.This Debenture may be transferred or exchanged only in compliance with the Securities Act of 1933, as amended (the "Act") and applicable state securities laws. Prior to due presentment for transfer of this Debenture, the Company and any agent of the Company may treat the person in whose name this Debenture is duly registered on the Company's Debenture Register as the Holder hereof for all other purposes, whether or not this Debenture be overdue, and neither the Company nor any such agent shall be affected or bound by notice to the contrary. Any Holder of this Debenture, electing to exercise the right of conversion set forth in Section 4(a) hereof, in addition to the requirements set forth in Section 4(a), and any prospective transferee of this Debenture, are also required to give the Company written confirmation that the Debenture is being converted ("Notice of Conversion") in the form annexed hereto as Exhibit I. The date of receipt (including receipt by telecopy) of such Notice of Conversion shall be the Conversion Date.

2

4.ConversionThe Holder is entitled, at its option, to convert all or any amount of the principal face amount of this Debenture then outstanding into shares of common stock of the Company at a Conversion Price of $.01230 per share, subject to adjustment as provided herein. If the number of resultant Conversion Shares would as a matter of law or pursuant to regulatory authority require the Company to seek member approval of such issuance, the Company has, prior to the issuance hereof, taken the necessary steps to obtain such approval. Such conversion shall be effectuated, by the Company delivering the Conversion Shares to the Holder within 30 days of receipt by the Company of the Notice of Conversion. Once the Holder has received such Conversion Shares, the Holder shall surrender the Debenture (or portion thereof) to be converted to the Company, executed by the Holder of this Debenture evidencing such Holder's intention to convert this Debenture or a specified portion hereof, and accompanied by proper assignment hereof in blank. If the Company shall fail to deliver the Conversion Shares to the Holder within such 30 day period, the Conversion Price shall be automatically reduced by twenty-five percent (25%), and shall be reduced an additional ten percent (10%) for each additional 30 day period (or portion thereof) thereafter. In the event of a partial conversion of the Debenture, the Company will immediately issue a replacement Debenture covering the unconverted portion.

To the fullest extent permitted by law, the Holder shall be entitled to exercise its conversion privilege notwithstanding the commencement of any case under the Bankruptcy Code. In the event the Company is a debtor under the Bankruptcy Code, the Company hereby waives to the fullest extent permitted any rights to relief it may have under 11 U.S.C. § 362 in respect of the Holder's conversion privilege. The Company hereby waives to the fullest extent permitted any rights to relief it may have under 11 U.S.C. § 362 in respect of the conversion of this Debenture. The Company agrees, without cost or expense to the Holder, to take or consent to any and all action necessary to effectuate relief under 11 U.S.C. § 362.

No fractional shares or scrip representing fractional shares shall be delivered upon conversion of this Debenture. Instead of any fractional Conversion Shares which otherwise would be delivered upon conversion of this Debenture, the Company shall pay a cash adjustment in respect of such fraction in an amount equal to the same fraction multiplied by the Conversion Price on the date of Conversion. No cash payment of less than $1.00 shall be required to be given unless specifically requested by the Holder.

5.Priority; Security.The obligation evidenced by this Debenture shall be senior to all other obligations of the Company other than obligations specifically approved by the Holder; provided that the obligation evidenced by this Debenture shall be of equal priority for all purposes with that certain Bridge Loan Debenture dated June 21, 2007, in the original principal amount of $172,500 held by Fountainhead Capital Partners Limited (the "FCP Debenture"). The obligation evidenced by this Debenture is secured by a first priority security interest (and equal in priority to the first priority security interest securing the FCP Debenture), in all of the assets of the Company other than liens specifically approved by the Holder. As a condition to funding this Debenture, the Holder has the right to require the holder of the FCP Debenture to execute an intracreditor or similar written agreement pursuant to which such holder acknowledges that the security interests of such holder and the Holder hereunder shall be equal, and in the event of a default under either the FCP Debenture or this Debenture, such debenture holders, as secured parties, will share, pari passu, with respect to the proceeds from any foreclosure of collateral securing such indebtedness.

6.Anti-dilution Adjustments. The number of shares issuable upon conversion of this Debenture and the Conversion Price shall be subject to adjustment as follows:

3

(a)In case the Company shall (i) pay a dividend or make a distribution on its common stock in additional shares or other securities, (ii) subdivide its outstanding common stock into a greater number of shares, (iii) combine its outstanding shares into a smaller number of shares or (iv) issue, by reclassification of its shares, any other securities of the Company (including any such reclassification in connection with a consolidation or merger in which the Company is the continuing entity), the number of share issuable upon conversion of this Debenture immediately prior thereto shall be adjusted so that the Holder shall be entitled to receive the kind and number of Conversion Shares, and other securities of the Company which such Holder would have owned or would have been entitled to receive immediately after the happening of any of the events described above, had the Debenture been converted immediately prior to the happening of such event or any record date with respect thereto. Any adjustment made pursuant to this subsection 6(a) shall become effective immediately after the effective date of such event.

(b)In case the Company shall issue rights, options, warrants or convertible securities to holders of its shares, for no consideration, containing the right to subscribe for or purchase shares of common stock, the number of Conversion Shares thereafter issuable upon the conversion of this Debenture shall be determined by multiplying the number of Conversion Shares theretofore issuable upon conversion of this Debenture by a fraction, of which the numerator shall be the number of shares outstanding immediately prior to the issuance of such rights, options, warrants or convertible securities plus the number of additional shares offered for subscription or purchase, and of which the denominator shall be the number of shares outstanding immediately prior to the issuance of such rights, options, warrants or convertible securities. Such adjustment shall be made whenever such rights, options, warrants or convertible securities are issued, and shall become effective immediately upon issuance of such rights, options, warrants or convertible securities. In the event of such adjustment, corresponding adjustments shall be made to the Conversion Price.

(c)In case the Company shall distribute to holders of its common shares evidences of its indebtedness or assets (excluding cash dividends or distributions out of current earnings made in the ordinary course of business consistent with past practices), then in each case the number of Conversion Shares thereafter issuable upon the conversion of this Debenture shall be determined by multiplying the number of Conversion Shares theretofore issuable upon conversion of this Debenture by a fraction, of which the numerator shall be the then Market Price (as defined below) on the date of such distribution, and of which the denominator shall be such Market Price on such date minus the then fair value (determined as provided in subsection 6(f) below) of the portion of the assets or evidences of indebtedness so distributed applicable to one share. Such adjustment shall be made whenever any such distribution is made and shall become effective on the date of distribution. In the event of any such adjustment, the number of Conversion Shares shall also be adjusted and shall be that number determined by multiplying the number of shares issuable upon exercise before the adjustment by a fraction, the numerator of which shall be the Conversion Price in effect immediately before the adjustment and the denominator of which shall be the Conversion Price as so adjusted.

4

(d) If the Company shall at any time while this Debenture is outstanding issue shares (including additional shares deemed to be issued upon conversion of any convertible security, but excluding shares issued as a dividend or distribution or upon a stock split or combination which is otherwise provided for in Section 6(a) above, or upon the issuance of options or warrants for no consideration which is otherwise provided for in Section 6(b) above) either without consideration, or for a consideration per share less than the Conversion Price in effect on the date of and immediately prior to such issue, then and in such event, the Conversion Price shall be reduced by a full ratchet anti-dilution adjustment to such lesser price (calculated to the nearest cent).

For purposes of this Section 6(d), the consideration received by the Company for the issue of any additional shares shall be computed as follows:

(A) Cash and Property. Such consideration shall:

(1)insofar as it consists of cash, be computed at the aggregate of cash received by the Company, excluding amounts paid or payable for accrued interest or accrued dividends;

(2)insofar as it consists of property other than cash, be computed at the fair market value thereof at the time of such issue, as determined in good faith by the Company's managers or governing board; and

(3)in the event additional shares are issued together with other securities or other assets of the Company for consideration which covers both, be the proportion of such consideration so received, computed as provided in clauses (1) and (2) above, as determined in good faith by the Company's board of directors.

(B)Options, Rights and Convertible Securities. The consideration per unit received by the Company for additional shares deemed to have been issued pursuant to options, warrants, rights or other convertible securities (other than when issued for no consideration as provided for in Section 6(a) above), shall be determined by dividing

(1)the total amount, if any, received or receivable by the Company as consideration for the issue of such options, rights, warrants or other convertible securities, plus the minimum aggregate amount of additional consideration (as set forth in the instruments relating thereto, without regard to any provision contained therein for a subsequent adjustment of such consideration) payable to the Company upon the exercise of such options, rights, warrants or the conversion or exchange of such convertible securities, by

(2)the maximum number of shares (as set forth in the instruments relating thereto, without regard to any provision contained therein for a subsequent adjustment of such number) issuable upon the exercise of such options, rights, warrants or the conversion or exchange of such convertible securities.

5

(e)Whenever the number of Conversion Shares issuable upon the conversion of this Debenture is adjusted as provided in this Section 6, the Conversion Price shall be adjusted by multiplying such Conversion Price immediately prior to such adjustment by a fraction, the numerator of which shall be the number of Conversion Shares issuable upon the conversion of this Debenture immediately prior to such adjustment, and the denominator of which shall be the number of Conversion Shares issuable immediately thereafter.

(f)For the purpose of this Section 6, the term "shares" shall mean (i) the common stock of the Company at the time of conversion, on a fully diluted basis. In the event that at any time, as a result of an adjustment made pursuant to this Section 6, a Debenture holder shall be entitled to convert such Debenture into any securities of the Company other than common stock, (i) if the Debenture holder's right to convert is on any other basis than that available to all holders of the Company's common stock, the Company shall obtain an opinion of a reputable investment banking firm valuing such other securities and (ii) thereafter the number of such other securities so purchasable upon conversion of a Debenture and the Conversion Price of such securities shall be subject to adjustment from time to time in a manner and on terms as nearly equivalent as practicable to the provisions with respect to the shares contained in this Section 6.

(g) Upon the expiration of any rights, options, warrants or conversion privileges, if such shall not have been exercised, the number of Conversion Shares issuable upon conversion of the Debenture and the Conversion Price, to the extent the Debenture has not then been converted, shall, upon such expiration, be readjusted and shall thereafter be such number and such price as they would have been had they been originally adjusted (or had the original adjustment not been required, as the case may be) on the basis of (A) the fact that the only shares issued in respect of such rights, options, warrants or conversion privileges were the shares, if any, actually issued or sold upon the exercise of such rights, options, warrants or conversion privileges, and (B) the fact that such shares, if any, were issued or sold for the consideration actually received by the Company upon such exercise plus the consideration, if any, actually received by the Company for the issuance, sale or grant of all such rights, options, warrants or conversion privileges whether or not exercised; provided, however, that no such readjustment shall have the effect of decreasing the numbers of Conversion Shares issuable upon conversion of the Debenture or increasing the Conversion Price by an amount in excess of the amount of the adjustment made in respect of the issuance, sale or grant of such rights, options, warrants or conversion privileges.

(h)Upon any adjustment of the Conversion Price and the number of Conversion Shares issuable upon conversion of the Debenture, then and in each such case, the Company shall give written notice thereof, by first-class mail, postage prepaid, addressed to the Holder as shown on the books of the Company, which notice shall state the Conversion Price resulting from such adjustment and the increase or decrease, if any, in the number of shares issuable at such price upon the conversion of the Debenture, setting forth in reasonable detail the method of calculation and the facts upon which such calculation is based.

6

7.Merger, Reorganization or Consolidation. In any case in which a transaction would result in a complete liquidation of the Company or a merger, reorganization, or consolidation of the Company with any other unrelated corporation or other entity in which the Company is not the surviving corporation or the Company becomes a wholly-owned subsidiary of another unrelated corporation or other entity (all such transactions being referred to herein as a "Reorganization"), the surviving corporation or other entity shall be required to assume the Debenture or to issue a substitute Debenture in place thereof which substitute Debenture shall provide for terms at least as favorable to the Holder as contained in this Debenture and shall provide the Holder the right to acquire the kind and amount of common stock and other securities and property which the Holder would have owned or been entitled to receive had the Debenture been converted immediately prior to such Reorganization.

8.No Impairment.No provision of this Debenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of this Debenture at the time, place, and rate, and in the form, herein prescribed.

9.Waiver of Demand/Presentment.The Company hereby expressly waives demand and presentment for payment, notice of non-payment, protest, notice of protest, notice of dishonor, notice of acceleration or intent to accelerate, and diligence in taking any action to collect amounts called for hereunder and shall be directly and primarily liable for the payment of all sums owing and to be owing hereto.

10.Cost and Fees.The Company agrees to pay all costs and expenses, including reasonable attorneys' fees, which may be incurred by the Holder in collecting any amount due under this Debenture.

11.Events of Default.If one or more of the following described "Events of Default" shall occur and continue for 30 days, unless a different time frame is noted below:

(a)The Company shall default in the payment of principal or interest on this Debenture, and such failure shall continue for a period of five (5) days; or

(b)The Company shall fail to perform or observe, in any material respect, any other covenant, term, provision, condition, agreement or obligation of the Company under this Debenture and such failure shall continue uncured for a period of thirty (30) days after notice from the Holder of such failure; or

(c)The Company shall (1) become insolvent; (2) admit in writing its inability to pay its debts generally as they mature; (3) make an assignment for the benefit of creditors or commence proceedings for its dissolution; (4) apply for or consent to the appointment of a trustee, liquidator or receiver for its or for a substantial part of its property or business; (5) file a petition for bankruptcy relief, consent to the filing of such petition or have filed against it an involuntary petition for bankruptcy relief, all under federal or state laws as applicable; or

7

(d)A trustee, liquidator or receiver shall be appointed for the Company or for a substantial part of its property or business without its consent and shall not be discharged within thirty (30) days after such appointment; or

(e)Any governmental agency or any court of competent jurisdiction at the instance of any governmental agency shall assume custody or control of the whole or any substantial portion of the properties or assets of the Company; or

(f)Any money judgment, writ or warrant of attachment, or similar process, in excess of One Hundred Thousand ($100,000) Dollars in the aggregate shall be entered or filed against the Company or any of its properties or other assets and shall remain unpaid, unvacated, unbonded or unstayed for a period of fifteen (15) days or in any event later than five (5) days prior to the date of any proposed sale thereunder; or

(g)Bankruptcy, reorganization, insolvency or liquidation proceedings, or other proceedings for relief under any bankruptcy law or any law for the relief of debtors shall be instituted voluntarily by or involuntarily against the Company; or

(h)The Company shall not deliver to the Holder the shares pursuant to paragraph 4 herein within 30 days of receipt of Notice of Conversion; or

(i)any of the representations or warranties made by the Company herein, in the Purchase Agreement or the Security Agreement or in any certificate or financial or other written statements heretofore or hereafter furnished by or on behalf of the Company in connection with the execution and delivery of this Debenture, the Purchase Agreement or the Security Agreement shall be false or misleading in a material respect on the Closing Date; or

(j) the Company shall fail in any one of the following respects: (A) to file, within sixty (60) days from the date hereof, a registration statement on Form S-l or SB-2,(or other applicable form ("Registration Statement"), with the Securities and Exchange Commission ("SEC"), which Registration Statement shall register for sale all Conversion Shares which may be issuable upon conversion of this Debenture; (B) to use its commercially reasonable efforts to have such Registration Statement declared effective by the SEC within one hundred eighty (180) days from the date hereof (and for purposes hereof, the Company will be deemed to be using its "commercially reasonable efforts" without any undue hardship or unreasonable expenses, provided it fully and appropriately responds to all comments from the SEC within ten (10) business days of receipt thereof, and diligently continues to seek effectiveness of such registration statement); or (C) to take such action to have the Registration Statement declared effective by the SEC within three (3) business days following written confirmation from the SEC that it either will not review the Registration Statement or that it has no further comment on the Registration Statement; or

8

(k) If the Company is then a "reporting company" it shall fail to make the required filings or statements with the Securities Exchange Commission by the appropriate deadlines. Then, or at any time thereafter, unless cured, and in each and every such case, unless such Event of Default shall have been waived in writing by the Holder (which waiver shall not be deemed to be a waiver of any subsequent default) at the option of the Holder and in the Holder's sole discretion, the Holder may consider this Debenture immediately due and payable, without presentment, demand, protest or (further) notice of any kind (other than notice of acceleration), all of which are hereby expressly waived, anything herein or in any note or other instruments contained to the contrary notwithstanding, and the Holder may immediately, and without expiration of any period of grace, enforce any and all of the Holder's rights and remedies provided herein or any other rights or remedies afforded by law. Upon an Event of Default, interest shall accrue on all amounts outstanding under this Debenture at the rate of 12% per annum, until such Event of Default is cured or the principal and all accrued interest under this Debenture is paid in full.

12.Priority. This Debenture represents a prioritized obligation of the Company. However, no recourse shall be had for the payment of the principal of this Debenture, or for any claim based hereon, or otherwise in respect hereof, against any incorporator, unitholder, officer or director, as such, past, present or future, of the Company or any successor corporation, whether by virtue of any constitution, statute or rule of law, or by the enforcement of any assessment or penalty or otherwise, all such liability being by the acceptance hereof and as part of the consideration for the issue hereof, expressly waived and released.

13.Severability.In case any provision of this Debenture is held by a court of competent jurisdiction to be excessive in scope or otherwise invalid or unenforceable, such provision shall be adjusted rather than voided, if possible, so that it is enforceable to the maximum extent possible, and the validity and enforceability of the remaining provisions of this Debenture will not in any way be affected or impaired thereby.

14.Entire Agreement. This Debenture, the Purchase Agreement, the Security Agreement and the agreements referred to in this Debenture constitute the full and entire understanding and agreement between the Company and the Holder with respect to the subject hereof. Neither this Debenture nor any term hereof may be amended, waived, discharged or terminated other than by a written instrument signed by the Company and the Holder.

15.Governing Law.This Debenture shall be governed by and construed in accordance with the laws of New York applicable to contracts made and wholly to be performed within the State of New York and shall be binding upon the successors and assigns of each party hereto. The Holder and the Company hereby mutually waive trial by jury and consent to exclusive jurisdiction and venue in the courts of the State of New York. At Holder's election, any dispute between the parties may be arbitrated rather than litigated in the courts, before the American Arbitration Association in New York City and pursuant to its rules. Upon demand made by the Holder to the Company, the Company agrees to submit to and participate in such arbitration. This Agreement may be executed in counterparts, and the facsimile transmission of an executed counterpart to this Agreement shall be effective as an original.

9

16. Miscellaneous.

(a)Notice of Certain Events. In the case of the occurrence of a Reorganization described in Section 7 of this Debenture, the Company shall cause to be mailed to the Holder of this Debenture at its last address as it appears in the Company's security registry, at least twenty (20) days prior to the applicable record, effective or expiration date hereinafter specified (or, if such twenty (20) days' notice is not possible, at the earliest possible date prior to any such record, effective or expiration date), a notice thereof, including, if applicable, a statement of the date on which such Reorganization is expected to become effective, and the date as of which it is expected that holders of record of the shares will be entitled to exchange their shares for securities, cash or other property deliverable upon such Reorganization.

(b)Transmittal of Notices. Except as may be otherwise provided herein, any notice or other communication or delivery required or permitted hereunder shall be in writing and shall be delivered personally, or sent by telecopier machine or by a nationally recognized overnight courier service, and shall be deemed given when so delivered personally, or by telecopier machine or overnight courier service as follows:

(1) If to the Holder, to:

Fountainhead Capital Partners Limited
Portman House
Hue Street
St. Helier

Jersey, Channel Islands JE4 5RP

With a copy to:

Robert Diener, Esq.
Law Offices of Robert Diener
122 Ocean Park Blvd., Suite 307
Santa Monica, CA 90405
Telephone: 310-396-1691
Facsimile: 310-362-8887

(2) If to the Holder, to:

Vycor Medical, Inc.
80 Orville Drive, Suite 100
Bohemia, New York 11716
Telephone: 631-244-1435
Facsimile: 631-244-1436

10

With a copy to:

Benjamin A. Tan Esq.

Sichenzia Ross Friedman Ference LLP

61 Broadway, 32nd Floor

New York, NY 10006

Phone 212-930-9700

Fax 212-930-9725

Each, of the Holder or the Company may change the foregoing address by notice given pursuant to this Section 16(b).

(c) Attorneys' Fees. Should any party hereto employ an attorney for the purpose of enforcing or construing this Debenture, or any judgment based on this Debenture, in any legal proceeding whatsoever, including insolvency, bankruptcy, arbitration, declaratory relief or other litigation, the prevailing party shall be entitled to receive from the other party or parties thereto reimbursement for all reasonable attorneys' fees and all reasonable costs, including but not limited to service of process, filing fees, court and court reporter costs, investigative costs, expert witness fees, and the cost of any bonds, whether taxable or not, and that such reimbursement shall be included in any judgment or final order issued in that proceeding. The "prevailing party" means the party determined by the court to most nearly prevail and not necessarily the one in whose favor a judgment is rendered.

IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed by an officer thereunto duly authorized.

Dated: February 14, 2008

	VYCOR MEDICAL, INC.
/s/ Heather N. Jensen	By:	/s/ Kenneth Coviello
Heather N. Jensen	Name:	Kenneth Coviello
President	Title	CEO

11

EXHIBIT I

NOTICE OF CONVERSION

(To be executed by the Registered Holder in order to Convert the Debenture)

The undersigned hereby irrevocably elects to convert $_________________of the above Debenture No.__________into shares of common stock of Vycor Medical, Inc. according to the conditions set forth in such Debenture, as of the date written below. If shares are to be issued in the name of a person other than the undersigned, the undersigned will pay all transfer and other taxes and charges payable with respect thereto.

Date of Conversion

__________________

Applicable Conversion Price

__________________

Signature

_____________________________________

[Print Name of Holder and Title of Signer]

Address:

_____________________________________

_____________________________________

SSN or EIN:

Shares are to be registered in the following name:

Name:

Address:

Tel:

Fax:

SSN or EIN:

Shares are to be sent or delivered to the following account:

Account Name:

Address:

12

EX-3.5

THIS WARRANT AND THE UNITS PURCHASABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. SUCH WARRANTS AND UNITS MAY NOT BE SOLD, OFFERED FOR SALE, TRANSFERRED OR HYPOTHECATED IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO SUCH SECURITIES UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.

WARRANT TO PURCHASE MEMBERSHIP UNITS OF

VYCOR MEDICAL, LLC

(BRIDGE LOAN)

Dated as of 12/15, 2006                    

HOLDER: Fountainhead Capital Partners Limited

NUMBER OF UNITS: 50.22

THIS CERTIFIES THAT, for good and valuable consideration, the above referenced holder ("Holder"), or its registered assigns, is entitled to subscribe for and purchase from VYCOR MEDICAL, LLC (the "Company"), at any time commencing on the date of this Warrant (the "Warrant") and ending at the close of business five (5) years from the date of issuance, 50.22 fully-paid and non-assessable membership units of Vycor Medical, LLC at exercise price of US$7,965.00 per unit (the "Warrant Exercise Price"), subject to the adjustment provisions of Sections 5, 6 and 11 of this Warrant.

This Warrant is issued in connection with a transaction between the Holder and the Company as more fully described in that certain Bridge Loan Agreement of even date herewith ("Bridge Loan Agreement"). The Units which may be acquired upon exercise of this Warrant are referred to herein as the "Warrant Units." As used herein, the term "Holder" includes any party who acquires all or a part of this Warrant as a permitted transferee of Holder; the term "Unit" means and includes the Company's presently authorized membership units.

This Warrant is subject to the following provisions, terms and conditions:

1. Exercise; Transferability; Vesting.

(a) The rights represented by this Warrant may be exercised by the Holder hereof, in whole or in part, by written notice of exercise (in the form attached hereto) delivered to the Company at the principal office of the Company at any time after the original issue date of this Warrant and prior to the expiration of this Warrant and accompanied or preceded by the surrender of this Warrant along with payment of the Warrant Exercise Price for such Units (i) in cash, by check or by wire transfer of federal funds, (ii) only to the extent permitted by the Company, in its sole and absolute discretion, on a cashless basis in exchange for other securities of the Company, or (iii) by a combination of the methods specified in clauses (a) and (b). Notwithstanding the foregoing, the Company, in its sole discretion, may extend and maintain, or arrange for the extension and maintenance of credit to the Holder to finance payment of the purchase price on such terms as may be approved by the Board of Directors of the Company in accordance with applicable law.

(b) This Warrant may not be sold, transferred, assigned, hypothecated or divided except as provided in Section 9 hereof.

2.Exchange and Replacement. Subject to Sections 1 and 9 hereof, this Warrant is exchangeable upon the surrender hereof by the Holder to the Company at its office for new Warrants of like tenor and date representing in the aggregate the right to purchase the number of Warrant Units purchasable hereunder, each of such new Warrants to represent the right to purchase such number of Warrant Units (not to exceed the aggregate total number purchasable hereunder) as shall be designated by the Holder at the time of such surrender. Upon receipt by the Company of evidence reasonably satisfactory to it of the loss, theft, destruction, or mutilation of this Warrant, and, in case of loss, theft or destruction, of indemnity or security reasonably satisfactory to it, and upon surrender and cancellation of this Warrant, if mutilated, the Company will make and deliver a new Warrant of like tenor, in lieu of this Warrant; provided, however, that if Holder shall be such Holder, an agreement of indemnity by such Holder in customary form shall be sufficient for all purposes of this Section 2. This Warrant shall be promptly canceled by the Company upon the surrender hereof in connection with any exchange or replacement. The Company shall pay all expenses, taxes (other than stock transfer taxes), and other charges payable in connection with the preparation, execution, and delivery of Warrants pursuant to this Section 2.

3.Issuance of the Warrant Units.

(a)The Company agrees that the Warrant Units shall be and will be deemed to be issued to the Holder as of the close of business on the date on which this Warrant shall have been surrendered and the payment made for such Warrant Units as provided herein. Subject to the provisions of the next section, certificates for the Warrant Units so purchased shall be delivered to the Holder within a reasonable time after the rights represented by this Warrant shall have been so exercised, and, unless this Warrant has expired, a new Warrant representing the right to purchase the number of Warrant Units, if any, with respect to which this Warrant shall not then have been exercised shall also be delivered to the Holder within such time.

(b)Notwithstanding the foregoing, however, the Company shall not be required to deliver any certificate for Warrant Units upon exercise of this Warrant except in accordance with exemptions from the applicable securities registration requirements or registrations under applicable securities laws. Nothing herein, however, shall obligate the Company to effect registrations under federal or state securities laws. If registrations are not in effect and if exemptions are not available when the Holder seeks to exercise the Warrant, the Warrant exercise period will be extended, if need be, to prevent the Warrant from expiring, until such time as either registrations become effective or exemptions are available, and the Warrant shall then remain exercisable for a period of at least 90 calendar days from the date the Company delivers to the Holder written notice of the availability of any registrations or exemptions. The Holder agrees to execute such documents and make such representations, warranties and agreements as maybe required solely to comply with the exemptions relied upon by the Company, or any registrations made, for the issuance of the Warrant Units.

4.Covenants of the Company. The Company covenants and agrees that all Warrant Units will, upon issuance, be duly authorized and issued, fully paid, nonassessable, and free from all taxes, liens, and charges with respect to the issue thereof. The Company further covenants and agrees that during the period within which the rights represented by this Warrant may be exercised, the Company will at all times have authorized and reserved for the purpose of issue or transfer upon exercise of the purchase rights evidenced by this Warrant a sufficient number of Units to provide for the exercise of the rights represented by this Warrant.

5.Restrictions on Issuance and Transfer of Units. Units acquired pursuant to the exercise of this Warrant which are not registered under the Securities Act of 1933, as amended (the "Act"), shall be subject to restrictions on transfer and as required by applicable state and/or federal securities laws. Any unregistered Units acquired by exercise of this Warrant shall bear a legend referring to the restrictions and limitations of this Section. The Company may impose stop transfer instructions to implement such restrictions and limitations.

6.Anti-dilution Adjustments. The number of Warrant Units purchasable upon the exercise of this Warrant and the Warrant Exercise Price shall be subject to adjustment as follows:

(a) In case the Company shall (i) pay a dividend or make a distribution on its Units or other securities, (ii) subdivide its outstanding Units into a greater number of Units, (iii) combine its outstanding Units into a smaller number of Units or (iv) issue, by reclassification of its Units or other securities of the Company (including any such reclassification in connection with a consolidation or merger in which the Company is the continuing corporation), the number of Warrant Units purchasable upon exercise of this Warrant immediately prior thereto shall be adjusted so that the Holder shall be entitled to receive the kind and number of Warrant Units and other securities of the Company which such holder would have owned or would have been entitled to receive immediately after the happening of any of the events described above, had the Warrant been exercised immediately prior to the happening of such event or any record date with respect thereto. Any adjustment made pursuant to this subsection 6(a) shall become effective immediately after the effective date of such event.

(b)In case the Company shall issue rights, options, warrants or convertible securities to holders of its Units, without any charge to such holders, containing the right to subscribe for or purchase Units, the number of Warrant Units thereafter purchasable upon the exercise of this Warrant shall be determined by multiplying the number of Warrant Units theretofore purchasable upon exercise of this Warrant by a fraction, of which the numerator shall be the number of Units outstanding immediately prior to the issuance of such rights, options, warrants or convertible securities plus the number of additional Units offered for subscription or purchase, and of which the denominator shall be the number of Units outstanding immediately prior to the issuance of such rights, options, warrants or convertible securities. Such adjustment shall be made whenever such rights, options, warrants or convertible securities are issued, and shall become effective immediately upon issuance of such rights, options, warrants or convertible securities. In the event of such adjustment, corresponding adjustments shall be made to the Warrant Exercise Price.

(c)Incase the Company shall distribute to holders of its Units evidences of its indebtedness or assets (excluding cash dividends or distributions out of current earnings made in the ordinary course of business consistent with past practices), then in each case the number of Warrant Units thereafter purchasable upon the exercise of this Warrant shall be determined by multiplying the number of Warrant Units theretofore purchasable upon exercise of this Warrant by a fraction, of which the numerator shall be the then Market Price (as defined below) on the date of such distribution, and of which the denominator shall be such Market Price on such date minus the then fair value (determined as provided in subsection 6(e) below) of the portion of the assets or evidences of indebtedness so distributed applicable to one Unit. Such adjustment shall be made whenever any such distribution is made and shall become effective on the date of distribution. In the event of any such adjustment, the number of Units subject to the Warrant shall also be adjusted and shall be that number determined by multiplying the number of Units issuable upon exercise before the adjustment by a fraction, the numerator of which shall be the Warrant Exercise Price in effect immediately before the adjustment and the denominator of which shall be the Warrant Exercise Price as so adjusted.

(d)Whenever the number of Warrant Units purchasable upon the exercise of this Warrant is adjusted as provided in this Section 6, the Warrant Exercise Price payable upon exercise of the Warrant shall be adjusted by multiplying such Warrant Exercise Price immediately prior to such adjustment by a fraction, the numerator of which shall be the number of Warrant Units purchasable upon the exercise of this Warrant immediately prior to such adjustment, and the denominator of which shall be the number of Warrant Units purchasable immediately thereafter.

(e)For the purpose of this Section 6, the term "Unit" shall mean (i) the securities designated as the Units of the Company at the date of this Agreement or (ii) any other class of securities resulting from successive changes or reclassifications of such Units. In the event that at any time, as a result of an adjustment made pursuant to this Section 6, a Warrantholder shall become entitled to purchase any securities of the Company other than Units, (i) if the Warrantholder's right to purchase is on any other basis than that available to all holders of the Company's Units, the Company shall obtain an opinion of a reputable investment banking firm valuing such other securities and (ii) thereafter the number of such other securities so purchasable upon exercise of a Warrant and the Warrant Exercise Price of such securities shall be subject to adjustment from time to time in a manner and on terms as nearly equivalent as practicable to the provisions with respect to the Units contained in this Section 6.

(f)Upon the expiration of any rights, options, warrants or conversion privileges, if such shall not have been exercised, the number of Warrant Units purchasable upon exercise of a Warrant and the Warrant Exercise Price, to the extent a Warrant has not then been exercised, shall, upon such expiration, be readjusted and shall thereafter be such number and such price as they would have been had they been originally adjusted (or had the original adjustment not been required, as the case may be) on the basis of (A) the fact that the only Units issued in respect of such rights, options, warrants or conversion privileges were the Units, if any, actually issued or sold upon the exercise of such rights, options, warrants or conversion privileges, and (B) the fact that such Units, if any, were issued or sold for the consideration actually received by the Company upon such exercise plus the consideration, if any, actually received by the Company for the issuance, sale or grant of all such rights, options, warrants or conversion privileges whether or not exercised; provided, however, that no such readjustment shall have the effect of decreasing the numbers of Warrant Units purchasable upon exercise of a Warrant or increasing the Warrant Exercise Price by an amount in excess of the amount of the adjustment made in respect of the issuance, sale or grant of such rights, options, warrants or conversion privileges.

(g)Upon any adjustment of the Warrant Exercise Price and the number of Warrant Units subject to this Warrant, then and in each such case, the Company shall give written notice thereof, by first-class mail, postage prepaid, addressed to the Holder as shown on the books of the Company, which notice shall state the Warrant Exercise Price resulting from such adjustment and the increase or decrease, if any, in the number of Units purchasable at such price upon the exercise of this Warrant, setting forth in reasonable detail the method of calculation and the facts upon which such calculation is based.

7. Merger, Reorganization or Consolidation. In any case in which a transaction would result in a complete liquidation of the Company or a merger, reorganization, or consolidation of the Company with any other unrelated corporation or other entity in which the Company is not the surviving corporation or the Company becomes a wholly-owned subsidiary of another unrelated corporation or other entity (all such transactions being referred to herein as a "Reorganization"), the surviving corporation or other entity shall be required to assume the Warrant or to issue substitute warrants in place thereof which substitute warrants shall provide for terms at least as favorable to the Warrantholders as contained in this Warrant and shall provide the Warrantholder the right to acquire the kind and amount of Units and other securities and property which the Warrantholder would have owned or been entitled to receive had the Warrants been exercised immediately prior to such Reorganization.

8.No Voting Rights. This Warrant shall not entitle the Holder to any voting rights or other rights as a stockholder of the Company.

9.Notice of Transfer of Warrant or Resale of the Warrant Units.

(a)The Holder, by acceptance hereof, agrees to give written notice to the Company before transferring this Warrant or transferring any Warrant Units of such Holder's intention to do so, describing briefly the manner of any proposed transfer. Promptly upon receiving such written notice, the Company shall present copies thereof to the Company's counsel and to counsel to the original purchaser of this Warrant. If in the opinion of each such counsel the proposed transfer may be effected without registration or qualification (under any federal or state securities laws), the Company, as promptly as practicable, shall notify the Holder of such opinion, whereupon the Holder shall be entitled to transfer this Warrant or to dispose of Warrant Units received upon the previous exercise of this Warrant, all in accordance with the terms of the notice delivered by the Holder to the Company; provided that an appropriate legend may be endorsed on the Warrant or the certificates for such Warrant Units respecting restrictions upon transfer thereof necessary or advisable in the opinion of counsel and satisfactory to the Company to prevent further transfers which would be in violation of Section 5 of the Act, and applicable state securities laws; and provided further that the prospective transferee or purchaser shall execute such documents and make such representations, warranties, and agreements as may be reasonably required solely to comply with the exemptions relied upon by the Company or the Holder for the transfer or disposition of the Warrant or Warrant Units.

(b)If in the opinion of counsel referred to in this Section 9, the proposed transfer or disposition of this Warrant or such Warrant Units described in the written notice given pursuant to this Section 9 may not be effected without registration or qualification of this Warrant or such Warrant Units, the Company shall promptly give written notice thereof to the Holder.

10.Fractional Units. Fractional Units may be issued upon the exercise of this Warrant.

11.Capitalization Adjustments.

(a) Notwithstanding anything to the contrary contained in this Warrant, in the event that the Company sells or issues Unit or rights, options, warrants or convertible securities containing the right to subscribe for, purchase or exchange into Units at a price per unit of less than US$3,982.50 (or securities convertible into Units) (the "Reduced Issue Price") at any time prior to the closing and receipt by the Company of additional funding (following the Closing) in the net amount of at least ten million dollars ($10,000,000.00), then the Warrant Exercise Price shall automatically be reduced by multiplying the Warrant Exercise Price by a fraction, the numerator of which is the Reduced Issue Price and the denominator of which is US$3,982.50. Any adjustment contemplated by this Section 11 may be waived by consent of Holders owning of a majority of the aggregate outstanding Warrants issued pursuant to the Conversion Agreement.

(b) The Warrant Exercise Price has been established based on the assumptions (the "Capitalization Assumptions") that, immediately prior to the issuance and funding of the Debenture, as described in the Bridge Loan Agreement, the issued and outstanding Units of the Company consisted entirely of 1111.11 Units, and (ii) except as disclosed on Schedule 11(b)(ii) attached hereto, there will be no options, warrants, subscription agreements or other rights or arrangements to acquire or issue any Unit of the Company other than the Warrants issued pursuant to said Bridge Loan Agreement. Holder understands and agrees that if, subsequent to the issue date of this Warrant, the Company reasonably determines in good faith that the Capitalization Assumptions were not true and correct, the Warrant Exercise Price and number of Warrant Units issuable upon exercise of this Warrant will be adjusted so that the total number of Warrant Units issued to and the total Warrant Exercise Price paid by all Holders, if all Warrants were exercised in full, would not exceed the number of Warrant Units or be less than the total Warrant Exercise Price that would have been issued and payable had the Capitalization Assumptions been true and correct.

12. Representations and Warranties. The Company represents and warrants to the Holder of this Warrant as follows:

(a)This Warrant has been duly authorized and executed by the Company and is a valid and binding obligation of the Company enforceable in accordance with its terms, subject to laws of general application relating to bankruptcy, insolvency and the relief of debtors and the rules of law or principles at equity governing specific performance, injunctive relief and other equitable remedies;

(b)The Warrant Units have been duly authorized and reserved for issuance by the Company and, when issued in accordance with the terms hereof, will be validly issued, fully paid and nonassessable; and

(c)The execution and delivery of this Warrant is not, and the issuance of the Warrant Units upon exercise of this Warrant in accordance with the terms hereof will not be, inconsistent with the articles of organization or other organizational documents of the Company, do not and will not contravene, in any material respect, any governmental rule or regulation, judgment or order applicable to the Company, and do not and will not conflict with or contravene any provision of, or constitute a default under, any indenture, mortgage, contract or other instrument of which the Company is a party or by which it is bound or require the consent or approval of, the giving of notice to, the registration or filing with or the taking of any action in respect of or by, any Federal, state or local government authority or agency or other person, except for the filing of notices pursuant to federal and state securities laws, which filings will be effected by the time required thereby.

13.Notices. Notices and other communications provided for herein shall be in writing and may be given by mail, courier, confirmed telex or facsimile transmission and shall, unless otherwise expressly required, be deemed given when received or when delivery thereof is refused. In the case of Holder, such notices and communications shall be addressed to its address as shown on the books maintained by the Company unless Holder shall notify the Company that notices and communications should be sent to a different address (or telex or facsimile number) in which case such notices and communications shall be sent to the address (or telex or facsimile number) specified by Holder.

14.Governing Law. This Warrant shall be governed by and construed in accordance with the laws of the State of New York.

15.General Provisions.

(a)This Agreement contains the entire understanding between the parties with respect to the subject matter hereof, and supersedes any and all prior written or oral agreements between the parties with respect to the subject matter hereof. There are no representations, agreements, arrangements, or understandings, either written or oral, between or among the parties with respect to the subject matter hereof which are not set forth in this Agreement.

(b)Each party to this Agreement agrees to perform such further acts and to execute and deliver such other and additional documents as may be reasonably necessary to carry out the provisions of this Agreement.

(c)If any term, provision, covenant, or condition of this Agreement is held by a court of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, such invalidity, illegality, or unenforceability shall not affect any of the other terms, provisions, covenants, or conditions of this Agreement, each of which shall be binding and enforceable.

(d)This Agreement may not be modified, extended, renewed or substituted without an amendment or other agreement in writing signed by the parties to this Agreement.

IN WITNESS WHEREOF, the Company has caused this Warrant to be signed by its duly authorized officer as the date first specified above.

		VYCOR MEDICAL, LLC
By:	/s/ Kenneth Coviello
Name: Kenneth Coviello
Title: CEO

VYCOR MEDICAL, LLC

WARRANT EXERCISE NOTICE

(TO BE SIGNED ONLY UPON EXERCISE OF WARRANT)

The undersigned Holder of the foregoing Warrant hereby irrevocably elects to exercise the right, represented by such Warrant, to purchase___________Units of VYCOR MEDICAL, LLC and tenders herewith payment in accordance with Section 1 of said Warrant as follows:

______________ Units for CASH: $ _____________________

Please deliver the stock certificate to the address set forth below. In addition, if the number of Units being purchased pursuant to this exercise is less than the all of the Units purchasable under this Warrant, please return to such address either (1) the Warrant marked to reflect the remaining balance of Units purchasable thereunder or (2) a newly issued Warrant in the name of the undersigned for such remaining balance of Units purchasable thereunder.

Dated: _______________________

Name of Warrant Holder: __________________________________________________________________________

Tax Identification No. or

Social Security No. of Warrant Holder: ________________________________________________________________

____________________________________________

(Signature)

Title:

NOTE: THE ABOVE SIGNATURE SHOULD CORRESPOND EXACTLY WITH THE NAME OF THE WARRANT HOLDER AS IT APPEARS ON THE FIRST PAGE OF THE WARRANT OR ON A DULY EXECUTED WARRANT ASSIGNMENT.

VYCOR MEDICAL, LLC

WARRANT ASSIGNMENT

(TO BE SIGNED ONLY UPON TRANSFER OF WARRANT)

FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto _______________________________________________________________________________, theassignee,whoseaddressis _________________________________, and whose tax identification or social security number is ____________________________, the right represented by the foregoing Warrant to purchase _________________________________ Units of VYCOR MEDICAL, LLC, to which the foregoing Warrant relates and appoints _________________________ attorney to transfer said right on the books of Secure Science Corporation, with full power of substitution in the premises. If the number of Units assigned is less than all of the Units purchasable under the Warrant, anew Warrant will be issued in the name of the undersigned for the remaining balance of the Units purchasable thereunder.

Dated: _____________________________________

Name of Warrant Holder/Assignor: ________________________________________

(Please print)

________________________________

(Signature)

Title:

Address of Warrant Holder/Assignor.	_________________________________________
	_________________________________________
	_________________________________________

Tax Identification No. or Social Security No. of

Warrant Holder/Assignor: _______________________________________________________

NOTE: THE ABOVE SIGNATURE SHOULD CORRESPOND EXACTLY WITH TH NAME OF THE WARRANT HOLDER AS IT APPEARS ON THE FIRST PAGE C THE WARRANT OR ON A DULY EXECUTED ASSIGNMENT FORM.

Schedule 11(b)(ii)

Warrant Holder	option price		units		Exercise Term
Dr. Langer	$	4,000		20	TBD
Martin Magida	$	2,000		10	TBD
Bob Guinta	$	2,000		10	TBD
GC Advisors LLC	$	4,000		12	1 year
	$	6,233		12	2 years
	$	8,810		12	3 year

EX-3.6

THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN AND WILL NOT BE REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE PURSUANT TO AN EXEMPTION FROM REGISTRATION PROVIDED BY SECTION 3(b) OF THE SECURITIES ACT OF 1933, AS AMENDED, AND THE RULES AND REGULATIONS PROMULGATED THEREUNDER (THE "1933 ACT"), AND RULE 504 OF REGULATION D PROMULGATED THEREUNDER.

BRIDGE LOAN DEBENTURE

No.                             US$172,500.00

VYCOR MEDICAL, LLC

SENIOR CONVERTIBLE DEBENTURE

DUE                            , 2007

FOR VALUE RECEIVED, the Company promises to pay to the registered holders hereof and their authorized successors and permitted assigns, as set forth on Schedule A hereto ("Holder(s)"), the aggregate principal face amount of US$172,500 six months from date of issuance, 2007 ("Maturity Date"), together with interest thereon at the "Applicable Federal Rate" as defined in sec. 1274(d) of the Internal Revenue Code. The Holder shall have the sole option to extend the Maturity Date. Principal and accrued interest shall be paid semi-annually to the person in whose name this Debenture is registered on the records of the Company regarding registration and transfers of the Debenture ("Debenture Register"); provided, however, that the Company's obligation to a transferee of this Debenture arises only if such transfer, sale or other disposition is made in accordance with the terms hereof and duly entered in the Debenture Register. The principal amount of this Debenture is payable at the address last appearing on the Debenture Register of the Company as designated in writing by the Holder hereof from time to time. The Company will pay the outstanding principal due upon this Debenture before or on the Maturity Date, less any amounts required by law to be deducted or withheld, to the Holder of this Debenture by check if paid more than 10 days prior to the Maturity Date or by wire transfer and addressed to such Holder at the last address appearing on the Debenture Register. The forwarding of such check or wire transfer shall constitute a payment of outstanding principal hereunder and shall satisfy and discharge the liability for principal on this Debenture to the extent of the sum represented by such check or wire transfer.

This Debenture is subject to the following additional provisions:

1. The Debentures are issuable in denominations of Fifty Thousand Dollars (US$50,000) and integral multiples thereof. The Debentures are exchangeable for an equal aggregate principal amount of Debentures of different authorized denominations, as requested by the Holders surrendering the same, but not less than U.S. $50,000. No service charge will be made for such registration or transfer or exchange, except that Holder shall pay any tax or other governmental charges payable in connection therewith.

2. The Company shall be entitled to withhold from all payments any amounts required to be withheld under the applicable laws.

3. This Debenture may be transferred or exchanged only in compliance with the Securities Act of 1933, as amended (the "Act") and applicable state securities laws. Prior to due presentment for transfer of this Debenture, the Company and any agent of the Company may treat the person in whose name this Debenture is duly registered on the Company's Debenture Register as the owner hereof for all other purposes, whether or not this Debenture be overdue, and neither the Company nor any such agent shall be affected or bound by notice to the contrary. Any Holder of this Debenture, electing to exercise the right of conversion set forth in Section 4(a) hereof, in addition to the requirements set forth in Section 4(a), and any prospective transferee of this Debenture, are also required to give the Company written confirmation that the Debenture is being converted ("Notice of Conversion") in the form annexed hereto as Exhibit I. The date of receipt (including receipt by telecopy) of such Notice of Conversion shall be the Conversion Date.

4. The Holder is entitled, at its option, to convert all or any amount of the principal face amount of this Debenture then outstanding into a number of membership units of the Company (the "Conversion Units") calculated to be equal to ten percent (10%) of the issued and outstanding aggregate membership units of the Company at a post-money valuation of the Company at the date of issuance of this Debenture of $1,500,000 ("Conversion Price"), subject to adjustment as provided herein. If the number of resultant Conversion Units would as a matter of law or pursuant to regulatory authority require the Company to seek member approval of such issuance, the Company shall, as soon as practicable, take the necessary steps to seek such approval. Such conversion shall be effectuated, by the Company delivering the Conversion Units to the Holder within 30 days of receipt by the Company of the Notice of Conversion. Once the Holder has received such Conversion Units, the Holder shall surrender the Debentures to be converted to the Company, executed by the Holder of this Debenture evidencing such Holder's intention to convert this Debenture or a specified portion hereof, and accompanied by proper assignment hereof in blank. If the Company shall fail to deliver the Conversion Units to the Holder within such 30 day period, the Conversion Price shall be automatically reduced by twenty-five percent (25%).

5. Priority; Security.The obligation evidenced by this Debenture shall be senior to all other obligations of the Company other than obligations specifically approved by the Holder. The obligation evidenced by this Debenture is secured by a first priority security interest in all of the assets of the Company other than liens specifically approved by the Holder.

6. Anti-dilution Adjustments. The number of units issuable upon conversion of this Debenture and the Conversion Price shall be subject to adjustment as follows:

(a) In case the Company shall (i) pay a dividend or make a distribution on its units in additional units or other securities, (ii) subdivide its outstanding units into a greater number of units, (iii) combine its outstanding units into a smaller number of units or (iv) issue, by reclassification of its units, any other securities of the Company (including any such reclassification in connection with a consolidation or merger in which the Company is the continuing entity), the number of units issuable upon conversion of this Debenture immediately prior thereto shall be adjusted so that the Holder shall be entitled to receive the kind and number of Conversion Units,and other securities of the Company which such holder would have owned or would have been entitled to receive immediately after the happening of any of the events described above, had the Debenture been converted immediately prior to the happening of such event or any record date with respect thereto. Any adjustment made pursuant to this subsection 6(a) shall become effective immediately after the effective date of such event.

(b) In case the Company shall issue rights, options, warrants or convertible securities to holders of its units, without any charge to such holders, containing the right to subscribe for or purchase units, the number of Conversion Units thereafter issuable upon the conversion of this Debenture shall be determined by multiplying the number of Conversion Units theretofore issuable upon conversion of this Debenture by a fraction, of which the numerator shall be the number of units of units outstanding immediately prior to the issuance of such rights, options, warrants or convertible securities plus the number of additional units offered for subscription or purchase, and of which the denominator shall be the number of units outstanding immediately prior to the issuance of such rights, options, warrants or convertible securities. Such adjustment shall be made whenever such rights, options, warrants or convertible securities are issued, and shall become effective immediately upon issuance of such rights, options, warrants or convertible securities. In the event of such adjustment, corresponding adjustments shall be made to the Conversion Price.

(c) In case the Company shall distribute to holders of its units evidences of its indebtedness or assets (excluding cash dividends or distributions out of current earnings made in the ordinary course of business consistent with past practices), then in each case the number of Conversion Units thereafter issuable upon the conversion of this Debenture shall be determined by multiplying the number of Conversion Units theretofore issuable upon conversion of this Debenture by a fraction, of which the numerator shall be the then Market Price (as defined below) on the date of such distribution, and of which the denominator shall be such Market Price on such date minus the then fair value (determined as provided in subsection 6(e) below) of the portion of the assets or evidences of indebtedness so distributed applicable to one unit. Such adjustment shall be made whenever any such distribution is made and shall become effective on the date of distribution. In the event of any such adjustment, the number of Conversion Units shall also be adjusted and shall be that number determined by multiplying the number of units issuable upon exercise before the adjustment by a fraction, the numerator of which shall be the Conversion Price in effect immediately before the adjustment and the denominator of which shall be the Conversion Price as so adjusted.

(d) Whenever the number of Conversion Units issuable upon the conversion of this Debenture is adjusted as provided in this Section 6, the Conversion Price shall be adjusted by multiplying such Conversion Price immediately prior to such adjustment by a fraction, the numerator of which shall be the number of Conversion Units issuable upon the conversion of this Debenture immediately prior to such adjustment, and the denominator of which shall be the number of Conversion Units issuable immediately thereafter.

(e) For the purpose of this Section 6, the term "units" shall mean (i) the membership units of the Company at the date of this Agreement. In the event that at any time, as a result of an adjustment made pursuant to this Section 6, a Debenture holder shall be entitled to convert such Debenture into any securities of the Company other than units, (i) if the Debenture holder's right to convert is on any other basis than that available to all holders of the Company's units, the Company shall obtain an opinion of a reputable investment banking firm valuing such other securities and (ii) thereafter the number of such other securities so purchasable upon conversion of a Debenture and the Conversion Price of such securities shall be subject to adjustment from time to time in a manner and on terms as nearly equivalent as practicable to the provisions with respect to the units contained in this Section 6.

(f) Upon the expiration of any rights, options, warrants or conversion privileges, if such shall not have been exercised, the number of Conversion Units issuable upon conversion of the Debenture and the Conversion Price, to the extent the Debenture has not then been converted, shall, upon such expiration, be readjusted and shall thereafter be such number and such price as they would have been had they been originally adjusted (or had the original adjustment not been required, as the case may be) on the basis of (A) the fact that the only unitsI issued in respect of such rights, options, warrants or conversion privileges were the units, if any, actually issued or sold upon the exercise of such rights, options, warrants or conversion privileges, and (B) the fact that such units, if any, were issued or sold for the consideration actually received by the Company upon such exercise plus the consideration, if any, actually received by the Company for the issuance, sale or grant of all such rights, options, warrants or conversion privileges whether or not exercised; provided, however, that no such readjustment shall have the effect of decreasing the numbers of Conversion Units issuable upon conversion of the Debenture or increasing the Conversion Price by an amount in excess of the amount of the adjustment made in respect of the issuance, sale or grant of such rights, options, warrants or conversion privileges.

(g) Upon any adjustment of the Conversion Price and the number of Conversion Units issuable upon conversion of the Debenture, then and in each such case, the Company shall give written notice thereof, by first-class mail, postage prepaid, addressed to the Holder as shown on the books of the Company, which notice shall state the Conversion Price resulting from such adjustment and the increase or decrease, if any, in the number of units issuable at such price upon the conversion of the Debenture, setting forth in reasonable detail the method of calculation and the facts upon which such calculation is based.

7. Merger, Reorganization or Consolidation. In any case in which a transaction would result in a complete liquidation of the Company or a merger, reorganization, or consolidation of the Company with any other unrelated corporation or other entity in which the Company is not the surviving corporation or the Company becomes a wholly-owned subsidiary of another unrelated corporation or other entity (all such transactions being referred to herein as a "Reorganization"), the surviving corporation or other entity shall be required to assume the Debenture or to issue a substitute Debenture in place thereof which substitute Debenture shall provide for terms at least as favorable to the Debenture holders as contained in this Debenture and shall provide the Debenture holder the right to acquire the kind and amount of units and other securities and property which the Debenture holder would have owned or been entitled to receive had the Debenture been converted immediately prior to such Reorganization.

8. No provision of this Debenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of this Debenture at the time, place, and rate, and in the form, herein prescribed.

9. The Company hereby expressly waives demand and presentment for payment, notice of non-payment, protest, notice of protest, notice of dishonor, notice of acceleration or intent to accelerate, and diligence in taking any action to collect amounts called for hereunder and shall be directly and primarily liable for the payment of all sums owing and to be owing hereto.

10. The Company agrees to pay all costs and expenses, including reasonable attorneys' fees, which may be incurred by the Holder in collecting any amount due under this Debenture.

11. If one or more of the following described "Events of Default" shall occur and continue for 30 days, unless a different time frame is noted below:

(a) The Company shall default in the payment of principal on this Debenture; or

(b) The Company shall fail to perform or observe, in any material respect, any other covenant, term, provision, condition, agreement or obligation of the Company under this Debenture and such failure shall continue uncured for a period of thirty (30) days after notice from the Holder of such failure; or

(c) The Company shall (1) become insolvent; (2) admit in writing its inability to pay its debts generally as they mature; (3) make an assignment for the benefit of creditors or commence proceedings for its dissolution; (4) apply for or consent to the appointment of a trustee, liquidator or receiver for its or for a substantial part of its property or business; (5) file a petition for bankruptcy relief, consent to the filing of such petition or have filed against it an involuntary petition for bankruptcy relief, all under federal or state laws as applicable; or

(d) A trustee, liquidator or receiver shall be appointed for the Company or for a substantial part of its property or business without its consent and shall not be discharged within thirty (30) days after such appointment; or

(e) Any governmental agency or any court of competent jurisdiction at the instance of any governmental agency shall assume custody or control of the whole or any substantial portion of the properties or assets of the Company; or

(f) Any money judgment, writ or warrant of attachment, or similar process, in excess of One Hundred Thousand ($100,000) Dollars in the aggregate shall be entered or filed against the Company or any of its properties or other assets and shall remain unpaid, unvacated, unbonded or unstayed for a period of fifteen (15) days or in any event later than five (5) days prior to the date of any proposed sale thereunder; or

(g) Bankruptcy, reorganization, insolvency or liquidation proceedings, or other proceedings for relief under any bankruptcy law or any law for the relief of debtors shall be instituted voluntarily by or involuntarily against the Company; or

(h) The Company shall not deliver to the Holder the units pursuant to paragraph 4 herein within 30 days; or

(j) If the Company is then a "reporting company" it shall fail to make the required filings or statements with the Securities Exchange Commission by the appropriate deadlines.

Then, or at any time thereafter, unless cured, and in each and every such case, unless such Event of Default shall have been waived in writing by the Holder (which waiver shall not be deemed to be a waiver of any subsequent default) at the option of the Holder and in the Holder's sole discretion, the Holder may consider this Debenture immediately due and payable, without presentment, demand, protest or (further) notice of any kind (other than notice of acceleration), all of which are hereby expressly waived, anything herein or in any note or other instruments contained to the contrary notwithstanding, and the Holder may immediately, and without expiration of any period of grace, enforce any and all of the Holder's rights and remedies provided herein or any other rights or remedies afforded by law.

12. This Debenture represents a prioritized obligation of the Company. However, no recourse shall be had for the payment of the principal of this Debenture, or for any claim based hereon, or otherwise in respect hereof, against any incorporator, unitholder, officer or director, as such, past, present or future, of the Company or any successor corporation, whether by virtue of any constitution, statute or rule of law, or by the enforcement of any assessment or penalty or otherwise, all such liability being by the acceptance hereof and as part of the consideration for the issue hereof, expressly waived and released.

13. In case any provision of this Debenture is held by a court of competent jurisdiction to be excessive in scope or otherwise invalid or unenforceable, such provision shall be adjusted rather than voided, if possible, so that it is enforceable to the maximum extent possible, and the validity and enforceability of the remaining provisions of this Debenture will not in any way be affected or impaired thereby.

14. This Debenture and the agreements referred to in this Debenture constitute the full and entire understanding and agreement between the Company and the Holder with respect to the subject hereof. Neither this Debenture nor any term hereof may be amended, waived, discharged or terminated other than by a written instrument signed by the Company and the Holder.

15. This Debenture shall be governed by and construed in accordance with the laws of New York applicable to contracts made and wholly to be performed within the State of New York and shall be binding upon the successors and assigns of each party hereto. The Holder and the Company hereby mutually waive trial by jury and consent to exclusive jurisdiction and venue in the courts of the State of New York. At Holder's election, any dispute between the parties may be arbitrated rather than litigated in the courts, before the American Arbitration Association in New York City and pursuant to its rules. Upon demand made by the Holder to the Company, the Company agrees to submit to and participate in such arbitration. This Agreement may be executed in counterparts, and the facsimile transmission of an executed counterpart to this Agreement shall be effective as an original.

IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed by an officer thereunto duly authorized.

Dated: 12/14, 2006

VYCOR MEDICAL, LLC
By:	/s/ Kenneth Coviello
Title: CEO

EXHIBIT I

NOTICE OF CONVERSION

(To be Executed by the Registered Holder in order to Convert the Debenture)

The undersigned hereby irrevocably elects to convert $                       of the above Debenture No.                   into Units of Vycor Medical LLC according to the conditions set forth in such Debenture, as of the date written below. If Units are to be issued in the name of a person other than the undersigned, the undersigned will pay all transfer and other taxes and charges payable with respect thereto.

Date of Conversion

Applicable Conversion Price

Signature

[Print Name of Holder and Title of Signer]

Address:

SSN or EIN:

Units are to be registered in the following name:

Name:

Address:

Tel:

Fax:

SSN or EIN:

Units are to be sent or delivered to the following account:

Account Name:

Address:

SCHEDULE A

DEBENTURE HOLDERS

Name/Address Aggregate Principal Amount of Debentures

EX-3.7

THIS WARRANT AND THE UNITS OF MEMBERSHIP INTERESTS PURCHASABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. SUCH WARRANTS AND SHARES MAY NOT BE SOLD, OFFERED FOR SALE, TRANSFERRED OR HYPOTHECATED IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO SUCH SECURITIES UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.

WARRANT TO PURCHASE MEMBERSHIP UNITS

OF

VYCOR MEDICAL, LLC

 Dated as of January 9, 2007

HOLDER: GC Advisors, LLC

NUMBER OF UNITS: 12

THIS CERTIFIES THAT, for good and valuable consideration, the above referenced holder ("Holder"), or its registered assigns, is entitled to subscribe for and purchase from VYCOR MEDICAL, LLC (the ''Company"), at any time commencing on the date of this Warrant (the "Warrant") and ending at the close of one (1) year from the date of issuance, 12 units fully paid and nonassessable membership units of the Company at exercise price of $4,000 per unit (the "Warrant Exercise Price"), subject to the adjustment provisions of Sections 5, 6 and 11 of this Warrant.

This Warrant is issued in connection with a transaction between the Holder and the Company as more fully described in that certain Debenture and Warrant Purchase Agreement of even date herewith. The units of membership interests which may be acquired upon exercise of this Warrant are referred to herein as the "Warrant Shares." As used herein, the term "Holder" includes any party who acquires all or a part of this Warrant as a permitted transferee of Holder; the term "Units" means and includes the Company's presently outstanding membership interests.

This Warrant is subject to the following provisions, terms and conditions:

1. Exercise; Transferability; Vesting.

(a) The rights represented by this Warrant may be exercised by the Holder hereof, in whole or in part by written notice of exercise (in the form attached hereto) delivered to the Company at the principal office of the Company at any time after the original issue date of this Warrant and prior to the expiration of this Warrant and accompanied or preceded by the surrender of this Warrant along with payment of the Warrant Exercise Price for such shares (i) in cash, by check or by wire transfer of federal funds, (ii) only to the extent permitted by the Company, in its sole and absolute discretion, on a cashless basis in exchange for other securities of the Company, or (iii) by a combination of the methods specified in clauses (a) and (b). Notwithstanding the foregoing, the Company, in its sole discretion, may extend and maintain, or arrange for the extension and maintenance of credit to the Holder to finance payment of the purchase price on such terms as may be approved by the Board of Directors of the Company in accordance with applicable law.

Page 1

(b) This Warrant may not be sold, transferred, assigned, hypothecated or divided except as provided in Section 9 hereof.

2.Exchange and Replacement. Subject to Sections 1 and 9 hereof, this Warrant is exchangeable upon the surrender hereof by the Holder to the Company at its office for new Warrants of like tenor and date representing in the aggregate the right to purchase the number of Warrant Shares purchasable hereunder, each of such new Warrants to represent the right to purchase such number of Warrant Shares (not to exceed the aggregate total number purchasable hereunder) as shall be designated by the Holder at the time of such surrender. Upon receipt by the Company of evidence reasonably satisfactory to it of the loss, theft, destruction, or mutilation of this Warrant, and, in case of loss, theft or destruction, of indemnity or security reasonably satisfactory to it, and upon surrender and cancellation of this Warrant, if mutilated, the Company will make and deliver a new Warrant of like tenor, in lieu of this Warrant; provided, however, that if Holder shall be such Holder, an agreement of indemnity by such Holder in customary form shall be sufficient for all purposes of this Section 2. This Warrant shall be promptly canceled by the Company upon the surrender hereof in connection with any exchange or replacement. The Company shall pay all expenses, taxes (other than stock transfer taxes), and other charges payable in connection with the preparation, execution, and delivery of Warrants pursuant to this Section 2.

3.Issuance of the Warrant Shares.

(a)The Company agrees that the Warrant Shares shall be and will be deemed to be issued to the Holder as of the close of business on the date on which this Warrant shall have been surrendered and the payment made for such Warrant Shares as provided herein. Subject to the provisions of the next section, certificates for the Warrant Shares so purchased shall be delivered to the Holder within a reasonable time after the rights represented by this Warrant shall have been so exercised, and, unless this Warrant has expired, a new Warrant representing the right to purchase the number of Warrant Shares, if any, with respect to which this Warrant shall not then have been exercised shall also be delivered to the Holder within such time.

(b)Notwithstanding the foregoing, however, the Company shall not be required to deliver any certificate for Warrant Shares upon exercise of this Warrant except in accordance with exemptions from the applicable securities registration requirements or registrations under applicable securities laws. Nothing herein, however, shall obligate the Company to effect registrations under federal or state securities laws. If registrations are not in effect and if exemptions are not available when the Holder seeks to exercise the Warrant, the Warrant exercise period will be extended, if need be, to prevent the Warrant from expiring, until such time as either registrations become effective or exemptions are available, and the Warrant shall then remain exercisable for a period of at least 90 calendar days from the date the Company delivers to the Holder written notice of the availability of any registrations or exemptions. The Holder agrees to execute such documents and make such representations, warranties and agreements as maybe required solely to comply with the exemptions relied upon by the Company, or any registrations made, for the issuance of the Warrant Shares.

Page 2

4.Covenants of the Company. The Company covenants and agrees that all Warrant Shares will, upon issuance, be duly authorized and issued, fully paid, nonassessable, and free from all taxes, liens, and charges with respect to the issue thereof. The Company further covenants and agrees that during the period within which the rights represented by this Warrant may be exercised, the Company will at all times have authorized for the purpose of issue or transfer upon exercise of the purchase rights evidenced by this Warrant a sufficient number of Units to provide for the exercise of the rights represented by this Warrant.

5.Restrictions on Issuance and Transfer of Shares. Units acquired pursuant to the exercise of this Warrant which are not registered under the Securities Act of 1933, as amended (the "Act"), shall be subject to restrictions on transfer and as required by applicable state and/or federal securities laws. Any unregistered shares acquired by exercise of this Warrant shall bear a legend referring to the restrictions and limitations of this Section. The Company may impose stop transfer instructions to implement such restrictions and limitations.

6.Anti-dilution Adjustments. The number of Warrant Shares purchasable upon the exercise of this Warrant and the Warrant Exercise Price shall be subject to adjustment as follows:

(a) In case the Company shall (i) pay a dividend or make a distribution on its Units in membership units or other securities, (ii) subdivide its outstanding Units into a greater number of units, (iii) combine its outstanding Units into a smaller number of units or (iv) issue, by reclassification of its Units, membership units or other securities of the Company (including any such reclassification in connection with a consolidation or merger in which the Company is the continuing corporation), the number of Warrant Shares purchasable upon exercise of this Warrant immediately prior thereto shall be adjusted so that the Holder shall be entitled to receive the kind and number of Warrant Shares, shares of its capital stock and other securities of the Company which such holder would have owned or would have been entitled to receive immediately after the happening of any of the events described above, had the Warrant been exercised immediately prior to the happening of such event or any record date with respect thereto. Any adjustment made pursuant to this subsection 6(a) shall become effective immediately after the effective date of such event.

(b) In case the Company shall issue rights, options, warrants or convertible securities to holders of its Units, without any charge to such holders, containing the right to subscribe for or purchase Units, the number of Warrant Shares thereafter purchasable upon the exercise of this Warrant shall be determined by multiplying the number of Warrant shares theretofore purchasable upon exercise of this Warrant by a fraction, of which the numerator shall be the number Units outstanding immediately prior to the issuance of such rights, options, warrants or convertible securities plus the number of additional shares of Units offered for subscription or purchase, and of which the denominator shall be the number of Units outstanding immediately prior to the issuance of such rights, options, warrants or convertible securities. Such adjustment shall be made whenever such rights, options, warrants or convertible securities are issued, and shall become effective immediately upon issuance of such rights, options, warrants or convertible securities. In the event of such adjustment, corresponding adjustments shall be made to the Warrant Exercise Price.

Page 3

(c)In case the Company shall distribute to holders of its Units evidences of its indebtedness or assets (excluding cash dividends or distributions out of current earnings made in the ordinary course of business consistent with past practices), then in each case the number of Warrant shares thereafter purchasable upon the exercise of this Warrant shall be determined by multiplying the number of Warrant Shares theretofore purchasable upon exercise of this Warrant by a fraction, of which the numerator shall be the then Market Price (as defined below) on the date of such distribution, and of which the denominator shall be such Market Price on such date minus the then fair value (determined as provided in subsection 6(e) below) of the portion of the assets or evidences of indebtedness so distributed applicable to one Unit. Such adjustment shall be made whenever any such distribution is made and shall become effective on the date of distribution. In the event of any such adjustment, the number of shares of Units subject to the Warrant shall also be adjusted and shall be that number determined by multiplying the number of Units issuable upon exercise before the adjustment by a fraction, the numerator of which shall be the Warrant Exercise Price in effect immediately before the adjustment and the denominator of which shall be the Warrant Exercise Price as so adjusted.

(d)Whenever the number of Warrant Shares purchasable upon the exercise of this Warrant is adjusted as provided in this Section 6, the Warrant Exercise Price payable upon exercise of the Warrant shall be adjusted by multiplying such Warrant Exercise Price immediately prior to such adjustment by a fraction, the numerator of which shall be the number of Warrant Shares purchasable upon the exercise of this Warrant immediately prior to such adjustment, and the denominator of which shall be the number of Warrant Shares purchasable immediately thereafter.

(e)For the purpose of this Section 6, the term "Units" shall mean (i) the units of membership interests of the Company at the date of this Agreement or (ii) any other class of units or stock resulting from successive changes or reclassifications of such Units consisting solely of changes in par value, or from par value to no par value, or from no par value to par value. In the event that at any time, as a result of an adjustment made pursuant to this Section 6, a Warrantholder shall become entitled to purchase any securities of the Company other than Units, (i) if the Warrantholder's right to purchase is on any other basis than that available to all holders of the Company's Units, the Company shall obtain an opinion of a reputable investment banking firm valuing such other securities and (ii) thereafter the number of such other securities so purchasable upon exercise of a Warrant and the Warrant Exercise Price of such securities shall be subject to adjustment from time to time in a manner and on terms as nearly equivalent as practicable to the provisions with respect to the Units contained in this Section 6.

(f)Upon the expiration of any rights, options, warrants or conversion privileges, if such shall not have been exercised, the number of Warrant Shares purchasable upon exercise of a Warrant and the Warrant Exercise Price, to the extent a Warrant has not then been exercised, shall, upon such expiration, be readjusted and shall thereafter be such number and such price as they would have been had they been originally adjusted (or had the original adjustment not been required, as the case may be) on the basis of (A) the fact that the only shares of Units issued in respect of such rights, options, warrants or conversion privileges were the shares of Units, if any, actually issued or sold upon the exercise of such rights, options, warrants or conversion privileges, and (B) the fact that such shares of Units, if any, were issued or sold for the consideration actually received by the Company upon such exercise plus the consideration, if any, actually received by the Company for the issuance, sale or grant of all such rights, options, warrants or conversion privileges whether or not exercised; provided, however, that no such readjustment shall have the effect of decreasing the numbers of Warrant Shares purchasable upon exercise of a Warrant or increasing the Warrant Exercise Price by an amount in excess of the amount of the adjustment made in respect of the issuance, sale or grant of such rights, options, warrants or conversion privileges.

Page 4

(g) Upon any adjustment of the Warrant Exercise Price and the number of Warrant Shares subject to this Warrant, then and in each such case, the Company shall give written notice thereof, by first-class mail, postage prepaid, addressed to the Holder as shown on the books of the Company, which notice shall state the Warrant Exercise Price resulting from such adjustment and the increase or decrease, if any, in the number of Units purchasable at such price upon the exercise of this Warrant, setting forth in reasonable detail the method of calculation and the facts upon which such calculation is based.

7. Merger, Reorganization or Consolidation. In any case in which a transaction would result in a complete liquidation of the Company or a merger, reorganization, or consolidation of the Company with any other unrelated corporation or other entity in which the Company is not the surviving corporation or the Company becomes a wholly-owned subsidiary of another unrelated corporation or other entity (all such transactions being referred to herein as a "Reorganization"), the surviving corporation or other entity shall be required to assume the Warrant or to issue substitute warrants in place thereof which substitute warrants shall provide for terms at least as favorable to the Warrantholders as contained in this Warrant and shall provide the Warrantholder the right to acquire the kind and amount of shares and other securities and property which the Warrantholder would have owned or been entitled to receive had the Warrants been exercised immediately prior to such Reorganization.

8.No Voting Rights. This Warrant shall not entitle the Holder to any voting rights or other rights as a stockholder of the Company.

9.Notice of Transfer of Warrant or Resale of the Warrant Shares.

(a) The Holder, by acceptance hereof, agrees to give written notice to the Company before transferring this Warrant or transferring any Warrant Shares of such Holder's intention to do so, describing briefly the manner of any proposed transfer. Promptly upon receiving such written notice, the Company shall present copies thereof to the Company's counsel and to counsel to the original purchaser of this Warrant. If in the opinion of each such counsel the proposed transfer may be effected without registration or qualification (under any federal or state securities laws), the Company, as promptly as practicable, shall notify the Holder of such opinion, whereupon the Holder shall be entitled to transfer this Warrant or to dispose of Warrant Shares received upon the previous exercise of this Warrant, all in accordance with the terms of the notice delivered by the Holder to the Company; provided that an appropriate legend may be endorsed on the Warrant or the certificates for such Warrant Shares respecting restrictions upon transfer thereof necessary or advisable in the opinion of counsel and satisfactory to the Company to prevent further transfers which would be in violation of Section 5 of the Act, and applicable state securities laws; and provided further that the prospective transferee or purchaser shall execute such documents and make such representations, warranties, and agreements as may be reasonably required solely to comply with the exemptions relied upon by the Company or the Holder for the transfer or disposition of the Warrant or Warrant Shares.

Page 5

(b) If in the opinion of counsel referred to in this Section 9, the proposed transfer or disposition of this Warrant or such Warrant Shares described in the written notice given pursuant to this Section 9 may not be effected without registration or qualification of this Warrant or such Warrant Shares, the Company shall promptly give written notice thereof to the Holder.

10. Capitalization Adjustments.

(a)Notwithstanding anything to the contrary contained in this Warrant, in the event that the Company sell or issue Units or rights, options, warrants or convertible securities containing the right to subscribe for, purchase or exchange into Units at a price per share of less than $4,000 (or securities convertible into shares of its Units) (the "Reduced Issue Price") at any time prior to the closing and receipt by the Company of additional funding (following the Closing) in the net amount of at least $250,000, then the Warrant Exercise Price shall automatically be reduced to equal the Reduced Issue Price. Notwithstanding the foregoing, no reduction of the Warrant Exercise Price shall occur as a result of (A) any issuance or exercise of options, warrants or restricted shares to employees, directors, consultants or advisors to the Company (or any subsidiary) pursuant to the terms of any compensation plan or arrangement approved by the Board of Directors of the Company, (B) securities issued in connection with any bona fide acquisition by the Company (including any assumption of options or other convertible securities resulting from any acquisition of another company by merger or exchange of securities), (C) any issuance or exercise of securities, options or warrants issued to suppliers, distributors or retailers as compensation, payment for goods or services or in order to induce such persons or entities to do or continue to do business with the Company, or (D) securities issued upon the exercise or conversion of options or warrants of the Company outstanding immediately following completion of the Merger (as defined in the Conversion Agreement). Any adjustment contemplated by this Section 11 may be waived by consent of Holders owning of majority of the aggregate outstanding Warrants issued pursuant to the Conversion Agreement.

(b)The Warrant Exercise Price has been established based on the assumptions (the "Capitalization Assumptions") that, immediately following the issuance and funding of the Debenture, as described in the Debenture and Warrant Purchase Agreement, the issued and outstanding Units of the Company (including shares reserved for issuance upon conversion of the Debenture) consisted entirely of 1107 Units. Holder understands and agrees that if, subsequent to the issue date of this Warrant, the Company reasonably determines in good faith that the Capitalization Assumptions were not true and correct, the Warrant Exercise Price and number of Warrant Shares issuable upon exercise of this Warrant will be adjusted so that the total number of Warrant Shares issued to and the total Warrant Exercise Price paid by all Holders, if all Warrants were exercised in full, would not exceed the number of Warrant Shares or be less than the total Warrant Exercise Price that would have been issued and payable had the Capitalization Assumptions been true and correct.

Page 6

11.Representations and Warranties. The Company represents and warrants to the Holder of this Warrant as follows:

(a)This Warrant has been duly authorized and executed by the Company and is a valid and binding obligation of the Company enforceable in accordance with its terms, subject to laws of general application relating to bankruptcy, insolvency and the relief of debtors and the rules of law or principles at equity governing specific performance, injunctive relief and other equitable remedies;

(b)The Warrant Shares have been duly authorized for issuance by the Company and, when issued in accordance with the terms hereof, will be validly issued, fully paid and nonassessable; and

(c)The execution and delivery of this Warrant are not, and the issuance of the Warrant Shares upon exercise of this Warrant in accordance with the terms hereof will not be, inconsistent with the articles of incorporation, by-laws or other organizational documents of the Company, do not and will not contravene, in any material respect, any governmental rule or regulation, judgment or order applicable to the Company, and do not and will not conflict with or contravene any provision of, or constitute a default under, any indenture, mortgage, contract or other instrument of which the Company is a party or by which it is bound or require the consent or approval of, the giving of notice to, the registration or filing with or the taking of any action in respect of or by, any Federal, state or local government authority or agency or other person, except for the filing of notices pursuant to federal and state securities laws, which filings will be effected by the time required thereby.

12.Notices. Notices and other communications provided for herein shall be in writing and may be given by mail, courier, confirmed telex or facsimile transmission and shall, unless otherwise expressly required, be deemed given when received or when delivery thereof is refused. In the case of Holder, such notices and communications shall be addressed to its address as shown on the books maintained by the Company unless Holder shall notify the Company that notices and communications should be sent to a different address (or telex or facsimile number) in which case such notices and communications shall be sent to the address (or telex or facsimile number) specified by Holder.

13.Governing Law. This Warrant shall be governed by and construed in accordance with the laws of the State of New York.

Page 7

14.General Provisions.

(a) This Agreement contains the entire understanding between the parties with respect to the subject matter hereof, and supersedes any and all prior written or oral agreements between the parties with respect to the subject matter hereof. There are no representations, agreements, arrangements, or understandings, either written or oral, between or among the parties with respect to the subject matter hereof which are not set forth in this Agreement.

(b)Each party to this Agreement agrees to perform such further acts and to execute and deliver such other and additional documents as may be reasonably necessary to carry out the provisions of this Agreement.

(c)If any term, provision, covenant, or condition of this Agreement is held by a court of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, such invalidity, illegality, or unenforceability shall not affect any of the other terms, provisions, covenants, or conditions of this Agreement, each of which shall be binding and enforceable.

(d)This Agreement may not be modified, extended, renewed or substituted without an amendment or other agreement in writing signed by the parties to this Agreement.

IN WITNESS WHEREOF, the Company has caused this Warrant to be signed by its duly authorized officer as the date first specified above.

VYCOR MEDICAL LLC
By:	/s/ Ken Coviello
Name:	Ken Coviello
Title:	Chief Executive Officer

Page 8

VYCOR MEDICAL, LLC

WARRANT EXERCISE NOTICE

(TO BE SIGNED ONLY UPON EXERCISE OF WARRANT)

The undersigned Holder of the foregoing Warrant hereby irrevocably elects to exercise the right, represented by such Warrant, to purchase ______________________ Units of VYCOR MEDICAL, LLC and tenders herewith payment in accordance with Section 1 of said Warrant as follows:

___ Units for CASH: $_______________________

Please deliver the stock certificate to the address set forth below. In addition, if the number of shares being purchased pursuant to this exercise is less than the all of the shares purchasable under this Warrant, please return to such address either (1) the Warrant marked to reflect the remaining balance of shares purchasable thereunder or (2) a newly issued Warrant in the name of the undersigned for such remaining balance of shares purchasable thereunder.

Dated: _____________________________________

Name of Warrant Holder: _______________________________________________________________

Tax Identification No. or _______________________________________________ Social Security No. of Warrant Holder: _______________________________________________

(Signature)

Title:

NOTE: THE ABOVE SIGNATURE SHOULD CORRESPOND EXACTLY WITH THE NAME OF THE WARRANT HOLDER AS IT APPEARS ON THE FIRST PAGE OF THE WARRANT OR ON A DULY EXECUTED WARRANT ASSIGNMENT.

Page 9

VYCOR MEDICAL, LLC

WARRANT ASSIGNMENT

(TO BE SIGNED ONLY UPON TRANSFER OF WARRANT)

FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto _____________________________________________________________, the assignee, whose address is __________________, and whose tax identification or social security number is ___________________, the right represented by the foregoing Warrant to purchase ____________________ Units of VYCOR MEDICAL, LLC, to which the foregoing Warrant relates and appoints _______________________________ attorney to transfer said right on the books of Vycor Medical LLC, with full power of substitution in the premises. If the number of shares assigned is less than all of the shares purchasable under the Warrant, anew Warrant will be issued in the name of the undersigned for the remaining balance of the shares purchasable thereunder.

Dated:_____________________

Name of Warrant Holder/Assignor:
	(Please print)

(Signature)

Title:

Address of Warrant Holder/Assignor:

Tax Identification No. or Social Security No. ofWarrant

Holder/Assignor:

NOTE: THE ABOVE SIGNATURE SHOULD CORRESPOND EXACTLY WITH THE NAME OF THE WARRANT HOLDER AS IT APPEARS ON THE FIRST PAGE OF THE WARRANT OR ON A DULY EXECUTED ASSIGNMENT FORM.

Page 10

THIS WARRANT AND THE UNITS OF MEMBERSHIP INTERESTS PURCHASABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. SUCH WARRANTS AND SHARES MAY NOT BE SOLD, OFFERED FOR SALE, TRANSFERRED OR HYPOTHECATED IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO SUCH SECURITIES UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.

WARRANT TO PURCHASE MEMBERSHIP UNITS

OF

VYCOR MEDICAL, LLC

                                                                                                            Dated as of January 9, 2007

HOLDER: GC Advisors, LLC

NUMBER OF UNITS: 12

THIS CERTIFIES THAT, for good and valuable consideration, the above referenced holder ("Holder"), or its registered assigns, is entitled to subscribe for and purchase from VYCOR MEDICAL, LLC (the "Company"), at any time commencing on the date of this Warrant (the "Warrant") and ending at the close of one (2) years from the date of issuance, 12 units fully paid and nonassessable membership units of the Company at exercise price of $6,233 per unit (the "Warrant Exercise Price"), subject to the adjustment provisions of Sections 5, 6 and 11 of this Warrant.

This Warrant is issued in connection with a transaction between the Holder and the Company as more fully described in that certain Debenture and Warrant Purchase Agreement of even date herewith. The units of membership intersts which may be acquired upon exercise of this Warrant are referred to herein as the "Warrant Shares." As used herein, the term "Holder" includes any party who acquires all or a part of this Warrant as a permitted transferee of Holder; the term "Units" means and includes the Company's presently outstanding membership interests.

This Warrant is subject to the following provisions, terms and conditions:

1. Exercise; Transferability; Vesting,

(a) The rights represented by this Warrant may be exercised by the Holder hereof, in whole or in part by written notice of exercise (in the form attached hereto) delivered to the Company at the principal office of the Company at any time after the original issue date of this Warrant and prior to the expiration of this Warrant and accompanied or preceded by the surrender of this Warrant along with payment of the Warrant Exercise Price for such shares (i) in cash, by check or by wire transfer of federal funds, (ii) only to the extent permitted by the Company, in its sole and absolute discretion, on a cashless basis in exchange for other securities of the Company, or (iii) by a combination of the methods specified in clauses (a) and (b). Notwithstanding the foregoing, the Company, in its sole discretion, may extend and maintain, or arrange for the extension and maintenance of credit to the Holder to finance payment of the purchase price on such terms as may be approved by the Board of Directors of the Company in accordance with applicable law.

Page 1

(b) This Warrant may not be sold, transferred, assigned, hypothecated or divided except as provided in Section 9 hereof.

2.Exchange and Replacement. Subject to Sections 1 and 9 hereof, this Warrant is exchangeable upon the surrender hereof by the Holder to the Company at its office for new Warrants of like tenor and date representing in the aggregate the right to purchase the number of Warrant Shares purchasable hereunder, each of such new Warrants to represent the right to purchase such number of Warrant Shares (not to exceed the aggregate total number purchasable hereunder) as shall be designated by the Holder at the time of such surrender. Upon receipt by the Company of evidence reasonably satisfactory to it of the loss, theft, destruction, or mutilation of this Warrant, and, in case of loss, theft or destruction, of indemnity or security reasonably satisfactory to it, and upon surrender and cancellation of this Warrant, if mutilated, the Company will make and deliver a new Warrant of like tenor, in lieu of this Warrant; provided, however, that if Holder shall be such Holder, an agreement of indemnity by such Holder in customary form shall be sufficient for all purposes of this Section 2. This Warrant shall be promptly canceled by the Company upon the surrender hereof in connection with any exchange or replacement. The Company shall pay all expenses, taxes (other than stock transfer taxes), and other charges payable in connection with the preparation, execution, and delivery of Warrants pursuant to this Section 2.

3.Issuance of the Warrant Shares.

(a)The Company agrees that the Warrant Shares shall be and will be deemed to be issued to the Holder as of the close of business on the date on which this Warrant shall have been surrendered and the payment made for such Warrant Shares as provided herein. Subject to the provisions of the next section, certificates for the Warrant Shares so purchased shall be delivered to the Holder within a reasonable time after the rights represented by this Warrant shall have been so exercised, and, unless this Warrant has expired, a new Warrant representing the right to purchase the number of Warrant Shares, if any, with respect to which this Warrant shall not then have been exercised shall also be delivered to the Holder within such time.

(b)Notwithstanding the foregoing, however, the Company shall not be required to deliver any certificate for Warrant Shares upon exercise of this Warrant except in accordance with exemptions from the applicable securities registration requirements or registrations under applicable securities laws. Nothing herein, however, shall obligate the Company to effect registrations under federal or state securities laws. If registrations are not in effect and if exemptions are not available when the Holder seeks to exercise the Warrant, the Warrant exercise period will be extended, if need be, to prevent the Warrant from expiring, until such time as either registrations become effective or exemptions are available, and the Warrant shall then remain exercisable for a period of at least 90 calendar days from the date the Company delivers to the Holder written notice of the availability of any registrations or exemptions. The Holder agrees to execute such documents and make such representations, warranties and agreements as maybe required solely to comply with the exemptions relied upon by the Company, or any registrations made, for the issuance of the Warrant Shares.

Page 2

4.Covenants of the Company. The Company covenants and agrees that all Warrant Shares will, upon issuance, be duly authorized and issued, fully paid, nonassessable, and tree from all taxes, liens, and charges with respect to the issue thereof. The Company further covenants and agrees that during the period within which the rights represented by this Warrant may be exercised, the Company will at all times have authorized for the purpose of issue or transfer upon exercise of the purchase rights evidenced by this Warrant a sufficient number of Units to provide for the exercise of the rights represented by this Warrant.

5.Restrictions on Issuance and Transfer of Shares. Units acquired pursuant to the exercise of this Warrant which are not registered under the Securities Act of 1933, as amended (the "Act"), shall be subject to restrictions on transfer and as required by applicable state and/or federal securities laws. Any unregistered shares acquired by exercise of this Warrant shall bear a legend referring to the restrictions and limitations of this Section. The Company may impose stop transfer instructions to implement such restrictions and limitations.

6.Anti-dilution Adjustments. The number of Warrant Shares purchasable upon the exercise of this Warrant and the Warrant Exercise Price shall be subject to adjustment as follows:

(a) In case the Company shall (i) pay a dividend or make a distribution on its Units in membership units or other securities, (ii) subdivide its outstanding Units into a greater number of units, (iii) combine its outstanding Units into a smaller number of units or (iv) issue, by reclassification of its Units, membership units or other securities of the Company (including any such reclassification in connection with a consolidation or merger in which the Company is the continuing corporation), the number of Warrant Shares purchasable upon exercise of this Warrant immediately prior thereto shall be adjusted so that the Holder shall be entitled to receive the kind and number of Warrant Shares, shares of its capital stock and other securities of the Company which such holder would have owned or would have been entitled to receive immediately after the happening of any of the events described above, had the Warrant been exercised immediately prior to the happening of such event or any record date with respect thereto. Any adjustment made pursuant to this subsection 6(a) shall become effective immediately after the effective date of such event.

(b) In case the Company shall issue rights, options, warrants or convertible securities to holders of its Units, without any charge to such holders, containing the right to subscribe for or purchase Units, the number of Warrant Shares thereafter purchasable upon the exercise of this Warrant shall be determined by multiplying the number of Warrant shares theretofore purchasable upon exercise of this Warrant by a fraction, of which the numerator shall be the number Units outstanding immediately prior to the issuance of such rights, options, warrants or convertible securities plus the number of additional shares of Units offered for subscription or purchase, and of which the denominator shall be the number of Units outstanding immediately prior to the issuance of such rights, options, warrants or convertible securities. Such adjustment shall be made whenever such rights, options, warrants or convertible securities are issued, and shall become effective immediately upon issuance of such rights, options, warrants or convertible securities. In the event of such adjustment, corresponding adjustments shall be made to the Warrant Exercise Price.

Page 3

(c)In case the Company shall distribute to holders of its Units evidences of its indebtedness or assets (excluding cash dividends or distributions out of current earnings made in the ordinary course of business consistent with past practices), then in each case the number of Warrant shares thereafter purchasable upon the exercise of this Warrant shall be determined by multiplying the number of Warrant Shares theretofore purchasable upon exercise of this Warrant by a fraction, of which the numerator shall be the then Market Price (as defined below) on the date of such distribution, and of which the denominator shall be such Market Price on such date minus the then fair value (determined as provided in subsection 6(e) below) of the portion of the assets or evidences of indebtedness so distributed applicable to one Unit. Such adjustment shall be made whenever any such distribution is made and shall become effective on the date of distribution. In the event of any such adjustment, the number of shares of Units subject to the Warrant shall also be adjusted and shall be that number determined by multiplying the number of Units issuable upon exercise before the adjustment by a fraction, the numerator of which shall be the Warrant Exercise Price in effect immediately before the adjustment and the denominator of which shall be the Warrant Exercise Price as so adjusted.

(d)Whenever the number of Warrant Shares purchasable upon the exercise of this Warrant is adjusted as provided in this Section 6, the Warrant Exercise Price payable upon exercise of the Warrant shall be adjusted by multiplying such Warrant Exercise Price immediately prior to such adjustment by a fraction, the numerator of which shall be the number of Warrant Shares purchasable upon the exercise of this Warrant immediately prior to such adjustment, and the denominator of which shall be the number of Warrant Shares purchasable immediately thereafter.

(e)For the purpose of this Section 6, the term "Units" shall mean (i) the units of membership interests of the Company at the date of this Agreement or (ii) any other class of units or stock resulting from successive changes or reclassifications of such Units consisting solely of changes in par value, or from par value to no par value, or from no par value to par value. In the event that at any time, as a result of an adjustment made pursuant to this Section 6, a Warrantholder shall become entitled to purchase any securities of the Company other than Units, (i) if the Warrantholder's right to purchase is on any other basis than that available to all holders of the Company's Units, the Company shall obtain an opinion of a reputable investment banking firm valuing such other securities and (ii) thereafter the number of such other securities so purchasable upon exercise of a Warrant and the Warrant Exercise Price of such securities shall be subject to adjustment from time to time in a manner and on terms as nearly equivalent as practicable to the provisions with respect to the Units contained in this Section 6.

(f)Upon the expiration of any rights, options, warrants or conversion privileges, if such shall not have been exercised, the number of Warrant Shares purchasable upon exercise of a Warrant and the Warrant Exercise Price, to the extent a Warrant has not then been exercised, shall, upon such expiration, be readjusted and shall thereafter be such number and such price as they would have been had they been originally adjusted (or had the original adjustment not been required, as the case may be) on the basis of (A) the fact that the only shares of Units issued in respect of such rights, options, warrants or conversion privileges were the shares of Units, if any, actually issued or sold upon the exercise of such rights, options, warrants or conversion privileges, and (B) the fact that such shares of Units, if any, were issued or sold for the consideration actually received by the Company upon such exercise plus the consideration, if any, actually received by the Company for the issuance, sale or grant of all such rights, options, warrants or conversion privileges whether or not exercised; provided, however, that no such readjustment shall have the effect of decreasing the numbers of Warrant Shares purchasable upon exercise of a Warrant or increasing the Warrant Exercise Price by an amount in excess of the amount of the adjustment made in respect of the issuance, sale or grant of such rights, options, warrants or conversion privileges.

Page 4

(g) Upon any adjustment of the Warrant Exercise Price and the number of Warrant Shares subject to this Warrant, then and in each such case, the Company shall give written notice thereof, by first-class mail, postage prepaid, addressed to the Holder as shown on the books of the Company, which notice shall state the Warrant Exercise Price resulting from such adjustment and the increase or decrease, if any, in the number of Units purchasable at such price upon the exercise of this Warrant, setting forth in reasonable detail the method of calculation and the facts upon which such calculation is based.

7.Merger, Reorganization or Consolidation. In any case in which a transaction would result in a complete liquidation of the Company or a merger, reorganization, or consolidation of the Company with any other unrelated corporation or other entity in which the Company is not the surviving corporation or the Company becomes a wholly-owned subsidiary of another unrelated corporation or other entity (all such transactions being referred to herein as a "Reorganization"), the surviving corporation or other entity shall be required to assume the Warrant or to issue substitute warrants in place thereof which substitute warrants shall provide for terms at least as favorable to the Warrantholders as contained in this Warrant and shall provide the Warrantholder the right to acquire the kind and amount of shares and other securities and property which the Warrantholder would have owned or been entitled to receive had the Warrants been exercised immediately prior to such Reorganization.

8.No Voting Rights. This Warrant shall not entitle the Holder to any voting rights or other rights as a stockholder of the Company.

9.Notice of Transfer of Warrant or Resale of the Warrant Shares.

(a) The Holder, by acceptance hereof, agrees to give written notice to the Company before transferring this Warrant or transferring any Warrant Shares of such Holder's intention to do so, describing briefly the manner of any proposed transfer. Promptly upon receiving such written notice, the Company shall present copies thereof to the Company's counsel and to counsel to the original purchaser of this Warrant. If in the opinion of each such counsel the proposed transfer may be effected without registration or qualification (under any federal or state securities laws), the Company, as promptly as practicable, shall notify the Holder of such opinion, whereupon the Holder shall be entitled to transfer this Warrant or to dispose of Warrant Shares received upon the previous exercise of this Warrant, all in accordance with the terms of the notice delivered by the Holder to the Company; provided that an appropriate legend may be endorsed on the Warrant or the certificates for such Warrant Shares respecting restrictions upon transfer thereof necessary or advisable in the opinion of counsel and satisfactory to the Company to prevent further transfers which would be in violation of Section 5 of the Act, and applicable state securities laws; and provided further that the prospective transferee or purchaser shall execute such documents and make such representations, warranties, and agreements as may be reasonably required solely to comply with the exemptions relied upon by the Company or the Holder for the transfer or disposition of the Warrant or Warrant Shares.

Page 5

(b) If in the opinion of counsel referred to in this Section 9, the proposed transfer or disposition of this Warrant or such Warrant Shares described in the written notice given pursuant to this Section 9 may not be effected without registration or qualification of this Warrant or such Warrant Shares, the Company shall promptly give written notice thereof to the Holder.

10. Capitalization Adjustments.

(a)Notwithstanding anything to the contrary contained in this Warrant, in the event that the Company sell or issue Units or rights, options, warrants or convertible securities containing the right to subscribe for, purchase or exchange into Units at a price per share of less than $4,000 (or securities convertible into shares of its Units) (the "Reduced Issue Price") at any time prior to the closing and receipt by the Company of additional funding (following the Closing) in the net amount of at least $250,000, then the Warrant Exercise Price shall automatically be reduced to equal the Reduced Issue Price. Notwithstanding the foregoing, no reduction of the Warrant Exercise Price shall occur as a result of (A) any issuance or exercise of options, warrants or restricted shares to employees, directors, consultants or advisors to the Company (or any subsidiary) pursuant to the terms of any compensation plan or arrangement approved by the Board of Directors of the Company, (B) securities issued in connection with any bona fide acquisition by the Company (including any assumption of options or other convertible securities resulting from any acquisition of another company by merger or exchange of securities), (C) any issuance or exercise of securities, options or warrants issued to suppliers, distributors or retailers as compensation, payment for goods or services or in order to induce such persons or entities to do or continue to do business with the Company, or (D) securities issued upon the exercise or conversion of options or warrants of the Company outstanding immediately following completion of the Merger (as defined in the Conversion Agreement). Any adjustment contemplated by this Section 11 may be waived by consent of Holders owning of majority of the aggregate outstanding Warrants issued pursuant to the Conversion Agreement.

(b)The Warrant Exercise Price has been established based on the assumptions (the "Capitalization Assumptions"') that, immediately following the issuance and funding of the Debenture, as described in the Debenture and Warrant Purchase Agreement, the issued and outstanding Units of the Company (including shares reserved for issuance upon conversion of the Debenture) consisted entirely of 1107 Units. Holder understands and agrees that if, subsequent to the issue date of this Warrant, the Company reasonably determines in good faith that the Capitalization Assumptions were not true and correct, the Warrant Exercise Price and number of Warrant Shares issuable upon exercise of this Warrant will be adjusted so that the total number of Warrant Shares issued to and the total Warrant Exercise Price paid by all Holders, if all Warrants were exercised in full, would not exceed the number of Warrant Shares or be less than the total Warrant Exercise Price that would have been issued and payable had the Capitalization Assumptions been true and correct.

Page 6

11.Representations and Warranties. The Company represents and warrants to the Holder of this Warrant as follows:

(a)This Warrant has been duly authorized and executed by the Company and is a valid and binding obligation of the Company enforceable in accordance with its terms, subject to laws of general application relating to bankruptcy, insolvency and the relief of debtors and the rules of law or principles at equity governing specific performance, injunctive relief and other equitable remedies;

(b)The Warrant Shares have been duly authorized for issuance by the Company and, when issued in accordance with the terms hereof, will be validly issued, fully paid and nonassessable; and

(c)The execution and delivery of this Warrant are not, and the issuance of the Warrant Shares upon exercise of this Warrant in accordance with the terms hereof will not be, inconsistent with the articles of incorporation, by-laws or other organizational documents of the Company, do not and will not contravene, in any material respect, any governmental rule or regulation, judgment or order applicable to the Company, and do not and will not conflict with or contravene any provision of, or constitute a default under, any indenture, mortgage, contract or other instrument of which the Company is a party or by which it is bound or require the consent or approval of, the giving of notice to, the registration or filing with or the taking of any action in respect of or by, any Federal, state or local government authority or agency or other person, except for the filing of notices pursuant to federal and state securities laws, which filings will be effected by the time required thereby.

12.Notices. Notices and other communications provided for herein shall be in writing and may be given by mail, courier, confirmed telex or facsimile transmission and shall, unless otherwise expressly required, be deemed given when received or when delivery thereof is refused. In the case of Holder, such notices and communications shall be addressed to its address as shown on the books maintained by the Company unless Holder shall notify the Company that notices and communications should be sent to a different address (or telex or facsimile number) in which case such notices and communications shall be sent to the address (or telex or facsimile number) specified by Holder.

13.Governing Law. This Warrant shall be governed by and construed in accordance with the laws of the State of New York.

Page 7

14.General Provisions.

(a) This Agreement contains the entire understanding between the parties with respect to the subject matter hereof, and supersedes any and all prior written or oral agreements between the parties with respect to the subject matter hereof. There are no representations, agreements, arrangements, or understandings, either written or oral, between or among the parties with respect to the subject matter hereof which are not set forth in this Agreement.

(b)Each party to this Agreement agrees to perform such further acts and to execute and deliver such other and additional documents as may be reasonably necessary to carry out the provisions of this Agreement.

(c)If any term, provision, covenant, or condition of this Agreement is held by a court of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, such invalidity, illegality, or unenforceability shall not affect any of the other terms, provisions, covenants, or conditions of this Agreement, each of which shall be binding and enforceable.

(d)This Agreement may not be modified, extended, renewed or substituted without an amendment or other agreement in writing signed by the parties to this Agreement.

IN WITNESS WHEREOF, the Company has caused this Warrant to be signed by its duly authorized officer as the date first specified above.

VYCOR MEDICAL, LLC
By:	/s/ Ken Coviello
Name:	Ken Coviello
Title:	Chief Executive Officer

Page 8

VYCOR MEDICAL, LLC

WARRANT EXERCISE NOTICE

(TO BE SIGNED ONLY UPON EXERCISE OF WARRANT)

The undersigned Holder of the foregoing Warrant hereby irrevocably elects to exercise the right, represented by such Warrant, to purchase ____________ Units of VYCOR MEDICAL, LLC and tenders herewith payment in accordance with Section 1 of said Warrant as follows:

___ Units for CASH: $___________________________

Please deliver the stock certificate to the address set forth below. In addition, if the number of shares being purchased pursuant to this exercise is less than the all of the shares purchasable under this Warrant, please return to such address either (1) the Warrant marked to reflect the remaining balance of shares purchasable thereunder or (2) a newly issued Warrant in the name of the undersigned for such remaining balance of shares purchasable thereunder.

Dated: ____________________________

Name of Warrant Holder: ________________________________________________________

Tax Identification No. or ________________________________ Social Security No. of Warrant Holder: ____________________________________

(Signature)

Title:

NOTE: THE ABOVE SIGNATURE SHOULD CORRESPOND EXACTLY WITH THE NAME OF THE WARRANT HOLDER AS IT APPEARS ON THE FIRST PAGE OF THE WARRANT OR ON A DULY EXECUTED WARRANT ASSIGNMENT.

Page 9

VYCOR MEDICAL, LLC

WARRANT ASSIGNMENT

(TO BE SIGNED ONLY UPON TRANSFER OF WARRANT)

FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto ___________________________________________________, the assignee, whose address is _____________________________________________________________, and whose tax identification or social security number is ________________________________, the right represented by the foregoing Warrant to purchase _____________________________________ Units of VYCOR MEDICAL, LLC, to which the foregoing Warrant relates and appoints _________________________________ attorney to transfer said right on the books of Vycor Medical LLC, with full power of substitution in the premises. If the number of shares assigned is less than all of the shares purchasable under the Warrant, anew Warrant will be issued in the name of the undersigned for the remaining balance of the shares purchasable thereunder.

Dated: ________________________________

Name of Warrant Holder/Assignor:
	(Please print)

(Signature)

Title:

Address of Warrant Holder/Assignor:

Tax Identification No. or Social Security No. of

Warrant Holder/Assignor: ______________________________________________

NOTE: THE ABOVE SIGNATURE SHOULD CORRESPOND EXACTLY WITH THE NAME OF THE WARRANT HOLDER AS IT APPEARS ON THE FIRST PAGE OF THE WARRANT OR ON A DULY EXECUTED ASSIGNMENT FORM.

Page 10

THIS WARRANT AND THE UNITS OF MEMBERSHIP INTERESTS PURCHASABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. SUCH WARRANTS AND SHARES MAY NOT BE SOLD, OFFERED FOR SALE, TRANSFERRED OR HYPOTHECATED IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO SUCH SECURITIES UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.

WARRANT TO PURCHASE MEMBERSHIP UNITS

OF

VYCOR MEDICAL, LLC

Dated as of January 9, 2007

HOLDER: GC Advisors, LLC

NUMBER OF UNITS: 12

THIS CERTIFIES THAT, for good and valuable consideration, the above referenced holder ("Holder"), or its registered assigns, is entitled to subscribe for and purchase from VYCOR MEDICAL, LLC (the "Company"), at any time commencing on the date of this Warrant (the "Warrant") and ending at the close of one (3) years from the date of issuance, 12 units fully paid and nonassessable membership units of the Company at exercise price of $8,810 per unit (the "Warrant Exercise Price"), subject to the adjustment provisions of Sections 5, 6 and 11 of this Warrant.

This Warrant is issued in connection with a transaction between the Holder and the Company as more fully described in that certain Debenture and Warrant Purchase Agreement of even date herewith. The units of membership interests which may be acquired upon exercise of this Warrant are referred to herein as the "Warrant Shares." As used herein, the term "Holder" includes any party who acquires all or a part of this Warrant as a permitted transferee of Holder; the term "Units" means and includes the Company's presently outstanding membership interests.

This Warrant is subject to the following provisions, terms and conditions:

1. Exercise; Transferability; Vesting.

(a) The rights represented by this Warrant may be exercised by the Holder hereof, in whole or in part by written notice of exercise (in the form attached hereto) delivered to the Company at the principal office of the Company at any time after the original issue date of this Warrant and prior to the expiration of this Warrant and accompanied or preceded by the surrender of this Warrant along with payment of the Warrant Exercise Price for such shares (i) in cash, by check or by wire transfer of federal funds, (ii) only to the extent permitted by the Company, in its sole and absolute discretion, on a cashless basis hi exchange for other securities of the Company, or (iii) by a combination of the methods specified in clauses (a) and (b). Notwithstanding the foregoing, the Company, in its sole discretion, may extend and maintain, or arrange for the extension and maintenance of credit to the Holder to finance payment of the purchase price on such terms as may be approved by the Board of Directors of the Company in accordance with applicable law.

Page 1

(b) This Warrant may not be sold, transferred, assigned, hypothecated or divided except as provided in Section 9 hereof.

2. Exchange and Replacement. Subject to Sections 1 and 9 hereof, this Warrant is exchangeable upon the surrender hereof by the Holder to the Company at its office for new Warrants of like tenor and date representing in the aggregate the right to purchase the number of Warrant Shares purchasable hereunder, each of such new Warrants to represent the right to purchase such number of Warrant Shares (not to exceed the aggregate total number purchasable hereunder) as shall be designated by the Holder at the time of such surrender. Upon receipt by the Company of evidence reasonably satisfactory to it of the loss, theft, destruction, or mutilation of this Warrant, and, in case of loss, theft or destruction, of indemnity or security reasonably satisfactory to it, and upon surrender and cancellation of this Warrant, if mutilated, the Company will make and deliver a new Warrant of like tenor, in lieu of this Warrant; provided, however, that if Holder shall be such Holder, an agreement of indemnity by such Holder in customary form shall be sufficient for all purposes of this Section 2. This Warrant shall be promptly canceled by the Company upon the surrender hereof in connection with any exchange or replacement. The Company shall pay all expenses, taxes (other than stock transfer taxes), and other charges payable in connection with the preparation, execution, and delivery of Warrants pursuant to this Section 2.

3. Issuance of the Warrant Shares.

(a) The Company agrees that the Warrant Shares shall be and will be deemed to be issued to the Holder as of the close of business on the date on which this Warrant shall have been surrendered and the payment made for such Warrant Shares as provided herein. Subject to the provisions of the next section, certificates for the Warrant Shares so purchased shall be delivered to the Holder within a reasonable time after the rights represented by this Warrant shall have been so exercised, and. unless this Warrant has expired, a new Warrant representing the right to purchase the number of Warrant Shares, if any, with respect to which this Warrant shall not then have been exercised shall also be delivered to the Holder within such time.

(b) Notwithstanding the foregoing, however, the Company shall not be required to deliver any certificate for Warrant Shares upon exercise of this Warrant except in accordance with exemptions from the applicable securities registration requirements or registrations under applicable securities laws. Nothing herein, however, shall obligate the Company to effect registrations under federal or state securities laws. If registrations are not in effect and if exemptions are not available when the Holder seeks to exercise the Warrant, the Warrant exercise period will be extended, if need be, to prevent the Warrant from expiring, until such time as either registrations become effective or exemptions are available, and the Warrant shall then remain exercisable for a period of at least 90 calendar days from the date the Company delivers to the Holder written notice of the availability of any registrations or exemptions. The Holder agrees to execute such documents and make such representations, warranties and agreements as maybe required solely to comply with the exemptions relied upon by the Company, or any registrations made, for the issuance of the Warrant Shares.

Page 2

4. Covenants of the Company. The Company covenants and agrees that all Warrant Shares will, upon issuance, be duly authorized and issued, fully paid, nonassessable, and free from all taxes, liens, and charges with respect to the issue thereof. The Company further covenants and agrees that during the period within which the rights represented by this Warrant may be exercised, the Company will at all times have authorized for the purpose of issue or transfer upon exercise of the purchase rights evidenced by this Warrant a sufficient number of Units to provide for the exercise of the rights represented by this Warrant.

5. Restrictions on Issuance and Transfer of Shares. Units acquired pursuant to the exercise of this Warrant which are not registered under the Securities Act of 1933, as amended (the "Act"), shall be subject to restrictions on transfer and as required by applicable state and/or federal securities laws. Any unregistered shares acquired by exercise of this Warrant shall bear a legend referring to the restrictions and limitations of this Section. The Company may impose stop transfer instructions to implement such restrictions and limitations.

6. Anti-dilution Adjustments. The number of Warrant Shares purchasable upon the exercise of this Warrant and the Warrant Exercise Price shall be subject to adjustment as follows:

(a) In case the Company shall (i) pay a dividend or make a distribution on its Units in membership units or other securities, (ii) subdivide its outstanding Units into a greater number of units, (iii) combine its outstanding Units into a smaller number of units or (iv) issue, by reclassification of its Units, membership units or other securities of the Company (including any such reclassification in connection with a consolidation or merger in which the Company is the continuing corporation), the number of Warrant Shares purchasable upon exercise of this Warrant immediately prior thereto shall be adjusted so that the Holder shall be entitled to receive the kind and number of Warrant Shares, shares of its capital stock and other securities of the Company which such holder would have owned or would have been entitled to receive immediately after the happening of any of the events described above, had the Warrant been exercised immediately prior to the happening of such event or any record date with respect thereto. Any adjustment made pursuant to this subsection 6(a) shall become effective immediately after the effective date of such event.

(b) In case the Company shall issue rights, options, warrants or convertible securities to holders of its Units, without any charge to such holders, containing the right to subscribe for or purchase Units, the number of Warrant Shares thereafter purchasable upon the exercise of this Warrant shall be determined by multiplying the number of Warrant shares theretofore purchasable upon exercise of this Warrant by a fraction, of which the numerator shall be the number Units outstanding immediately prior to the issuance of such rights, options, warrants or convertible securities plus the number of additional shares of Units offered for subscription or purchase, and of which the denominator shall be the number of Units outstanding immediately prior to the issuance of such rights, options, warrants or convertible securities. Such adjustment shall be made whenever such rights, options, warrants or convertible securities are issued, and shall become effective immediately upon issuance of such rights, options, warrants or convertible securities. In the event of such adjustment, corresponding adjustments shall be made to the Warrant Exercise Price.

Page 3

(c)In case the Company shall distribute to holders of its Units evidences of its indebtedness or assets (excluding cash dividends or distributions out of current earnings made in the ordinary course of business consistent with past practices), then in each case the number of Warrant shares thereafter purchasable upon the exercise of this Warrant shall be determined by multiplying the number of Warrant Shares theretofore purchasable upon exercise of this Warrant by a fraction, of which the numerator shall be the then Market Price (as defined below) on the date of such distribution, and of which the denominator shall be such Market Price on such date minus the then fair value (determined as provided in subsection 6(e) below) of the portion of the assets or evidences of indebtedness so distributed applicable to one Unit. Such adjustment shall be made whenever any such distribution is made and shall become effective on the date of distribution. In the event of any such adjustment, the number of shares of Units subject to the Warrant shall also be adjusted and shall be that number determined by multiplying the number of Units issuable upon exercise before the adjustment by a fraction, the numerator of which shall be the Warrant Exercise Price in effect immediately before the adjustment and the denominator of which shall be the Warrant Exercise Price as so adjusted.

(d)Whenever the number of Warrant Shares purchasable upon the exercise of this Warrant is adjusted as provided in this Section 6, the Warrant Exercise Price payable upon exercise of the Warrant shall be adjusted by multiplying such Warrant Exercise Price immediately prior to such adjustment by a fraction, the numerator of which shall be the number of Warrant Shares purchasable upon the exercise of this Warrant immediately prior to such adjustment, and the denominator of which shall be the number of Warrant Shares purchasable immediately thereafter.

(e)For the purpose of this Section 6, the term "Units" shall mean (i) the units of membership interests of the Company at the date of this Agreement or (ii) any other class of units or stock resulting from successive changes or reclassifications of such Units consisting solely of changes in par value, or from par value to no par value, or from no par value to par value. In the event that at any time, as a result of an adjustment made pursuant to this Section 6, a Warrantholder shall become entitled to purchase any securities of the Company other than Units, (i) if the Warrantholder's right to purchase is on any other basis than that available to all holders of the Company's Units, the Company shall obtain an opinion of a reputable investment banking firm valuing such other securities and (ii) thereafter the number of such other securities so purchasable upon exercise of a Warrant and the Warrant Exercise Price of such securities shall be subject to adjustment from time to time in a manner and on terms as nearly equivalent as practicable to the provisions with respect to the Units contained in this Section 6.

Page 4

(f)Upon the expiration of any rights, options, warrants or conversion privileges, if such shall not have been exercised, the number of Warrant Shares purchasable upon exercise of a Warrant and the Warrant Exercise Price, to the extent a Warrant has not then been exercised, shall, upon such expiration, be readjusted and shall thereafter be such number and such price as they would have been had they been originally adjusted (or had the original adjustment not been required, as the case may be) on the basis of (A) the fact that the only shares of Units issued in respect of such rights, options, warrants or conversion privileges were the shares of Units, if any, actually issued or sold upon the exercise of such rights, options, warrants or conversion privileges, and (B) the fact that such shares of Units, if any, were issued or sold for the consideration actually received by the Company upon such exercise plus the consideration, if any, actually received by the Company for the issuance, sale or grant of all such rights, options, warrants or conversion privileges whether or not exercised; provided, however, that no such readjustment shall have the effect of decreasing the numbers of Warrant Shares purchasable upon exercise of a Warrant or increasing the Warrant Exercise Price by an amount in excess of the amount of the adjustment made in respect of the issuance, sale or grant of such rights, options, warrants or conversion privileges.

(g) Upon any adjustment of the Warrant Exercise Price and the number of Warrant Shares subject to this Warrant, then and in each such case, the Company shall give written notice thereof, by first-class mail, postage prepaid, addressed to the Holder as shown on the books of the Company, which notice shall state the Warrant Exercise Price resulting from such adjustment and the increase or decrease, if any, in the number of Units purchasable at such price upon the exercise of this Warrant, setting forth in reasonable detail the method of calculation and the facts upon which such calculation is based.

7.Merger, Reorganization or Consolidation. In any case in which a transaction would result in a complete liquidation of the Company or a merger, reorganization, or consolidation of the Company with any other unrelated corporation or other entity in which the Company is not the surviving corporation or the Company becomes a wholly-owned subsidiary of another unrelated corporation or other entity (all such transactions being referred to herein as a "Reorganization"), the surviving corporation or other entity shall be required to assume the Warrant or to issue substitute warrants in place thereof which substitute warrants shall provide for terms at least as favorable to the Warrantholders as contained in this Warrant and shall provide the Warrantholder the right to acquire the kind and amount of shares and other securities and property which the Warrantholder would have owned or been entitled to receive had the Warrants been exercised immediately prior to such Reorganization.

8.No Voting Rights. This Warrant shall not entitle the Holder to any voting rights or other rights as a stockholder of the Company.

9.Notice of Transfer of Warrant or Resale of the Warrant Shares.

(a) The Holder, by acceptance hereof, agrees to give written notice to the Company before transferring this Warrant or transferring any Warrant Shares of such Holder's intention to do so, describing briefly the manner of any proposed transfer. Promptly upon receiving such written notice, the Company shall present copies thereof to the Company's counsel and to counsel to the original purchaser of this Warrant. If in the opinion of each such counsel the proposed transfer may be effected without registration or qualification (under any federal or state securities laws), the Company, as promptly as practicable, shall notify the Holder of such opinion, whereupon the Holder shall be entitled to transfer this Warrant or to dispose of Warrant Shares received upon the previous exercise of this Warrant, all in accordance with the terms of the notice delivered by the Holder to the Company; provided that an appropriate legend may be endorsed on the Warrant or the certificates for such Warrant Shares respecting restrictions upon transfer thereof necessary or advisable in the opinion of counsel and satisfactory to the Company to prevent further transfers which would be in violation of Section 5 of the Act, and applicable state securities laws; and provided further that the prospective transferee or purchaser shall execute such documents and make such representations, warranties, and agreements as may be reasonably required solely to comply with the exemptions relied upon by the Company or the Holder for the transfer or disposition of the Warrant or Warrant Shares.

Page 5

(b) If in the opinion of counsel referred to in this Section 9, the proposed transfer or disposition of this Warrant or such Warrant Shares described in the written notice given pursuant to this Section 9 may not be effected without registration or qualification of this Warrant or such Warrant Shares, the Company shall promptly give written notice thereof to the Holder.

10. Capitalization Adjustments.

(a)Notwithstanding anything to the contrary contained in this Warrant, in the event that the Company sell or issue Units or rights, options, warrants or convertible securities containing the right to subscribe for, purchase or exchange into Units at a price per share of less than $4,000 (or securities convertible into shares of its Units) (the "Reduced Issue Price") at any time prior to the closing and receipt by the Company of additional funding (following the Closing) in the net amount of at least $250,000, then the Warrant Exercise Price shall automatically be reduced to equal the Reduced Issue Price. Notwithstanding the foregoing, no reduction of the Warrant Exercise Price shall occur as a result of (A) any issuance or exercise of options, warrants or restricted shares to employees, directors, consultants or advisors tothe Company (or any subsidiary) pursuant to the terms of any compensation plan or arrangement approved by the Board of Directors of the Company, (B) securities issued in connection with any bona fide acquisition by the Company (including any assumption of options or other convertible securities resulting from any acquisition of another company by merger or exchange of securities), (C) any issuance or exercise of securities, options or warrants issued to suppliers, distributors or retailers as compensation, payment for goods or services orin order to induce such persons or entities to do or continue to do business with the Company, or (D) securities issued upon the exercise or conversion of options or warrants of the Company outstanding immediately following completion of the Merger (as defined in the Conversion Agreement). Any adjustment contemplated by this Section 11 may be waived by consent of Holders owning of majority of the aggregate outstanding Warrants issued pursuant to the Conversion Agreement.

(b)The Warrant Exercise Price has been established based on the assumptions (the "Capitalization Assumptions") that, immediately following the issuance and funding of the Debenture, as described in the Debenture and Warrant Purchase Agreement, the issued and outstanding Units of the Company (including shares reserved for issuance upon conversion of the Debenture) consisted entirely of 1107 Units.Holder understands and agrees that if, subsequent to the issue date of this Warrant, the Company reasonably determines in good faith that the Capitalization Assumptions were not true and correct, the Warrant Exercise Price and number of Warrant Shares issuable upon exercise of this Warrant will be adjusted so that the total number of Warrant Shares issued to and the total Warrant Exercise Price paid by all Holders, if all Warrants were exercised in full, would not exceed the number of Warrant Shares or be less than the total Warrant Exercise Price that would have been issued and payable had the Capitalization Assumptions been true and correct.

Page 6

11.Representations and Warranties. The Company represents and warrants to the Holder of this Warrant as follows:

(a)This Warrant has been duly authorized and executed by the Company and is a valid and binding obligation of the Company enforceable in accordance with its terms, subject to laws of general application relating to bankruptcy, insolvency and the relief of debtors and the rules of law or principles at equity governing specific performance, injunctive relief and other equitable remedies;

(b)The Warrant Shares have been duly authorized for issuance by the Company and, when issued in accordance with the terms hereof, will be validly issued, fully paid and nonassessable; and

(c)The execution and delivery of this Warrant are not, and the issuance of the Warrant Shares upon exercise of this Warrant in accordance with the terms hereof will not be, inconsistent with the articles of incorporation, by-laws or other organizational documents of the Company, do not and will not contravene, in any material respect, any governmental rule or regulation, judgment or order applicable to the Company, and do not and will not conflict with or contravene any provision of, or constitute a default under, any indenture, mortgage, contract or other instrument of which the Company is a party or by which it is bound or require the consent or approval of, the giving of notice to, the registration or filing with or the taking of any action in respect of or by, any Federal, state or local government authority or agency or other person, except for the filing of notices pursuant to federal and state securities laws, which filings will be effected by the time required thereby.

12.Notices. Notices and other communications provided for herein shall be in writing and may be given by mail, courier, confirmed telex or facsimile transmission and shall, unless otherwise expressly required, be deemed given when received or when delivery thereof is refused. In the case of Holder, such notices and communications shall be addressed to its address as shown on the books maintained by the Company unless Holder shall notify the Company that notices and communications should be sent to a different address (or telex or facsimile number) in which case such notices and communications shall be sent to the address (or telex or facsimile number) specified by Holder.

13.Governing Law. This Warrant shall be governed by and construed in accordance with the laws of the State of New York.

Page 7

14.General Provisions.

(a) This Agreement contains the entire understanding between the parties with respect to the subject matter hereof, and supersedes any and all prior written or oral agreements between the parties with respect to the subject matter hereof. There are no representations, agreements, arrangements, or understandings, either written or oral, between or among the parties with respect to the subject matter hereof which are not set forth in this Agreement.

(b)Each party to this Agreement agrees to perform such further acts and to execute and deliver such other and additional documents as may be reasonably necessary to carry out the provisions of this Agreement.

(c)If any term, provision, covenant, or condition of this Agreement is held by a court of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, such invalidity, illegality, or unenforceability shall not affect any of the other terms, provisions, covenants, or conditions of this Agreement, each of which shall be binding and enforceable.

(d)This Agreement may not be modified, extended, renewed or substituted without an amendment or other agreement in writing signed by the parties to this Agreement.

IN WITNESS WHEREOF, the Company has caused this Warrant to be signed by its duly authorized officer as the date first specified above.

VYCOR MEDICAL, LLC
By:	/s/ Kenneth Coviello
Name :	Kenneth Coviello
Title:	CEO

Page 8

VYCOR MEDICAL, LLC

WARRANT EXERCISE NOTICE

(TO BE SIGNED ONLY UPON EXERCISE OF WARRANT)

The undersigned Holder of the foregoing Warrant hereby irrevocably elects to exercise the right, represented by such Warrant, to purchase ____________ Units of VYCOR MEDICAL, LLC and tenders herewith payment in accordance with Section 1 of said Warrant as follows:

___ Units for CASH: $___________________________

Please deliver the stock certificate to the address set forth below. In addition, if the number of shares being purchased pursuant to this exercise is less than the all of the shares purchasable under this Warrant, please return to such address either (1) the Warrant marked to reflect the remaining balance of shares purchasable thereunder or (2) a newly issued Warrant in the name of the undersigned for such remaining balance of shares purchasable thereunder.

Dated: ____________________________

Name of Warrant Holder:________________________________________________________

Tax Identification No. or ________________________________ Social Security No. of Warrant Holder: ____________________________________

(Signature)

Title:

NOTE: THE ABOVE SIGNATURE SHOULD CORRESPOND EXACTLY WITH THE NAME OF THE WARRANT HOLDER AS IT APPEARS ON THE FIRST PAGE OF THE WARRANT OR ON A DULY EXECUTED WARRANT ASSIGNMENT.

Page 9

VYCOR MEDICAL, LLC

WARRANT ASSIGNMENT

(TO BE SIGNED ONLY UPON TRANSFER OF WARRANT)

FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto ______________________________________________________, the assignee, whose address is _____________________________________________________________, and whose tax identification or social security number is ________________________________,the right represented by the foregoing Warrant to purchase _____________________________________ Units of VYCOR MEDICAL, LLC, to which the foregoing Warrant relates and appoints _________________________________ attorney to transfer said right on the books of Vycor Medical LLC, with full power of substitution in the premises. If the number of shares assigned is less than all of the shares purchasable under the Warrant, anew Warrant will be issued in the name of the undersigned for the remaining balance of the shares purchasable thereunder.

Dated: ________________________________

Name of Warrant Holder/Assignor:
	(Please print)

(Signature)

Title:

Address of Warrant Holder/Assignor:

Tax Identification No. or Social Security No. of

Warrant Holder/Assignor: ______________________________________________

NOTE: THE ABOVE SIGNATURE SHOULD CORRESPOND EXACTLY WITH THE NAME OF THE WARRANT HOLDER AS IT APPEARS ON THE FIRST PAGE OF THE WARRANT OR ON A DULY EXECUTED ASSIGNMENT FORM.

Page 10

EX-3.8

Warrant to Purchase 4,000 shares

Of Common Stock (subject to adjustment)

THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AND MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO THE SECURITIES UNDER SUCH ACT OR AN EXEMPTION FROM SUCH REGISTRATION.

WARRANT TO PURCHASE COMMON STOCK

OF

VYCOR MEDICAL, INC.

This certifies that, for value received, George Kivotidis and his registered assigns ("Holder") is entitled, subject to the terms set forth below, to purchase from VYCOR MEDICAL, INC., a Delaware corporation (the "Company"), 4,000 shares of the Common Stock of the Company, upon surrender hereof, at the principal office of the Company referred to below, with the Notice of Exercise form attached hereto (the "Notice of Exercise") duly executed, and simultaneous payment therefor in lawful money of the United States as hereinafter provided, at the Exercise Price as set forth in Section 2 below. The number, character and Exercise Price of such shares of Common Stock are subject to adjustment as provided below. The term "Warrant" as used herein shall include this Warrant and any warrants delivered in substitution or exchange therefor as provided herein.

This Warrant is issued in connection with the purchase by the Holder of Common Shares of the Company's stock pursuant to that certain Subscription Agreement dated November 6, 2007.

1. Term of Warrant. Subject to the terms and conditions set forth herein, this Warrant shall be exercisable, in whole or in part, during the term commencing on the date hereof ("Initial Exercise Date") and ending at 5:00 p.m., Eastern Time, on the three-year anniversary of the Initial Exercise Date, and shall he void thereafter.

2. Exercise Price. The Exercise Price at which this Warrant may be exercised shall be $0.50 per share of Common Stock, as adjusted from time to time pursuant to Section 11 hereof.

3. Exerciseof Warrant.

3.1 Notice of Exercise. The purchase rights represented by this Warrant are exercisable by the holder in whole or in part, but not for less than 1,000 shares at a time (or such lesser number of shares which may then constitute the maximum number purchasable; such number being subject to adjustment as provided in Section 11 below), at any time, or from time to time, during the term hereof as described in Section 1 above, by the surrender of this Warrant and the Notice of Exercise duly completed and executed on behalf of the Holder, at the office of the Company (or such other office or agency of the Company as it may designate by notice in writing to the Holder at the address of the Holder appearing on the books of the Company), upon payment in cash or by federal funds wire transfer to the Company of the purchase price of the shares to be purchased.

3.2 Issuance of Stock. This Warrant shall be deemed to have been exercised immediately prior to the close of business on the date of its surrender for exercise as provided above, and the person entitled to receive the shares of Common Stock issuable upon such exercise shall be treated for all purposes as the holder of record of such shares as of the close of business on such date. As promptly as practicable on or after such date and in any event within ten (10) days thereafter, the Company at its expense shall issue and deliver to the person or persons entitled to receive the same a certificate or certificates for the number of shares issuable upon such exercise. In the event that this Warrant is exercised in part, the Company at its expense will execute and deliver a new Warrant of like tenor exercisable for the number of shares for which this Warrant may then be exercised.

4. No Fractional Sharesor Scrip. No fractional shares or scrip representing fractional shares shall be issued upon the exercise of this Warrant. In lieu of any fractional share to which the Holder would otherwise be entitled, the Company shall make a cash payment equal to the Exercise Price multiplied by such fraction.

5. Replacement of Warrant. On receipt of evidence reasonably satisfactory to the Company of the loss, theft, destruction or mutilation of this warrant and, in the case of loss, theft or destruction, on delivery of an indemnity agreement reasonably satisfactory in form and substance to the Company or, in the case of mutilation, on surrender and cancellation of this Warrant, the Company at its expense shall execute and deliver, in lieu of this Warrant, a new warrant of like tenor and amount.

6. Rights of Shareholders. Subject toSections 9 and 11 ofthis Warrant, the Holder shall not be entitled to vote or receive dividends or be deemed the holder of Common Stock or any other securities of the Company that may atany time be issuable on the exercise hereof for any purpose, nor shall anything contained herein be construed to confer upon the Holder, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to shareholders at any meeting thereof, or to give or withhold consent to any corporate action or to receive notice of meetings, or to receive dividends or subscription rights or otherwise until the Warrant shall have been exercised as provided herein.

7. Transfer of Warrant.

7.1 Warrant Register. The Company will maintain a register (the "Warrant Register") containing the names and addresses of the Holder or Holders. Any Holder of this Warrant or any portion thereof may change his or her address as shown on the Warrant Register by written notice to the Company requesting such change. Any notice or written communication required or permitted to be given to the Holdermay be delivered or given by mail to such Holder as shown on the Warrant Register and at the address shown on the Warrant Register. Until this Warrant is transferred on the Warrant Register of the Company, the Company may treat the Holder as shown on the Warrant Register as the absolute owner of this Warrant for all purposes, notwithstanding any notice to the contrary.

7.2Warrant Agent. The Company may,by written notice to the Holder, appoint an agent for the purpose of maintaining the Warrant Register referred to in Section 7.1 above, issuing the Common Stock or other securities then issuable upon the exercise of this Warrant, exchanging this Warrant, replacing this Warrant, or any or all of the foregoing. Thereafter, any such registration, issuance, exchange, or replacement, as the case may be, shall be made at the office of such agent.

7.3 Transferability and Non-Negotiability of Warrant. This Warrant maynot be transferred or assigned in whole or in part without compliance with all applicable federal and state securities laws by the transferor and the transferee (including the delivery of investment representation letters and legal opinions reasonably satisfactory to the Company, if such are requested by the Company), provided, however, that this Warrant may not be transferred in part unless such transfer is to a transferee who pursuant to such transfer receives the right to purchase at least 50,000 shares hereunder. Subject to the provisions of this Warrant with respect to compliance with the Securities Act of 1933, as amended (the "Act"), title to this Warrant may be transferred by endorsement (by the Holder executing the Assignment Form attached hereto (the "Assignment Form") and delivery in the same manner as a negotiable instrument transferable by endorsement and delivery.

-2-

7.4 Exchange of Warrant Upon a Transfer. On surrender of this Warrant for exchange, properly endorsed on the Assignment Form and subject to the provisions of this Warrant with respect to compliance with the Act and with the limitations on assignments and transfers and contained in this Section 7, the Company at its expense shall issue to or on the order of the Holder a new warrant or warrants of like tenor, in the name of the Holder or as the Holder (on payment by the Holder of any applicable transfer taxes) may direct, for the number of shares issuable upon exercise hereof.

7.5 Compliance with Securities Laws.

(a) The Holder of this Warrant, by acceptance hereof, acknowledges that this Warrant and the shares of Common Stock to be issued upon exercise hereof are being acquired solely for the Holder's own account and not as anominee for any other party, and for investment, and that the Holder will not offer, sell or otherwise dispose of this Warrant or any shares of Common Stock to be issued upon exercise hereof except under circumstances that will not result in a violation of the Act or any state securities laws. Upon exercise of this Warrant, the Holder shall, if requested by the Company, confirm in writing, in a form satisfactory to the Company, that the shares of Common Stock so purchased are being acquired solely for the Holder's own account and not as a nominee for any other party, for investment, and not with a view toward distribution or resale.

(b) This Warrant and all shares of Common Stock issued upon exercise hereof shall be stamped or imprinted with a legend insubstantially the following form (in addition to any legend required by state securities laws):

THE SECURITIES REPRESENTED HEREBY HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. SUCH SECURITIES AND ANY SECURITIES OR SHARES ISSUED HEREUNDER OR THEREUNDER MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SAID ACT. COPIES OF THE AGREEMENT COVERING THE PURCHASE OF THESE SECURITIES AND RESTRICTING THEIR TRANSFER OR SALE MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OR RECORD HEREOF TO THE SECRETARY OF THE COMPANY AT THE PRINCIPAL EXECUTIVE OFFICES OF THE COMPANY.

8. Reservation of Stock. The Company covenants that during the term this Warrant is exercisable, the Company will reserve from its authorized and unissued Common Stock a sufficient number of shares to provide for the issuance of Common Stock upon the exercise of this Warrant and, from time to time, will take all steps necessary to amend its Articles of Incorporation (the "Articles") to provide sufficient reserves of shares of Common Stock issuable upon exercise of this Warrant. The Company further covenants that all shares that may be issued upon the exercise of rights represented by this Warrant, upon exercise of the rights represented by this Warrant and payment of the Exercise Price, all as set forth herein, will be free from all taxes, liens and charges in respect of the issue thereof (other than taxes in respect of any transfer occurring contemporaneously or otherwise specified herein). The Company agrees that its issuance of this Warrant shall constitute full authority to its officers who are charged with the duty of executing stock certificates to execute and issue the necessary certificates for shares of Common Stock upon the exercise of this Warrant.

-3-

9. Notices. Upon the written request of the holder, whenever the Exercise Price or number of shares purchasable hereunder shall be adjusted pursuant to Section 11 hereof, the Company shall issue a certificate signed by its Chief Financial Officer setting forth, in reasonable detail, the event requiring the adjustment, the amount of the adjustment, the method by which such adjustment was calculated, and the Exercise Price and number of shares purchasable hereunder after giving effect to such adjustment, and shall cause a copy of such certificate to be mailed (by first-class mail, postage prepaid) to the Holder of this Warrant. All notices and requests required under this Warrant shall be in writing and shall be deemed to have been given for all purposes (a) upon personal delivery, (b) one day after being sent, when sent by professional overnight courier service from and to locations within the continental United States, (c) five days after posting when sent by registered or certified mail, or (d) on the date of transmission (if transmitted during normal business hours otherwise on the next succeeding business day) when sent by telegram, telegraph, telex or fax, addressed to the Holder at its address set forth on the Warrant Register, and addressed to the Company at Vycor Medical Inc., 80 Orville Drive, Suite 100, Bohemia, NY 11716, Fax: (631) 794 2444. The Holder or the Company may from time to time by notice in writing delivered as provided herein, designate a different mailing address to which such notices or requests shall thereafter be delivered.

10. Amendments.

10.1 Amendment. Any term of this Warrant may be amended with the written consent of the Company and the Holder. Any amendment effected in accordance with this Section 10 shall be binding upon the Company and each future holder of this Warrant.

10.2 Waiver. No waivers of, or exceptions to, any term, condition or provision of this Warrant in any one or more instances, shall be deemed to be, or construed as, a further or continuing waiver of any such term, condition or provision.

11. Adjustments. The Exercise Price and the number of shares purchasable hereunder are subject to adjustment from time to time as follows:

11.1 Merger, Sale of Assets, etc. If at any time while this Warrant, or any portion thereof, is outstanding and unexpired there shall be (a) a reorganization (other than a combination, reclassification, exchange or subdivision of shares otherwise provided for herein), (b) a merger or consolidation of the Company with or into another corporation in which the Company is not the surviving entity, or a reverse triangular merger in which the Company is the surviving entity but the shares of the Company's capital stock outstanding immediately prior to the merger are converted by virtue of the merger into other property, whether in the form of securities, cash, or otherwise, or (c) a sale or transferof the Company's properties and assets as, or substantially as, an entirety to any other person, then, as a part of such reorganization, merger, consolidation, sale or transfer, lawful provision shall be made so that the holder of this Warrant shall thereafter be entitled to receive upon exercise of this Warrant, during the period specified herein and upon payment of the Exercise Price then in effect, the number of shares of stock or other securities or property of the successor corporation resulting from such reorganization, merger, consolidation, sale or transfer that a holder of the shares deliverable upon exercise of this Warrant would have been entitled to receive in such reorganization, consolidation, merger, sale or transfer if this Warrant had been exercised immediately before such reorganization, merger, consolidation, sale or transfer, all subject to further adjustment as provided in this Section 11. The foregoing provisions of this Section 11.1 shall similarly apply to successive reorganizations, consolidations, mergers, sales and transfers and to the stock or securities of any other corporation that are at the time receivable upon the exercise of this Warrant. If the per-share consideration payable to the Holder for shares in connection with any such transaction is in a form other than cash or marketable securities, then the value of such consideration shall be determined in good faith by the Company's Board of Directors. In all events, appropriate adjustment (as determined in good faith by the Company's Board of Directors) shall be made in the application of the provisions of this Warrant with respect to the rights and interests of the Holder after the transaction, to the end that the provisions of this Warrant shall be applicable after that event as near as reasonably may be, in relation to any shares or other property deliverable after that event upon exercise of this Warrant.

-4-

11.2 Reclassification, etc. If the Company, at any time while this Warrant, or any portion thereof, remains outstanding and unexpired by reclassification of securities or otherwise, shall change any of thesecurities as to which purchase rights under this Warrant exist into the same or a different number of securities of any other class or classes, this Warrant shallthereafter represent the right to acquire such number and kind of securities aswould have been issuable as the result of such change with respect to thesecurities that were subject to the purchase rights under this Warrant immediately prior to such reclassification or otherchange and theExercise Price therefor shall be appropriately adjusted, all subject to further adjustment asprovided in this Section 11.

11.3 Split,Subdivision or Combination of Shares.If the Company at any time while this warrant, or any portion thereof, remains outstanding and unexpired shall split, subdivide or combine the securities as to which purchase rights under this Warrant exist into a different number of securities of the same class, the Exercise Price for such securities shall be proportionately decreased in the case of a split or subdivision or proportionately increased in the case of a combination.

11.4 Adjustments for Dividends in Stock or Other Securities or Property. If while thisWarrant, or any portion thereof, remains outstanding and unexpired the holders of the securities as to whichpurchase rights under this Warrant exist atthe time shall have received, or, on or after the record date fixed for the determination of eligible shareholders, shall have become entitled to receive, without payment therefor, other or additional stock or other securities or property (other than cash) of the Company by way of dividend, then and in each case this Warrant shall represent theright to acquire, in addition to the number of shares of the security receivable upon exercise of this Warrant, and without payment of any additional consideration therefor, the amount of such other or additional stock or other securities or property (other than cash) ofthe Company that such holder would hold on the date of such exercise had itbeen the holder of record of the security receivable upon exercise of this Warrant on the date hereof and had thereafter, during the period from the date hereof to and including thedate of such exercise, retained suchshares and/or all other additional stock available by it as aforesaid during such period, giving effect to all adjustments called for during such period by the provisions of this Section 11.

11.5 Certificate as to Adjustments. Upon the occurrence of each adjustment or readjustment pursuant to this Section 11, the Company shall, upon the written request, at any time, of any Holder of this Warrant, furnish or cause to be furnished to such Holder a like certificate setting forth: (a) adjustments and readjustments in accordance with the terms hereof; (b) the Exercise Price at the time in effect; and (c) the number of shares and the amount, if any, of other property that at the time would be received upon the exercise of the Warrant.

12. Miscellaneous.

(a) Attorneys'Fees. In any action at law or in equity to enforce any of the provisions or rights underthis Warrant, the unsuccessful partytosuch litigation, as determined by the court in a final judgment or decree, shall pay the successful party all costs, expenses and reasonable attorneys' fees incurred by the successful party (including, without limitation, costs, expenses and fees on any appeal).

(b) Governing Law; Venue. This Warrant and the legal relations between the Holder and the Company shall be governed by and construed in accordance with the laws of the State of New York applicable to contracts made and performed in such State and without regard to conflicts of law doctrines of any other State or country. In the event of any action at law or equity to enforce any of the provisions or rights under this Agreement, the parties agree that the proper venue for such action is New York City, New York and that the parties may bring such an action to enforce their respective rights under this Agreement only in a court located within the Borough of Manhattan, State of New York. The parties further agree that such court shall have personal jurisdiction over each of the parties to this Agreement.

-5-

IN WITNESS WHEREOF, VYCOR MEDICAL, INC. has caused this Warrant to be executed by its officers thereunto duly authorized.

Dated: November 6, 2007

VYCOR MEDICAL, INC.

By:	/s/ Kenneth Coviello
Kenneth Coviello
Its: CEO

ATTEST:

By:	/s/ Heather Jensen
Heather Jensen
Its: President

-6-

NOTICE OF EXERCISE

To: VYCOR MEDICAL,INC.

(1) The undersigned hereby elects to purchase shares of Common Stock of VYCOR MEDICAL, INC., pursuant to the terms of theattached Warrant, and tenders herewith payment of the purchase price for such shares in full.

(2) In exercising this Warrant the undersigned hereby confirms and acknowledges that the shares of Common Stock or the Common Stock are being acquired solely for the account of the undersigned and not as a nominee for any other party, and for investment, and that the undersigned will not offer, sell or otherwise dispose of any such shares of Common Stock or Common Stock except under circumstances that will not result ina violation of the Securities Act of 1933, as amended, or any state securities laws.

(3) Please issue a certificate or certificates representing those shares of Common Stock in the name of the undersigned or in such other name as is specified below:

(Name)

(4) Please issue a new Warrant for the unexercised portion of the attached Warrant in the name of the undersigned or in such other name as is specified below:

(Name)

(Date)

(Signature)

-7-

ASSIGNMENT FORM

FOR VALUE RECEIVED, the undersigned registered owner of this Warrant hereby sells, assigns and transfers unto the Assignee named below all of the rights of the undersigned under the within Warrant, with respect to the number of shares of Common Stock (or Common Stock) set forth below:

NAME OF ASSIGNEE ADDRESS NO. OF SHARES

And does hereby constitute and appoint ______________________ as Attorney-in-Fact to make such transfer on the books of VYCOR MEDICAL, INC., maintained for the purpose with full power of substitution in the premises.

The undersigned also represents that, by assignment hereof, the Assignee acknowledges that this Warrant and the shares of stock to be issued upon exercise hereof or conversion thereof are being acquired for investment and that the Assignee will not offer, sell or otherwise dispose of this Warrant or any shares of stock to be issued upon exercisehereof or conversion thereof except under circumstances which will not result in a violation of the Securities Act of 1933, as amended, or any state securities laws. Further, the Assignee has acknowledged that upon exercise of this Warrant, the Assignee shall, if requested by the Company, confirm in writing, in a form satisfactory to the Company, that the shares of stock so purchased are being acquired for investment and not with a view toward distribution or resale.

Dated:

Signature of Holder:

ATTEST:

Signature of Assignee

-8-

EX-3.9

Warrant to Purchase 160,480 shares

Of Common Stock (subject to adjustment)

THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AND MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO THE SECURITIES UNDER SUCH ACT OR AN EXEMPTION FROM SUCH REGISTRATION.

WARRANT TO PURCHASE COMMON STOCK

OF

VYCOR MEDICAL, INC.

This certifies that, for value received, Martin Magida and his registered assigns (“Holder”) is entitled, subject to the terms set forth below, to purchase from VYCOR MEDICAL, INC., a Delaware corporation (the “Company”), 160,480 shares of the Common Stock of the Company, upon surrender hereof, at the principal office of the Company referred to below, with the Notice of Exercise form attached hereto (the “Notice of Exercise”) duly executed, and simultaneous payment therefor in lawful money of the United States as hereinafter provided, at the Exercise Price as set forth in Section 2 below. The number, character and Exercise Price of such shares of Common Stock are subject to adjustment as provided below. The term “Warrant” as used herein shall include this Warrant and any warrants delivered in substitution or exchange therefor as provided herein.

1. Term of Warrant. Subject to the terms and conditions set forth herein, this Warrant shall be exercisable, in whole or in part, during the term commencing on the date hereof (“Initial Exercise Date”) and ending at 5:00 p.m., Eastern Time, on the five-year anniversary of the Initial Exercise Date, and shall be void thereafter.

2. Exercise Price. The Exercise Price at which this Warrant may be exercised shall be $0.24 per share of Common Stock, as adjusted from time to time pursuant to Section 11 hereof.

3.Exercise of Warrant.

3.1 Notice of Exercise. The purchase rights represented by this Warrant are exercisable by the holder in whole or in part, but not for less than 1,000 shares at a time (or such lesser number of shares which may then constitute the maximum number purchasable; such number being subject to adjustment as provided in Section 11 below), at any time, or from time to time, during the term hereof as described in Section 1 above, by the surrender of this Warrant and the Notice of Exercise duly completed and executed on behalf of the Holder, at the office of the Company (or such other office or agency of the Company as it may designate by notice in writing to the Holder at the address of the Holder appearing on the books of the Company), upon payment in cash or by federal funds wire transfer to the Company of the purchase price of the shares to be purchased.

3.2 Issuance of Stock. This Warrant shall be deemed to have been exercised immediately prior to the close of business on the date of its surrender for exercise as provided above, and the person entitled to receive the shares of Common Stock issuable upon such exercise shall be treated for all purposes as the holder of record of such shares as of the close of business on such date. As promptly as practicable on or after such date and in any event within ten (10) days thereafter, the Company at its expense shall issue and deliver to the person or persons entitled to receive the same a certificate or certificates for the number of shares issuable upon such exercise. In the event that this Warrant is exercised in part, the Company at its expense will execute and deliver a new Warrant of like tenor exercisable for the number of shares for which this Warrant may then be exercised.

4. No Fractional Shares orScrip. No fractional shares or scrip representing fractional shares shall be issued upon the exercise of this Warrant. In lieu of any fractional share to which the Holder would otherwise be entitled, the Company shall make a cash payment equal to the Exercise Price multiplied by such fraction.

5. Replacement of Warrant. On receipt of evidence reasonably satisfactory to the Company of the loss, theft, destruction or mutilation of this warrant and, in the case of loss, theft or destruction, on delivery of an indemnity agreement reasonably satisfactory in form and substance to the Company or, in the case of mutilation, on surrender and cancellation of this Warrant, the Company at its expense shall execute and deliver, in lieu of this Warrant, a new warrant of like tenor and amount.

6. Rights of Shareholders. Subject to Sections 9 and 11 of this Warrant, the Holder shall not be entitled to vote or receive dividends or be deemed the holder of Common Stock or any other securities of the Company that may at any time be issuable on the exercise hereof for any purpose, nor shall anything contained herein be construed to confer upon the Holder, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to shareholders at any meeting thereof, or to give or withhold consent to any corporate action or to receive notice of meetings, or to receive dividends or subscription rights or otherwise until the Warrant shall have been exercised as provided herein.

7. Transfer of Warrant.

7.1 Warrant Register. The Company will maintain a register (the “Warrant Register”) containing the names and addresses of the Holder or Holders. Any Holder of this Warrant or any portion thereof may change his or her address as shown on the Warrant Register by written notice to the Company requesting such change. Any notice or written communication required or permitted to be given to the Holder may be delivered or given by mail to such Holder as shown on the Warrant Register and at the address shown on the Warrant Register. Until this Warrant is transferred on the Warrant Register of the Company, the Company may treat the Holder as shown on the Warrant Register as the absolute owner of this Warrant for all purposes, notwithstanding any notice to the contrary.

7.2 Warrant Agent. The Company may, by written notice to the Holder, appoint an agent for the purpose of maintaining the Warrant Register referred to in Section 7.1 above, issuing the Common Stock or other securities then issuable upon the exercise of this Warrant, exchanging this Warrant, replacing this Warrant, or any or all of the foregoing. Thereafter, any such registration, issuance, exchange, or replacement, as the case may be, shall be made at the office of such agent.

7.3 Transferability andNon-Negotiability of Warrant. This Warrant may not be transferred or assigned in whole or in part without compliance with all applicable federal and state securities laws by the transferor and the transferee (including the delivery of investment representation letters and legal opinions reasonably satisfactory to the Company, if such are requested by the Company), provided, however, that this Warrant may not be transferred in part unless such transfer is to a transferee who pursuant to such transfer receives the right to purchase at least 50,000 shares hereunder. Subject to the provisions of this Warrant with respect to compliance with the Securities Act of 1933, as amended (the “Act”), title to this Warrant may be transferred by endorsement (by the Holder executing the Assignment Form attached hereto (the “Assignment Form”) and delivery in the same manner as a negotiable instrument transferable by endorsement and delivery.

7.4 Exchange of Warrant Upon a Transfer. On surrender of this Warrant for exchange, properly endorsed on the Assignment Form and subject to the provisions of this Warrant with respect to compliance with the Act and with the limitations on assignments and transfers and contained in this Section 7, the Company at its expense shall issue to or on the order of the Holder a new warrant or warrants of like tenor, in the name of the Holder or as the Holder (on payment by the Holder of any applicable transfer taxes) may direct, for the number of shares issuable upon exercise hereof.

2

7.5 Compliance with Securities Laws.

(a) The Holder of this Warrant, by acceptance hereof, acknowledges that this Warrant and the shares of Common Stock to be issued upon exercise hereof are being acquired solely for the Holder’s own account and not as a nominee for any other party, and for investment, and that the Holder will not offer, sell or otherwise dispose of this Warrant or any shares of Common Stock to be issued upon exercise hereof except under circumstances that will not result in a violation of the Act or any state securities laws. Upon exercise of this Warrant, the Holder shall, if requested by the Company, confirm in writing, in a form satisfactory to the Company, that the shares of Common Stock so purchased are being acquired solely for the Holder’s own account and not as a nominee for any other party, for investment, and not with a view toward distribution or resale.

(b) This Warrant and all shares of Common Stock issued upon exercise hereof shall be stamped or imprinted with a legend in substantially the following form (in addition to any legend required by state securities laws):

THE SECURITIES REPRESENTED HEREBY HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. SUCH SECURITIES AND ANY SECURITIES OR SHARES ISSUED HEREUNDER OR THEREUNDER MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SAID ACT. COPIES OF THE AGREEMENT COVERING THE PURCHASE OF THESE SECURITIES AND RESTRICTING THEIR TRANSFER OR SALE MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OR RECORD HEREOF TO THE SECRETARY OF THE COMPANY AT THE PRINCIPAL EXECUTIVE OFFICES OF THE COMPANY.

8. Reservation of Stock. The Company covenants that during the term this Warrant is exercisable, the Company will reserve from its authorized and unissued Common Stock a sufficient number of shares to provide for the issuance of Common Stock upon the exercise of this Warrant and, from time to time, will take all steps necessary to amend its Articles of Incorporation (the “Articles”) to provide sufficient reserves of shares of Common Stock issuable upon exercise of this Warrant. The Company further covenants that all shares that may be issued upon the exercise of rights represented by this Warrant, upon exercise of the rights represented by this Warrant and payment of the Exercise Price, all as set forth herein, will be free from all taxes, liens and charges in respect of the issue thereof (other than taxes in respect of any transfer occurring contemporaneously or otherwise specified herein). The Company agrees that its issuance of this Warrant shall constitute full authority to its officers who are charged with the duty of executing stock certificates to execute and issue the necessary certificates for shares of Common Stock upon the exercise of this Warrant.

9. Notices. Upon the written request of the holder, whenever the Exercise Price or number of shares purchasable hereunder shall be adjusted pursuant to Section 11 hereof, the Company shall issue a certificate signed by its Chief Financial Officer setting forth, in reasonable detail, the event requiring the adjustment, the amount of the adjustment, the method by which such adjustment was calculated, and the Exercise Price and number of shares purchasable hereunder after giving effect to such adjustment, and shall cause a copy of such certificate to be mailed (by first-class mail, postage prepaid) to the Holder of this Warrant. All notices and requests required under this Warrant shall be in writing and shall be deemed to have been given for all purposes (a) upon personal delivery, (b) one day after being sent, when sent by professional overnight courier service from and to locations within the continental United States, (c) five days after posting when sent by registered or certified mail, or (d) on the date of transmission (if transmitted during normal business hours otherwise on the next succeeding business day) when sent by telegram, telegraph, telex or fax, addressed to the Holder at its address set forth on the Warrant Register, and addressed to the Company at Vycor Medical Inc., 80 Orville Drive, Suite 100, Bohemia, NY 11716, Fax: (631) 794 2444. The Holder or the Company may from time to time by notice in writing delivered as provided herein, designate a different mailing address to which such notices or requests shall thereafter be delivered.

3

10.Amendments.

10.1 Amendment. Any term of this Warrant may be amended with the written consent of the Company and the Holder. Any amendment effected in accordance with this Section 10 shall be binding upon the Company and each future holder of this Warrant.

10.2 Waiver. No waivers of, or exceptions to, any term, condition or provision of this Warrant, in any one or more instances, shall be deemed to be, or construed as, a further or continuing waiver of any such term, condition or provision.

11.Adjustments. The Exercise Price and the number of shares purchasable hereunder aresubject to adjustment from time to time as follows:

11.1 Merger, Sale of Assets, etc. If at any time while this Warrant, or any portion thereof, is outstanding and unexpired there shall be (a) a reorganization (other than a combination, reclassification, exchange or subdivision of shares otherwise provided for herein), (b) a merger or consolidation of the Company with or into another corporation in which the Company is not the surviving entity, or a reverse triangular merger in which the Company is the surviving entity but the shares of the Company’s capital stock outstanding immediately prior to the merger are converted by virtue of the merger into other property, whether in the form of securities, cash, or otherwise, or (c) a sale or transfer of the Company’s properties and assets as, or substantially as, an entirety to any other person, then, as a part of such reorganization, merger, consolidation, sale or transfer, lawful provision shall be made so that the holder of this Warrant shall thereafter be entitled to receive upon exercise of this Warrant, during the period specified herein and upon payment of the Exercise Price then in effect, the number of shares of stock or other securities or properly of the successor corporation resulting from such reorganization, merger, consolidation, sale or transfer that a holder of the shares deliverable upon exercise of this Warrant would have been entitled to receive in such reorganization, consolidation, merger, sale or transfer if this Warrant had been exercised immediately before such reorganization, merger, consolidation, sale or transfer, all subject to further adjustment as provided in this Section 11. The foregoing provisions of this Section 11.1 shall similarly apply to successive reorganizations, consolidations, mergers, sales and transfers and to the stock or securities of any other corporation that are at the time receivable upon the exercise of this Warrant. If the per-share consideration payable to the Holder for shares in connection with any such transaction is in a form other than cash or marketable securities, then the value of such consideration shall be determined in good faith by the Company’s Board of Directors. In all events, appropriate adjustment (as determined in good faith by the Company’s Board of Directors) shall be made in the application of the provisions of this Warrant with respect to the rights and interests of the Holder after the transaction, to the end that the provisions of this Warrant shall be applicable after that event, as near as reasonably may be, in relation to any shares or other property deliverable after that event upon exercise of this Warrant.

11.2 Reclassification, etc. If the Company, at any time while this Warrant, or any portion thereof, remains outstanding and unexpired by reclassification of securities or otherwise, shall change any of the securities as to which purchase rights under this Warrant exist into the same or a different number of securities of any other class or classes, this Warrant shall thereafter represent the right to acquire such number and kind of securities as would have been issuable as the result of such change with respect to the securities that were subject to the purchase rights under this Warrant immediately prior to such reclassification or other change and the Exercise Price therefor shall be appropriately adjusted, all subject to further adjustment as provided in this Section 11.

11.3 Split, Subdivision or Combination of Shares. If the Company at any time while this warrant, or any portion thereof, remains outstanding and unexpired shall split, subdivide or combine the securities as to which purchase rights under this Warrant exist, into a different number of securities of the same class, the Exercise Price for such securities shall be proportionately decreased in the case of a split or subdivision or proportionately increased in the case of a combination.

4

11.4Adjustments for Dividends in Stock or Other Securities or Property.If while this Warrant, or any portion thereof, remains outstanding and unexpired the holders of the securities as to which purchase rights under this Warrant exist at the time shall have received, or, on or after the record date fixed for the determination of eligible shareholders, shall have become entitled to receive, without payment therefor, other or additional stock or other securities or property (other than cash) of the Company by way of dividend, then and in each case, this Warrant shall represent the right to acquire, in addition to the number of shares of the security receivable upon exercise of this Warrant, and without payment of any additional consideration therefor, the amount of such other or additional stock or other securities or property (other than cash) of the Company that such holder would hold on the date of such exercise had it been the holder of record of the security receivable upon exercise of this Warrant on the date hereof and had thereafter, during the period from the date hereof to and including the date of such exercise, retained such shares and/or all other additional stock available by it as aforesaid during such period, giving effect to all adjustments called for during such period by the provisions of this Section 11.

11.5 Certificate as to Adjustments. Upon the occurrence of each adjustment or readjustment pursuant to this Section 11, the Company shall, upon the written request, at anytime, of any Holder of this Warrant, furnish or cause to be furnished to such Holder a like certificate setting forth: (a) adjustments and readjustments in accordance with the terms hereof; (b) the Exercise Price at the time in effect; and (c) the number of shares and the amount, if any, of other property that at the time would be received upon the exercise of the Warrant.

12. Miscellaneous.

(a) Attorneys’ Fees. In any action at law or in equity to enforce any of the provisions or rights under this Warrant, the unsuccessful party to such litigation, as determined by the court in a final judgment or decree, shall pay the successful party all costs, expenses and reasonable attorneys’ fees incurred by the successful party (including, without limitation, costs, expenses and fees on any appeal).

(b) Governing Law; Venue. This Warrant and the legal relations between the Holder and the Company shall be governed by and construed in accordance with the laws of the State of New York applicable to contracts made and performed in such State and without regard to conflicts of law doctrines of any other State or country. In the event of any action at law or equity to enforce any of the provisions or rights under this Agreement, the parties agree that the proper venue for such action is New York City, New York and that the parties may bring such an action to enforce their respective rights under this Agreement only in a court located within the Borough of Manhattan, State of New York. The parties further agree that such court shall have personal jurisdiction over each of the parties to this Agreement.

IN WITNESS WHEREOF,VYCOR MEDICAL, INC. has caused this Warrant to be executed by its officers thereunto duly authorized.

Dated: September 1, 2007

VYCOR MEDICAL, INC.
By:	/s/ Kenneth Coviello
Kenneth Coviello
Its: CEO

5

ATTEST:
By:	/s/ Heather Jensen
Heather Jensen
Its: President

6

NOTICE OF EXERCISE

To: VYCOR MEDICAL, INC.

(1) The undersigned hereby elects to purchase shares of Common Stock of VYCOR MEDICAL, INC., pursuant to the terms of the attached Warrant, and tenders herewith payment of the purchase price for such shares in full.

(2) In exercising this Warrant, the undersigned hereby confirms and acknowledges that the shares of Common Stock or the Common Stock are being acquired solely for the account of the undersigned and not as a nominee for any other party, and for investment, and that the undersigned will not offer, sell or otherwise dispose of any such shares of Common Stock or Common Stock except under circumstances that will not result in a violation of the Securities Act of 1933, as amended, or any state securities laws.

(3) Please issue a certificate or certificates representing those shares of Common Stock in the name of the undersigned or in such other name as is specified below:

(Name)

(4)Please issue a new Warrant for the unexercised portion of the attached Warrant in thename of the undersigned or in such other name as is specified below:

(Name)

(Date)

(Signature)

7

ASSIGNMENT FORM

FOR VALUE RECEIVED, the undersigned registered owner of this Warrant hereby sells, assigns and transfers unto the Assignee named below all of the rights of the undersigned under the within Warrant, with respect to the number of shares of Common Stock (or Common Stock) set forth below:

NAME OF ASSIGNEE ADDRESS NO. OF SHARES

And does hereby constitute and appointas Attorney-in-Fact to make suchtransfer on the books of VYCOR MEDICAL, INC., maintained for the purpose, with full power of substitution in the premises.

The undersigned also represents that, by assignment hereof, the Assignee acknowledges that this Warrant and the shares of stock to be issued upon exercise hereof or conversion thereof are being acquired for investment and that the Assignee will not offer, sell or otherwise dispose of this Warrant or any shares of stock to be issued upon exercise hereof or conversion thereof except under circumstances which will not result in a violation of the Securities Act of 1933, as amended, or any state securities laws. Further, the Assignee has acknowledged that upon exercise of this Warrant, the Assignee shall, if requested by the Company, confirm in writing, in a form satisfactory to the Company, that the shares of stock so purchased are being acquired for investment and not with a view toward distribution or resale.

Dated:

Signature of Holder:

ATTEST:

Signature of Assignee

8

EX-3.10

Warrant to Purchase 160,480 shares

Of Common Stock (subject to adjustment)

THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AND MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO THE SECURITIES UNDER SUCH ACT OR AN EXEMPTION FROM SUCH REGISTRATION.

WARRANT TO PURCHASE COMMON STOCK
OF

VYCOR MEDICAL, INC.

This certifies that, for value received, Bob Guinta and his registered assigns ("Holder") is entitled, subject to the terms set forth below, to purchase from VYCOR MEDICAL, INC., a Delaware corporation (the "Company"), 160,480 shares of the Common Stock of the Company, upon surrender hereof, at the principal office of the Company referred to below, with the Notice of Exercise form attached hereto (the "Notice of Exercise") duly executed, and simultaneous payment therefor in lawful money of the United States as hereinafter provided, at the Exercise Price as set forth in Section 2 below. The number, character and Exercise Price of such shares of Common Stock are subject to adjustment as provided below. The term "Warrant" as used herein shall include this Warrant and any warrants delivered in substitution or exchange therefor as provided herein.

1.Term of Warrant. Subject to the terms and conditions set forth herein, this Warrant shall be exercisable, in whole or in part, during the term commencing on the date hereof ("Initial Exercise Date") and ending at 5:00 p.m., Eastern Time, on the five-year anniversary of the Initial Exercise Date, and shall be void thereafter.

2.Exercise Price. The Exercise Price at which this Warrant may be exercised shall be $0.24 per share of Common Stock, as adjusted from time to time pursuant to Section 11 hereof.

3.Exercise of Warrant.

3.1Notice of Exercise. The purchase rights represented by this Warrant are exercisable by the holder in whole or in part, but not for less than 1,000 shares at a time (or such lesser number of shares which may then constitute the maximum number purchasable; such number being subject to adjustment as provided in Section 11 below), at any time, or from time to time, during the term hereof as described in Section 1 above, by the surrender of this Warrant and the Notice of Exercise duly completed and executed on behalf of the Holder, at the office of the Company (or such other office or agency of the Company as it may designate by notice in writing to the Holder at the address of the Holder appearing on the books of the Company), upon payment in cash or by federal funds wire transfer to the Company of the purchase price of the shares to be purchased.

3.2Issuance of Stock. This Warrant shall be deemed to have been exercised immediately prior to the close of business on the date of its surrender for exercise as provided above, and the person entitled to receive the shares of Common Stock issuable upon such exercise shall be treated for all purposes as the holder of record of such shares as of the close of business on such date. As promptly as practicable on or after such date and in any event within ten (10) days thereafter, the Company at its expense shall issue and deliver to the person or persons entitled to receive the same a certificate or certificates for the number of shares issuable upon such exercise. In the event that this Warrant is exercised in part, the Company at its expense will execute and deliver a new Warrant of like tenor exercisable for the number of shares for which this Warrant may then be exercised.

4.No Fractional Shares or Scrip. No fractional shares or scrip representing fractional shares shall be issued upon the exercise of this Warrant. In lieu of any fractional share to which the Holder would otherwise be entitled, the Company shall make a cash payment equal to the Exercise Price multiplied by such fraction.

5.Replacement of Warrant. On receipt of evidence reasonably satisfactory to the Company of the loss, theft, destruction or mutilation of this warrant and, in the case of loss, theft or destruction, on delivery of an indemnity agreement reasonably satisfactory in form and substance to the Company or, in the case of mutilation, on surrender and cancellation of this Warrant, the Company at its expense shall execute and deliver, in lieu of this Warrant, a new warrant of like tenor and amount.

6.Rights of Shareholders. Subject to Sections 9 and 11 of this Warrant, the Holder shall not be entitled to vote or receive dividends or be deemed the holder of Common Stock or any other securities of the Company that may at any time be issuable on the exercise hereof for any purpose, nor shall anything contained herein be construed to confer upon the Holder, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to shareholders at any meeting thereof, or to give or withhold consent to any corporate action or to receive notice of meetings, or to receive dividends or subscription rights or otherwise until the Warrant shall have been exercised as provided herein.

7.Transfer of Warrant.

7.1Warrant Register. The Company will maintain a register (the "Warrant Register") containing the names and addresses of the Holder or Holders. Any Holder of this Warrant or any portion thereof may change his or her address as shown on the Warrant Register by written notice to the Company requesting such change. Any notice or written communication required or permitted to be given to the Holder may be delivered or given by mail to such Holder as shown on the Warrant Register and at the address shown on the Warrant Register. Until this Warrant is transferred on the Warrant Register of the Company, the Company may treat the Holder as shown on the Warrant Register as the absolute owner of this Warrant for all purposes, notwithstanding any notice to the contrary.

7.2Warrant Agent. The Company may, by written notice to the Holder, appoint an agent for the purpose of maintaining the Warrant Register referred to in Section 7.1 above, issuing the Common Stock or other securities then issuable upon the exercise of this Warrant, exchanging this Warrant, replacing this Warrant, or any or all of the foregoing. Thereafter, any such registration, issuance, exchange, or replacement, as the case may be, shall be made at the office of such agent.

7.3Transferability and Non-Negotiability of Warrant. This Warrant may not be transferred or assigned in whole or in part without compliance with all applicable federal and state securities laws by the transferor and the transferee (including the delivery of investment representation letters and legal opinions reasonably satisfactory to the Company if such are requested by the Company), provided, however, that this Warrant may not be transferred in part unless such transfer is to a transferee who pursuant to such transfer receives the right to purchase at least 50,000 shares hereunder. Subject to the provisions of this Warrant with respect to compliance with the Securities Act of 1933, as amended (the "Act"), title to this Warrant may be transferred by endorsement (by the Holder executing the Assignment Form attached hereto (the "Assignment Form") and delivery in the same manner as a negotiable instrument transferable by endorsement and delivery.

7.4Exchange of Warrant Upon a Transfer. On surrender of this Warrant for exchange, properly endorsed on the Assignment Form and subject to the provisions of this Warrant with respect to compliance with the Act and with the limitations on assignments and transfers and contained in this Section 7, the Company at its expense shall issue to or on the order of the Holder a new warrant or warrants of like tenor, in the name of the Holder or as the Holder (on payment by the Holder of any applicable transfer taxes) may direct, for the number of shares issuable upon exercise hereof.

2

7.5 Compliance with Securities Laws.

(a)The Holder of this Warrant, by acceptance hereof, acknowledges that this Warrant and the shares of Common Stock to be issued upon exercise hereof are being acquired solely for the Holder's own account and not as a nominee for any other party, and for investment, and that the Holder will not offer, sell or otherwise dispose of this Warrant or any shares of Common Stock to be issued upon exercise hereof except under circumstances that will not result in a violation of the Act or any state securities laws. Upon exercise of this Warrant, the Holder shall, if requested by the Company, confirm in writing, in a form satisfactory to the Company, that the shares of Common Stock so purchased are being acquired solely for the Holder's own account and not as a nominee for any other party, for investment, and not with a view toward distribution or resale.

(b)This Warrant and all shares of Common Stock issued upon exercise hereof shall be stamped or imprinted with a legend in substantially the following form (in addition to any legend required by state securities laws):

THE SECURITIES REPRESENTED HEREBY HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. SUCH SECURITIES AND ANY SECURITIES OR SHARES ISSUED HEREUNDER OR THEREUNDER MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SAID ACT. COPIES OF THE AGREEMENT COVERING THE PURCHASE OF THESE SECURITIES AND RESTRICTING THEIR TRANSFER OR SALE MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OR RECORD HEREOF TO THE SECRETARY OF THE COMPANY AT THE PRINCIPAL EXECUTIVE OFFICES OF THE COMPANY.

8.Reservation of Stock. The Company covenants that during the term this Warrant is exercisable, the Company will reserve from its authorized and unissued Common Stock a sufficient number of shares to provide for the issuance of Common Stock upon the exercise of this Warrant and, from time to time, will take all steps necessary to amend its Articles of Incorporation (the "Articles") to provide sufficient reserves of shares of Common Stock issuable upon exercise of this Warrant. The Company further covenants that all shares that may be issued upon the exercise of rights represented by this Warrant, upon exercise of the rights represented by this Warrant and payment of the Exercise Price, all asset forth herein, will be free from all taxes, liens and charges in respect of the issue thereof (other than taxes in respect of any transfer occurring contemporaneously or otherwise specified herein). The Company agrees that its issuance of this Warrant shall constitute full authority to its officers who are charged with the duty of executing stock certificates to execute and issue the necessary certificates for shares of Common Stock upon the exercise of this Warrant.

9.Notices. Upon the written request of the holder, whenever the Exercise Price or number of shares purchasable hereunder shall be adjusted pursuant to Section 11 hereof, the Company shall issue a certificate signed by its Chief Financial Officer setting forth, in reasonable detail, the event requiring the adjustment, the amount of the adjustment, the method by which such adjustment was calculated, and the Exercise Price and number of shares purchasable hereunder after giving effect to such adjustment, and shall cause a copy of such certificate to be mailed (by first-class mail, postage prepaid) to the Holder of this Warrant. All notices and requests required under this Warrant shall be in writing and shall be deemed to have been given for all purposes (a) upon personal delivery, (b) one day after being sent, when sent by professional overnight courier service from and to locations within the continental United States, (c) five days after posting when sent by registered or certified mail, or (d) on the date of transmission (if transmitted during normal business hours otherwise on the next succeeding business day) when sent by telegram, telegraph, telex or fax, addressed to the Holder at its address set forth on the Warrant Register, and addressed to the Company at Vycor Medical Inc., 80 Orville Drive, Suite 100, Bohemia, NY 11716, Fax: (631) 794 2444. The Holder or the Company may from time to time by notice in writing delivered as provided herein, designate a different mailing address to which such notices or requests shall thereafter be delivered.

3

10.Amendments.

10.1Amendment. Any term of this Warrant may be amended with the written consent of the Company and the Holder. Any amendment effected in accordance with this Section 10 shall be binding upon the Company and each future holder of this Warrant.

10.2Waiver. No waivers of, or exceptions to, any term, condition or provision of this Warrant, in any one or more instances, shall be deemed to be, or construed as, a further or continuing waiver of any such term, condition or provision.

11.Adjustments. The Exercise Price and the number of shares purchasable hereunder are subject to adjustment from time to time as follows:

11.1Merger, Sale of Assets, etc. If at any time while this Warrant, or any portion thereof, is outstanding and unexpired there shall be (a) a reorganization (other than a combination, reclassification, exchange or subdivision of shares otherwise provided for herein), (b) a merger or consolidation of the Company with or into another corporation in which the Company is not the surviving entity, or a reverse triangular merger in which the Company is the surviving entity but the shares of the Company's capital stock outstanding immediately prior to the merger are converted by virtue of the merger into other property, whether in the form of securities, cash, or otherwise, or (c) a sale or transfer of the Company's properties and assets as, or substantially as, an entirety to any other person, then, as a part of such reorganization, merger, consolidation, sale or transfer, lawful provision shall be made so that the holder of this Warrant shall thereafter be entitled to receive upon exercise of this Warrant, during the period specified herein and upon payment of the Exercise Price then in effect, the number of shares of stock or other securities or property of the successor corporation resulting from such reorganization, merger, consolidation, sale or transfer that a holder of the shares deliverable upon exercise of this Warrant would have been entitled to receive in such reorganization, consolidation, merger, sale or transfer if this Warrant had been exercised immediately before such reorganization, merger, consolidation, sale or transfer, all subject to further adjustment as provided in this Section 11. The foregoing provisions of this Section 11.1shall similarly apply to successive reorganizations, consolidations, mergers, sales and transfers and to the stock or securities of any other corporation that are at the time receivable upon the exercise of this Warrant. If the per-share consideration payable to the Holder for shares in connection with any such transaction is in a form other than cash or marketable securities, then the value of such consideration shall be determined in good faith by the Company's Board of Directors. In all events, appropriate adjustment (as determined in good faith by the Company's Board of Directors) shall be made in the application of the provisions of this Warrant with respect to the rights and interests of the Holder after the transaction, to the end that the provisions of this Warrant shall be applicable after that event, as near as reasonably may be, in relation to any shares or other property deliverable after that event upon exercise of this Warrant.

11.2Reclassification, etc. If the Company, at any time while this Warrant, or any portion thereof, remains outstanding and unexpired by reclassification of securities or otherwise, shall change any of the securities as to which purchase rights under this Warrant exist into the same or a different number of securities of any other class or classes, this Warrant shall thereafter represent the right to acquire such number and kind of securities as would have been issuable as the result of such change with respect to the securities that were subject to the purchase rights under this Warrant immediately prior to such reclassification or other change and the Exercise Price therefor shall be appropriately adjusted, all subject to further adjustment as provided in this Section 11.

11.3Split, Subdivision or Combination of Shares. If the Company at any time while this warrant, or any portion thereof, remains outstanding and unexpired shall split, subdivide or combine the securities as to which purchase rights under this Warrant exist, into a different number of securities of the same class, the Exercise Price for such securities shall be proportionately decreased in the case of a split or subdivision or proportionately increased in the case of a combination.

4

11.4Adjustments for Dividends in Stock or Other Securities or Property. If while this Warrant, or any portion thereof, remains outstanding and unexpired the holders of the securities as to which purchase rights under this Warrant exist at the time shall have received, or, on or after the record date fixed for the determination of eligible shareholders, shall have become entitled to receive, without payment therefor, other or additional stock or other securities or property (other than cash) of the Company by way of dividend, then and in each case, this Warrant shall represent the right to acquire, in addition to the number of shares of the security receivable upon exercise of this Warrant, and without payment of any additional consideration therefor, the amount of such other or additional stock or other securities or property (other than cash) of the Company that such holder would hold on the date of such exercise had it been the holder of record of the security receivable upon exercise of this Warrant on the date hereof and had thereafter, during the period from the date hereof to and including the date of such exercise, retained such shares and/or all other additional stock available by it as aforesaid during such period, giving effect to all adjustments called for during such period by the provisions of this Section 11.

11.5Certificate as to Adjustments. Upon the occurrence of each adjustment or readjustment pursuant to this Section 11, the Company shall, upon the written request, at any time, of any Holder of this Warrant, furnish or cause to be furnished to such Holder a like certificate setting forth: (a) adjustments and readjustments in accordance with the terms hereof; (b) the Exercise Price at the time in effect; and (c) the number of shares and the amount, if any, of other property that at the time would be received upon the exercise of the Warrant.

12. Miscellaneous.

(a)Attorneys' Fees. In any action at law or in equity to enforce any of the provisions or rights under this Warrant, the unsuccessful party to such litigation, as determined by the court in a final judgment or decree, shall pay the successful party all costs, expenses and reasonable attorneys' fees incurred by the successful party (including, without limitation, costs, expenses and fees on any appeal).

(b)GoverningLaw; Venue. This Warrant and the legal relations between the Holder and the Company shall be governed by and construed in accordance with the laws of the State of New York applicable to contracts made and performed in such State and without regard to conflicts of law doctrines of any other State or country. In the event of any action at law or equity to enforce any of the provisions or rights under this Agreement, the parties agree that the proper venue for such action is New York City, New York and that the parties may bring such an action to enforce their respective rights under this Agreement only in a court located within the Borough of Manhattan, State of New York. The parties further agree that such court shall have personal jurisdiction over each of the parties to this Agreement.

IN WITNESSWHEREOF, VYCOR MEDICAL, INC. has caused this Warrant to be executed by its officers thereunto duly authorized.

Dated: September 1, 2007

VYCOR MEDICAL, INC.

By:	/s/ Kenneth Coviello
Kenneth Coviello
Its:

5

ATTEST:

By:	/s/ Heather Jensen
Heather Jensen
Its: President

6

NOTICE OF EXERCISE

To:VYCOR MEDICAL, INC.

(1)The undersigned hereby elects to purchase shares of Common Stock of VYCOR MEDICAL, INC., pursuant to the terms of the attached Warrant, and tenders herewith payment of the purchase price for such shares in full.

(2)In exercising this Warrant, the undersigned hereby confirms and acknowledges that the shares of Common Stock or the Common Stock are being acquired solely for the account of the undersigned and not as a nominee for any other party, and for investment, and that the undersigned will not offer, sell or otherwise dispose of any such shares of Common Stock or Common Stock except under circumstances that will not result in a violation of the Securities Act of 1933, as amended, or any state securities laws.

(3)Please issue a certificate or certificates representing those shares of Common Stock in the name of the undersigned or in such other name as is specified below:

(Name)

(4) Please issue a new Warrant for the unexercised portion of the attached Warrant in the name of the undersigned or in such other name as is specified below:

(Name)

(Date)

(Signature)

7

ASSIGNMENT FORM

FOR VALUE RECEIVED, the undersigned registered owner of this Warrant hereby sells, assigns and transfers unto the Assignee named below all of the rights of the undersigned under the within Warrant, with respect to the number of shares of Common Stock (or Common Stock) set forth below.

NAME OF ASSIGNEE ADDRESS NO. OF SHARES

And does hereby constitute and appoint ____________________________ as Attorney-in-Fact to make such transfer on the books of VYCOR MEDICAL, INC., maintained for the purpose, with full power of substitution in the premises.

The undersigned also represents that, by assignment hereof, the Assignee acknowledges that this Warrant and the shares of stock to be issued upon exercise hereof or conversion thereof are being acquired for investment and that the Assignee will not offer, sell or otherwise dispose of this Warrant or any shares of stock to be issued upon exercise hereof or conversion thereof except under circumstances which will not result in a violation of the Securities Act of 1933, as amended, or any state securities laws. Further, the Assignee has acknowledged that upon exercise of this Warrant, the Assignee shall, if requested by the Company, confirm in writing, in a form satisfactory to the Company, that the shares of stock so purchased are being acquired for investment and not with a view toward distribution or resale.

Dated:

Signature of Holder:

ATTEST:

Signature of Assignee

8

EX-5.1

EXHIBIT 5.1

SICHENZIA ROSS FRIEDMAN FERENCE LLP

61 Broadway, 32 ^nd Floor

New York, NY 10006

Telephone: (212) 930-9700

Facsimile: (212) 930-9725

March 17, 2008

VIA ELECTRONIC TRANSMISSION

Securities and Exchange Commission

100 F Street, N.E.

Washington, DC 20549

RE: VYCOR MEDICAL, INC.

FORM S-1 REGISTRATION STATEMENT

Ladies and Gentlemen:

We refer to the above-captioned registration statement on Form S-1 (the "Registration Statement") under the Securities Act of 1933, as amended (the "Act"), filed by Vycor Medical, Inc., a Delaware corporation (the "Company"), with the Securities and Exchange Commission.

We have examined the originals, photocopies, certified copies or other evidence of such records of the Company, certificates of officers of the Company and public officials, and other documents as we have deemed relevant and necessary as a basis for the opinion hereinafter expressed. In such examination, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as certified copies or photocopies and the authenticity of the originals of such latter documents.

Based on our examination mentioned above, we are of the opinion that the securities being sold pursuant to the Registration Statement are duly authorized and will be, when issued in the manner described in the Registration Statement, legally and validly issued, fully paid and non-assessable.

We hereby consent to the filing of this opinion as Exhibit 5.1 to the Registration Statement and to the reference to our firm under "Legal Matters" in the related Prospectus. In giving the foregoing consent, we do not hereby admit that we are in the category of persons whose consent is required under Section 7 of the Act, or the rules and regulations of the Securities and Exchange Commission.

Very truly yours,

/s/ Sichenzia Ross Friedman Ference LLP

Sichenzia Ross Friedman Ference LLP

EX-10.1

   v106106_ex10-1 -- Converted by SECPublisher 2.1.1.8, created by BCL Technologies Inc., for SEC Filing
   

EX-10.2

CONVERTIBLE DEBENTURE PURCHASE AGREEMENT

THIS CONVERTIBLE DEBENTURE PURCHASE AGREEMENT (the "Agreement") is made as of February 14, 2008,by and between Vycor Medical, Inc., a Delaware corporation (the "Company") and Regent Private Capital, LLC, an Oklahoma limited liability company ("Regent").

1.Funding Through Convertible Debentures.

1.1Issuance of Debentures.

(a)The Company has authorized the issuance of two essentially identical Convertible Debentures each in the original principal amount of $500,000 in the form of Exhibit A hereto (the "Debentures"), the first of which will be issued upon receipt of funding from Regent on the date hereof (the "Closing"), and the second of which will be issued on the earlier of (i) sixty (60) days from the Closing, or (ii) five (5) business days following the effective date of the Registration Statement referred to in Section 6.1 below. The Debentures will be secured pursuant to the terms of a security agreement in the form of Exhibit B hereto (the "Security Agreement").

(b)Subject to the terms and conditions of this Agreement, and relying on the representations and warranties contained herein. Regent agrees to provide the funding to the Company pursuant to the Debentures.

1.2Use of Proceeds. In accordance with the directions of the Company's board of directors, the Company will use the proceeds from the issuance of the Debentures for (i) general working capital, (ii) repayment of certain obligations that are listed on Section 1.2 of the Disclosure Schedule (defined below), each of which obligation has been specifically reviewed and approved by Regent prior to repayment thereof, and (iii) payment of the legal and other expenses incurred by Regent in connection with the issuance of the Debentures ("Regent Expenses") as set forth in Section 7.7 below. The Company shall not use the proceeds from the issuance of the Debentures for the purchase, repurchase or cancellation of any securities of the Company, or the payment of any prior obligations of the Company or its directors, officers, shareholders or employees.

2.Representations. Warranties and Covenants of the Company. The Company hereby represents, warrants and covenant to Regent that, except as set forth on the Disclosure Schedule (the "Disclosure Schedule") attached hereto as Exhibit C hereto, the statements in the following subsections in this Section 2 are all true and complete. The section numbers in the Disclosure Schedule will correspond to the section numbers in this Agreement. Whenever a representation or warranty herein is limited to the "knowledge" of the Company, knowledge shall mean the actual conscious knowledge of the executive officers of the Company, or what such executive officers should have known had such executive officers conducted due inquiry or investigation relating thereto, to the extent such inquiry or investigation would have been conducted by a reasonably prudent person in their capacity as an executive of the Company.

2.1Organization, Good Standing, Power and Qualification. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority to carry on its business as presently conducted and as proposed to be conducted. The Company is in good standing and is duly qualified to transact business in each jurisdiction in which it does business, or in which the failure to so qualify would have a material adverse effect on the Company's business, financial condition or properties.

2.2Power. The Company has all requisite corporate power and authority (i) to own and operate its properties and assets and to carry on its business as presently conducted and as proposed to be conducted; (ii) to execute and deliver this Agreement, the Debentures, the Security Agreement and any other ancillary agreement required hereunder (collectively, the "Ancillary Agreements"); (iii) to issue the Debentures (and the common stock issuable upon conversion thereof); and (iv) to carry out and perform the provisions of this Agreement and the Ancillary Agreements.

(1)

2.3Authorization. All actions on the part of the Company, its officers, directors and shareholders necessary for the authorization, execution, delivery of this Agreement and the Security Agreement, the performance of all obligations of the Company hereunder and thereunder, and the authorization, issuance (or reservation of issuance), sale and delivery of the Debentures (and the common stock issuable upon conversion thereof) have been taken or will be taken prior to the Closing. This Agreement and the Ancillary Agreements, when executed and delivered by the Company, will constitute valid and binding obligations of the Company, enforceable in accordance with their respective terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors' rights generally; (ii) as limited by the laws related to the availability of specific performance, injunctive relief or other equitable remedies; and (iii) to the extent the indemnification provisions contained in this Agreement may be limited by applicable laws and principles of public policy.

2.4Valid Issuance of Debentures. The Debentures (including the common stock issuable upon conversion thereof), when issued, sold and delivered in accordance with the terms of this Agreement for the consideration expressed herein, will be duly authorized, validly issued, fully paid and nonassessable, and will be free of restrictions on transfer other than restrictions on transfer under this Agreement and the Ancillary Agreements and under applicable state and federal securities laws.

2.5Capitalization and Voting Rights.

(a)The authorized capital of the Company consists, or will consist immediately prior to the Closing, of 100,000,000 shares of common stock, par value $.001 per share, 18,551,284 shares of which have been issued and are outstanding, and 10,000,000 shares of preferred stock, par value $.001 per share, none of which are issued and outstanding. The relative rights, privileges and preferences of capital stock are as stated in the Company's Certificate of Incorporation, a true and correct copy of which has been provided to Regent. The common stock issuable upon conversion of the Debentures on the date of issuance represents approximately twenty-two and 22/100ths percent (22.22%) of the outstanding common stock of the Company on an as-converted, fully-diluted basis, calculated on a pre-money valuation of the Company at the date of issuance of $3,500,000.

(b)The outstanding shares of common stock have been duly authorized and validly issued, are fully paid and nonassessable, and were issued in accordance with the registration provisions of the Securities Act of 1933, as amended (the "Securities Act"), and any applicable state securities laws or pursuant to valid exemptions therefrom.

(c)Except as otherwise provided for in the Disclosure Schedule, there are no outstanding options, warrants, rights (including conversion or preemptive rights) or agreements for the purchase or acquisition from the Company of its securities. Except as identified above, the Company has no equity purchase plan, option, warrant or other agreement or understanding granting rights to purchase the Company's securities with any other person or entity. The Company is not a party or subject to any agreement or understanding, and there is no agreement or understanding between any persons that affects or relates to the voting or giving of written consents with respect to any security or the voting by any shareholder or director of the Company.

(2)

(d) To the Company's knowledge, the Company has not violated any applicable federal or state securities laws or regulations in connection with the offer, sale or issuance of any of its equity securities or the offer, sale or issuance of any of its debt securities. There are no voting trusts, proxies or other agreements or understandings among the Company's shareholders or equity owners or any other person with respect to the voting, transfer or registration of the Company's equity securities or with respect to any other aspect of the Company's affairs.

2.6 Subsidiaries. The Company does not currently own or control, directly or indirectly, any interest in any other corporation, partnership, trust, joint venture, limited liability company, association, or other business entity. The Company is not a participant in any joint venture, partnership or similar arrangement.

2.7Compliance with Other Instruments. The Company is not in violation or default of any provision of its Certificate of Incorporation, Bylaws or its other charter documents or in any material respect of any provision of any mortgage, indenture, agreement, instrument, regulation or contract to which it is a party or by which it is bound or of any federal or state judgment, order, writ, decree, statute, rule or regulation applicable to the Company. The execution, delivery and performance by the Company of this Agreement and the Ancillary Agreements, and the consummation of the transactions contemplated hereby and thereby, will not result in any material violation or be in conflict with or constitute, with or without passage of time or giving of notice, either a default under any such provision or an event that results in the creation of any lien, charge or encumbrance upon any assets of the Company or the suspension, revocation, impairment, forfeiture or renewal of any material permit, license, authorization or approval applicable to the Company, its businesses or operations or any of its assets or properties.

2.8Governmental Consents, etc. No consent, approval, qualification, order or authorization of, or filing with, any federal, state or local governmental authority on the part of the Company is required in connection with the Company's execution, delivery or performance of this Agreement, the Ancillary Agreements or the offer, sale or issuance of the Debentures (or the issuance of the common stock issuable upon conversion thereof), except such filings as have been made prior to the Closing, or except any notices of sale required to be filed with the Securities and Exchange Commission under Regulation D of the Securities Act, or such post-Closing filings as may be required under applicable state securities laws, which will be timely filed within the applicable periods therefor.

2.9Agreements: Action. Except with respect to (i) the outstanding Bridge Loan Debenture dated December 14, 2006 (as amended), in the original principal amount of $172,500 ("FCP Debenture") with Fountainhead Capital Partners ("FCP"), (ii) the Warrant to Purchase 50.22 Membership Units of the Company (now 805,931 shares of the Company's common stock) dated December 15, 2006 (the "FCP Warrant"), (iii) the investment opportunity granted under the Option Agreement with FCP dated December 14, 2006 ("FCP Option"), or as specifically disclosed in the Disclosure Schedule:

(a) There are no agreements, understandings or proposed transactions between the Company and any of its officers, directors, shareholders, affiliates or any affiliate thereof.

(3)

(b)There are no contracts, agreements, instruments, leases, commitments, understandings, proposed transactions, judgments, orders, writs or decree to which the Company is a party or by which it is bound that may involve (i) obligations (contingent or otherwise) of, or payments to, the Company in excess of $25,000; (ii) the granting of any rights affecting the development, manufacture, licensing, marketing, sale or distribution of the Company's products and services; (iii) the guarantee or indemnity of any indebtedness of any other person, firm or entity; (iv) the license of any patent, copyright, trade secret or other proprietary right to or from the Company; or (v) the indemnification by the Company with respect to infringements of proprietary rights.

(c)The Company has not (i) declared or paid any dividend or distribution upon or with respect to any class or series of its equity securities, (ii) incurred any indebtedness from money borrowed or any other liabilities individually in excess of $10,000 or, in the case of indebtedness and/or liabilities individually less than $10,000, in excess of $25,000 in the aggregate, (iii) made any loans or advances to any person, other than ordinary advances for travel expenses, or (iv) sold, exchanged or otherwise disposed of any of its assets or rights except in the ordinary course of its business.

(d)For the purposes of subsections (b) and (c) above, all indebtedness, liabilities, agreements, understandings, instruments, contracts and proposed transactions involving the same person or entity (including persons or entities the Company has reason to believe are affiliated therewith) shall be aggregated for the purpose of meeting the minimum dollar amounts for each subsection.

2.10Obligations to Related Parties. Except as identified on the Disclosure Schedule, no employee, officer, director, shareholder or other equity owner of the Company or member of his, her or its immediate family is indebted to the Company, nor is the Company indebted (or committed to make loans or extend or guarantee credit) to any of them other than (i) for payment of salary for bona fide services rendered; (ii) reimbursement for reasonable expenses incurred on behalf of the Company; and (iii) for other standard employee benefits generally made available to all employees. No employee, officer or director of the Company and, to the Company's a knowledge, no shareholder of the Company or any of such shareholder's immediate family, has any direct or indirect ownership in any entity with which the Company is affiliated or with which the Company has a business relationship, or any entity that competes with the Company, except that employees, officers, directors or shareholders of the Company and members of their immediate family may own stock in publicly traded companies that may compete with the Company. No employee, officer, director or shareholder of the Company, or any member of their immediate families, is, directly or indirectly, interested in any contract with the Company (other than contracts that relate to any such person's ownership of an equity interest in the Company). The Company has not granted rights or licenses to any other entity or person to sell its products or services to any other person or entity and is not bound by any agreement that affects the Company's exclusive rights to market or sell its products or services.

2.11Title to Properties and Assets. The Company owns its assets free and clear of all mortgages, liens, claims, and encumbrances other than (i) liens securing the FCP Debenture, (ii) liens for current taxes not yet delinquent, (iii) for liens imposed by law and incurred in the ordinary course of business for obligations not past due to carriers, warehousemen, laborers, materialmen and the like, (iv) for liens in respect of pledges or deposits under workers' compensation laws or similar legislation or (v) for minor defects in title, none of which, individually or in the aggregate, materially interferes with the use of such property. With respect to the property and assets it leases, the Company is in compliance with such leases, each lease is in full force and effect and is enforceable in accordance with its terms, holds a valid leasehold interest free of any liens, claims, or encumbrances, subject to clauses (i) – (v) above, and there exists no default or other condition which, with the giving of notice, the passage of time, or both, could become a default under any lease. There are no outstanding options or rights of first refusal with respect to the purchase or use of any of the Company's real property, any portion thereof or interest thereon.

(4)

2.12Intellectual Property. The Company owns or possesses sufficient legal rights to all patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information, and proprietary rights and processes (collectively, "Intellectual Property") necessary for its business as now conducted and as proposed to be conducted without any infringement of the rights of others. The Disclosure Schedule contains a complete list of the Company's patents, trademarks, copyrights and domain names and pending patent, trademark and copyright applications. There are no outstanding options, licenses, or agreements of any kind relating to the Company's Intellectual Property with the exception of agreements for the sale or license of the Company's products or services in the ordinary course of business, nor is the Company bound by or a party to any options licenses or agreements of any kind with respect to the Intellectual Property of any other person or entity with the exception of shrink-wrap, click-wrap or similar widely available commercial end-user licenses. The Company has not received any communications alleging that the Company has violated or, by conducting its business as presently proposed, would violate any of the Intellectual Property of any other person or entity. The Company is not aware that any of its employees is obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, that would interfere with the Company's business as presently proposed to be conducted. It is not or will not be necessary for the Company to utilize any inventions of any of its employees (or people they currently intend to hire) made prior to their employment with the Company. The Company is not aware of any violation or infringement by a third party of any of the Company's Intellectual Property.

2.13Employees; Employee Benefit Plans. The Company has complied in all material respects with all applicable state and federal equal opportunity and other laws related to employment. To the Company's knowledge, no employee of the Company is or will be in violation of any judgment, decree, or order, or term of any employment contract, patent disclosure agreement, or other contract or agreement relating to the relationship of any such employee with the Company, or any other party because of the nature of the business presently conducted or presently proposed to be conducted by the Company. The Company has no "Employee Benefit Plan" as defined in the Employment Retirement Income Security Act of 1974, as amended. The Company is not aware of any officer or key employee, or any group of key employees, that intends to terminate their employment with the Company, nor does the Company have a present intention to terminate the employment of any of them.

2.14Litigation. There is no claim, action, suit, proceeding, arbitration, complaint, charge or investigation pending or currently threatened against the Company or any officer, director or key employee of the Company, nor is there any reasonable basis therefore. Neither the Company nor any of its officers or directors, is a party or is named as subject to the provisions of any order, writ, injunction, judgment or decree of any court or government agency or instrumentality (in the case of officers or directors, such as would affect the Company). There is no action, suit, proceeding or investigation by the Company pending or which the Company intends to initiate. The foregoing includes, without limitation, any action, suit, proceeding or investigation pending or threatened involving the prior employment of any of the Company's employees, their services provided in connection with the Company's business, or any information or techniques allegedly proprietary to any of their former employers, or their obligations under any agreements with prior employers.

2.15Rights of Registration. Other than as described in Section 6.1 herein, the Company has not obligated itself to, is not under any current obligation to, and will not obligate itself to register under the Securities Act any of its currently outstanding securities or any securities issuable upon exercise or conversion of its currently outstanding securities.

(5)

2.16Financial Statements. The Company has delivered to Regent its audited financial statements as of December 31, 2006 and its unaudited financial statements as of September 30, 2007, respectively (collectively, the "Financial Statements"). The Financial Statements have been prepared in accordance with generally accepted accounting principles applied on a consistent basis throughout the periods indicated. The Financial Statements fairly present in all material respects the financial condition and operating results of the Company as of the dates, and for the periods, indicated therein, subject in the case of the unaudited Financial Statements to normal year-end audit adjustments, which are not individually or in the aggregate expected to be material. Except as set forth in the Financial Statements, the Company has no liabilities or obligations, contingent or otherwise, other than (i) liabilities incurred in the ordinary course of business subsequent to September 30, 2007 (ii) obligations under contracts and commitments incurred in the ordinary course of business and (iii) liabilities and obligations of a type or nature not required under generally accepted accounting principles to be reflected in the Financial Statements, which, in all such cases, individually and in the aggregate are not material to the financial condition or operating results of the Company. The Company is not a guarantor or indemnitor of any indebtedness of any other person, firm or entity. The Company maintains and will continue to maintain a standard system of accounting established and administered in accordance with generally accepted accounting principles. The Company has no liability to any of its equity owners or to affiliates of such equity owners.

2.17Brokers or Finders. Except as otherwise provided in the Disclosure Schedule, the Company has not incurred, and will not incur, directly or indirectly, as a result of any action taken by the Company, any liability for brokerage or finders' fees or agents' commissions or any charges in connection with this Agreement, the Ancillary Agreements or the transactions contemplated hereby and thereby.

2.18Changes. Since September 30, 2007 there has not been:

(a)any change in the assets, liabilities, financial condition or operating results of the Company from that reflected in the unaudited Financial Statements dated September 30, 2007, except changes in the ordinary course of business that have not been, in the aggregate, material adverse;

(b)any damage, destruction or loss, whether or not covered by insurance;

(c)any waiver or compromise by the Company of a valuable right or of a material debt owed to it;

(d)any satisfaction or discharge of any lien, claim, or encumbrance or payment of any obligation by the Company, except in the ordinary course of business that is not material to the Company's business, financial condition or properties;

(e)any material change to a material contract or agreement by which the Company or any of its assets is bound or subject;

(f)any material change in any compensation arrangement or agreement with any employee, officer, director or shareholder of the Company;

(6)

(g)any resignation or termination of employment of any officer or key employee of the Company, and the Company, to its knowledge, does not know of the impending resignation or termination of employment of any such officer or key employee;

(h)any mortgage, pledge, transfer of a security interest in, or lien, created by the Company, with respect to any of its properties or assets, except liens for taxes not yet due or payable;

(i)any loans or guarantees made by the Company to or for the benefit of its employees, officers, directors or equity owners, or any shareholders of their immediate families, other man travel advances and other advances made in the ordinary course of business;

(j) any declaration, setting aside or payment or other distribution in respect of any of the Company's securities, or any direct or indirect redemption, purchase, or other acquisition of any of such securities by the Company;

(k) any sale, assignment or transfer of any of the Company's Intellectual Property;

(1) receipt of notice that there has been a loss of, or order cancellation by, any customer of the Company;

(m) any other event or condition of any character that would result in a material adverse effect on the Company's business, financial condition or properties; or

(n) any agreement or commitment by the Company to do any of the things described in this Section 2.18.

2.19Tax Returns. Payments and Elections. The Company has filed all tax returns and reports as required by law (including, but not limited to all Federal and state income tax returns, and all state sales and use tax returns). These returns and reports are true and correct in all material respects. The Company has paid all taxes and other assessments due, except those contested by it in good faith and listed in the Disclosure Schedule. The provision for taxes of the Company as shown in the Financial Statements is adequate for taxes dues or accrued as of the date thereof The Company has not made any elections pursuant to the Code (or other elections that related solely to methods of accounting, depreciation or amortization) that would have a material adverse effect on the Company's business, financial condition or properties.

2.20Insurance. The Disclosure Schedule in Section 2.20 lists all of the insurance policies and fidelity bonds covering the assets, business, equipment, properties, operations, employees, officers and directors of the Company, all of which policies are currently in effect. The Company has furnished to Regent true and complete copies of all insurance policies and fidelity bonds listed in the applicable disclosure on the Schedule. There is no claim by the Company pending under any of such policies or bonds as to which coverage has been questioned, denied or disputed by the underwriters of such policies or bonds. The current and historical limits of liability under such policies or bonds have not been exhausted and/or are not impaired. There is no threatened termination of, or premium increase with respect to, any of such policies or bonds, or any notice that such policies or bonds are no longer in full force and effect or that the issuer thereof is no longer willing or able to perform its obligations thereunder. None of the insurance policies or bonds listed in the Disclosure Schedule will terminate or lapse by reason of the consummation of the transactions contemplated by this Agreement

(7)

2.21Proprietary Information and Invention Assignment Agreements. Each current and former employee, consultant and officer of the Company has executed a proprietary information and inventions assignment agreement in the form or forms provided to Regent. No current or former employee has excluded works or inventions from his or her assignment of inventions pursuant to such employee's agreement. The Company is not aware that any of its employees is in violation thereof.

2.22Permits. The Company has all franchises, permits, licenses and any similar authority necessary for the conduct of its business as presently conducted by it, the lack of which would have a material adverse effect on the Company's business, properties or financial condition, and the Company believes it can obtain, without undue expense or burden, any similar authority for the expanded conduct of its business as presently proposed to be expanded. The Company is not in default in any respect under any of such franchises, permits, licenses or other similar authority.

2.23Environmental and Safety Laws. The Company has complied in all material respects with all Environmental Laws. The Company has no Environmental Liabilities. No notice, notification, demand, request for information, citation, summons or order has been issued, no complaint has been filed, no penalty has been assessed and no investigation or review is pending or, to the Company's knowledge, threatened, by any governmental or other entity with respect to any alleged violation by the Company of any Environmental Law. There have been no environmental investigations, studies, audits, tests, reviews or other analyses conducted by or for the Company, or to the Company's knowledge, relating to any property or facility now or previously owned or leased by the Company that have not been delivered to Regent.

The following terms, as used in this Section 2.23 have the following meanings; "Environmental Law" means any and all federal, state, local and foreign statutes, laws (including common or case law), regulations, ordinances, rules, judgments, judicial decisions, orders, decrees, codes, plans, injunctions, or governmental restrictions relating to the protection of human health or safety or the environment or to emissions, discharges or releases of any Hazardous Substance into the environment, or otherwise relating to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of any Hazardous Substance or the containment, removal or remediation thereof. "Environmental Liabilities" means any and all liabilities arising in connection with or in any way relating to the past or present business of the Company, whether contingent or fixed, actual or potential, known or unknown, which (i) arise under or relate to matters governed by Environmental Law or arise in connection with or relate to any matter disclosed or required to be disclosed in the Disclosure Schedule as applicable and (ii) arise from or relate in any way to actions occurring or conditions existing before the Closing. "Hazardous Substance" means any and all pollutants and contaminants, and any and all toxic, caustic, radioactive or otherwise hazardous materials, substances or wastes that are regulated under any Environmental Law, and includes, without limitation, petroleum and its derivatives and by-products, and any other hydrocarbons.

2.24 Product Liability. The Company has no liability, whether known or unknown, asserted or unasserted, absolute or contingent, accrued or unaccrued, liquidated or unliquidated, or due or to become due (collectively, a "Liability") (and there is no basis for any present or future action, suit, proceeding, hearing, investigation, charge, complaint, claim or demand against it giving rise to any Liability) arising out of any injury to individuals or property as a result of the ownership, possession or use of any product sold, leased or delivered by the Company.

2.25 Disclosure. The Company has provided to Regent all the information reasonably available to it without undue expense that Regent has requested for deciding whether to provide the funds related to the Debentures and all information that the Company reasonably believes necessary to enable Regent to make such decision. Neither this Agreement, the Ancillary Agreements, nor any other written statements or certificates made or delivered in connection herewith, when taken as a whole, contain any untrue statement of material fact or omits to state a material fact necessary to make the statements contained herein or therein not misleading in light of the circumstances under which they were made.

(8)

3. Representations, Warranties and Covenants of Regent. Regent hereby represents, warrants and covenants to the Company as follows:

3.1Power: Authorization. Regent has all requisite power and authority to execute and deliver this Agreement and the Ancillary Agreements to which it is a party. This Agreement and the Ancillary Agreements to which it is a party, when executed and delivered by Regent, will constitute valid and legally binding obligations of Regent, enforceable in accordance with their respective terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, and any other laws of general application affecting enforcement of creditors' rights generally, and as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies, or (ii) to the extent the indemnification provisions contained in this Agreement may be limited by applicable laws and principles of public policy.

3.2Purchase Entirely for Own Account. This Agreement is made with Regent in reliance upon Regent's representation to the Company, which by Regent's execution of this Agreement, Regent hereby confirms, that the Debentures (and the common stock issuable upon conversion thereof), will be acquired for investment for Regent's own account, not as a nominee or agent, and not with a view to the resale or distribution of any part thereof, and that Regent has no present intention of selling, granting any participation in, or otherwise distributing the same.

3.3Reliance upon Regent's Representations. Regent understands that the Debentures and the common stock acquired upon conversion thereof not be registered under the Securities Act on the ground that the sale provided for in this Agreement and the issuance of the common stock is exempt from registration under the Securities Act pursuant to valid exemptions thereof, and that the Company's reliance upon such exemption is predicated on Regent's representations set forth herein.

3.4Disclosure of Information. Regent has had an opportunity to ask questions of the Company regarding the terms and conditions of the issuance of the Debentures and the Company's business, financial condition, properties and prospects and to obtain additional information (to the extent the Company possessed such information or acquire it without unreasonable effort or expense) necessary to verify the accuracy of any information furnished to Regent or to which Regent had access. The foregoing, however, does not limit or modify the representations, warranties and covenants of the Company in Section 2 of this Agreement or the right by Regent to rely thereon.

3.5Accredited Investor. Regent is an "accredited investor" as defined in Rule 501(a) of Regulation D promulgated under the Securities Act.

3.6Restricted Securities. Regent understands that the Debentures and the common stock issuable upon conversion of the Debentures, are characterized as "restricted securities" under the federal securities laws inasmuch as they are being acquired from the Company in a transaction not involving a public offering and that under such federal securities laws and applicable regulations the Debentures and the common stock issuable upon conversion thereof may be resold without registration only in certain circumstances. In this regard, Regent represents that it is aware of the provisions of Rule 144 promulgated under the Securities Act which permit limited resale of securities purchased in a private placement subject to the satisfaction of certain conditions, including, among other things, the existence of a public market for the Debentures and the common stock issuable upon conversion thereof to availability of certain public information about the Company, the resale occurring not less than one year after a party has purchased and paid for the security to be sold, the sale being effected through a "broker's transaction" or in transactions with a "market maker" and the number of shares being sold during any three-month period not exceeding specified limitations.

(9)

3.7Brokers or Finders. The Company has not, and will not, incur, directly or indirectly, as a result of any action taken by Regent, any liability for brokerage or finders' fees or agents' commissions or similar charges in connection with this Agreement or the transactions contemplated hereby, other than the commitment and related fees payable to Regent under this Agreement.

3.8Legends. Regent understands that the Debentures and the common stock issued upon conversion thereof, may bear one or all of the following legends:

(a)THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH TRANSFER MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL IN A FORM SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933.

(b)Any legend required by the securities laws of any state to the extent such laws are applicable to shares represented by the certificate so legended.

4. Conditions to Closing of Regent. The obligations of Regent under Section 1 of this Agreement are subject to the fulfillment on or before the Closing of each of the following conditions, the waiver of which shall not be effective against Regent if it does not consent thereto:

4.1Representations and Warranties Correct. The representations and warranties of the Company contained in Section 2 shall be true and correct on and as of the Closing with the same effect as though such representations and warranties had been made on and as of the date of the Closing.

4.2Covenants. All covenants, agreements and conditions contained in this Agreement to be performed by the Company on or prior to the Closing shall have been performed or complied with in all material respects.

4.3Debt. At Closing, total liabilities of the Company shall not exceed $753,278 and shall be of the type satisfactory to Regent, in its sole discretion. Other than disclosed in the Disclosure Schedule, the Company shall have no liabilities to the Company's shareholders or equity owners or affiliates of such shareholders, except as contemplated by this Agreement or the FCP Debenture.

4.4 Assignment of FCP Warrant and Option Rights. FCP shall have executed an Assignment of Rights in the Form of Exhibit D hereto, pursuant to which FCP shall assign to Regent an undivided fifty percent (50%) interest in (i) the FCP Warrant, and (ii) the FCP Option. If requested by Regent (including a request made subsequent to Closing), the Company will re-execute substitute and separate warrants and option agreements, pursuant to which each of Regent and FCP will have stand-alone agreements with terms identical to the existing FCP Warrant and FCP Option (with the exception that each such substitute agreement will cover 50% of the aggregate original interests).

(10)

4.5 Additional Investment by FCP — Intracreditor Agreement. FCP shall concurrently invest in the Company a minimum of $150,000 at the time of issuance of each Debenture to Regent, for a total additional investment of at least $300,000. Such investment by FCP shall be made on terms identical to the Debentures (other than as to amount) pursuant to documentation substantially identical to the documentation being executed in connection with the Debentures; provided, FCP shall have the right to secure another investor for up to $100,000 of FCP's additional $300,000 obligation.

4.6Stock Option Plan. The Company, with the approval of Regent, will establish a Stock Option Plan, pursuant to which an amount not exceeding 10% of the Company's issued and outstanding common stock (on a fully diluted basis) will be reserved for issuance pursuant to either qualified or nonqualified options that may be granted to employees, officers, directors and consultants of the Company.

4.7Satisfaction of Due Diligence. Regent shall have been satisfied, in its sole discretion, with the results of its due diligence investigation related to the Company. Without limiting the generality of the foregoing, Regent shall be satisfied that the Company's legal counsel accounting firm and other necessary experts can accomplish the filing of the Registration Statement in accordance with Section 6.1 hereof.

4.8Debentures and Security Agreement. The Debentures shall have been issued by the Company and the Company shall have executed and delivered the Security Agreement and all other documents contemplated by this Agreement.

4.9Lock-Up Agreement. Each of Kenneth Coviello, Heather Jensen and Sawmill Trust shall have entered into a Lock-Up Agreement in the form of Exhibit F hereto, pursuant to which such individuals shall have agreed to not sell or otherwise transfer any shares of common stock in the Company held by them for a period of one year following Closing, and thereafter such individuals can sell up to twenty-five percent (25%) of their common stock in the Company in each of the succeeding two years following Closing, after which time the Lock-Up Agreement will expire.

4.10Material Adverse Effect. There has occurred no fact, event or circumstance which has had, or would reasonably be expected to have, a material adverse effect on the assets, liabilities, financial condition or operating results of the Company, except changes in the ordinary course of business that have not been, in the aggregate, materially adverse on the Company's business, financial condition or properties.

5.Conditions to Closing of the Company. The obligations of the Company to Regent at the Closing are subject to the fulfillment on or before the Closing of each of the following conditions by Regent, unless otherwise waived:

5.1Representations and Warranties Correct. The representations and warranties of Regent contained in Section 3 shall be true on and as of the Closing with the same effect as though such representations and warranties had been made on and as of the date of Closing.

5.2Qualifications. All authorizations, approvals or permits, if any, of any governmental authority or regulatory body of the United States or of any state that are required in connection with the lawful issuance and sale of the Debentures and underlying shares of common stock pursuant to this Agreement shall be obtained and effective as of the Closing.

(11)

6.Post-Closing Covenants of the Company.

6.1 Registration Statement. Within sixty (60) days from the date of this Agreement, the Company shall file a registration statement on Form S-l, SB-2, or other applicable form ("Registration Statement"), with the Securities and Exchange Commission ("SEC"), which Registration Statement shall register for sale all common stock which may be issuable upon conversion of the Debentures. The Company will thereafter use its commercially reasonable efforts to have such registration statement declared effective by the SEC within one hundred eighty (180) days from the date hereof. For purposes hereof, the Company will be deemed to be using its "commercially reasonable efforts", provided it fully and appropriately responds to all comments from the SEC within ten (10) business days of receipt thereof without any undue hardship or unreasonable expenses, and diligently continues to seek effectiveness of such registration statement. The Company shall take such action to have the Registration Statement declared effective by the SEC within three (3) business days following written confirmation from the SEC that it either will not review the Registration Statement or that it has no further comment on the Registration Statement. For the avoidance of any doubt, that the Company shall not be in breach of this Section 6.1 for any delay arising from (i) issues raised by the SEC relating to Rule 415 of the Securities Act, as amended, or to the structure of the sale and resale of the shares, (ii) information required from person or entities other than the Company, or (iii) issues resulting from or relating to acts or omissions of persons or entities other than the Company.

6.2Protection of Minority Rights. So long as either Debenture is outstanding or Regent or its affiliates shall continue to own at least 10% of the outstanding voting equity securities of the Company, then without the prior approval of Regent or its affiliates, as applicable, such approval not to be unreasonably withheld, the Company will not undertake any of the actions listed on Schedule 6.2 hereto.

6.3Financial Statements. The Company will deliver to Regent the following financial information: (i) audited annual financial statements within 90 days of the close of each fiscal year of the Company; (ii) unaudited monthly cash flow statements within 30 days after the end of each month; (iii) quarterly financial statements within 45 days, of the end of each fiscal quarter of the Company; (iv) a proposed budget for each fiscal year within 30 days prior to the beginning of each fiscal year of the Company; and (v) such other financial information as Regent may reasonably request.

7. Miscellaneous.

7.1Survival of Warranties. The representations, warranties and covenants of the Company and Regent contained herein or made pursuant to this Agreement (i) shall survive the execution and delivery of this Agreement and the Closing and shall not terminate and (ii) shall in no way be affected by any investigation of the subject matter thereof made by or on behalf of Regent.

7.2Successors and Assigns. Except as otherwise provided herein, the terms and conditions of this Agreement shall inure to the benefit of and be binding upon the respective successors and assigns of the parties. Nothing in this Agreement, express or implied, is intended to confer upon any party other than the parties hereto or their respective successors and assigns any rights, remedies, obligations, or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement.

7.3Governing Law. This Agreement shall be governed by and construed in accordance with the internal laws of the State of New York, without regard to conflict of laws rules.

7.4Counterparts; Facsimile. This Agreement may be executed and delivered by facsimile signature and in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

(12)

7.5Titles and Subtitles. The titles and subtitles used in this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement.

7.6Notices. All notices and other communications given or made pursuant to this Agreement shall be in writing and shall be deemed effectively given: (i) upon personal delivery to the party to be notified, (ii) when sent by confirmed electronic mail or facsimile if sent during normal business hours of the recipient, and if not so confirmed, then on the next business day,(iii) five (5) days after having been sent by registered or certified mail, return receipt requested, postage prepaid, or (iv) one (1) day after deposit with a nationally recognized overnight courier, specifying next day delivery, with written verification of receipt. All communications shall be sent to the respective parties at their address as set forth on the signature page, or to such e-mail address, facsimile number or address as subsequently modified by written notice given in accordance with this Section 6.6. If notice is given to Regent, a copy-shall also be sent to Johnson, Jones, Domblaser, Coffman & Shorb, P.C., Attn: Kenneth Domblaser, 15 West Sixth Street, Suite 2200, Bank of America Center, Tulsa, Oklahoma 74119 and if notice is given to the Company, a copy shall also be given to Benjamin A. Tan Esq., Sichenzia Ross Friedman Ference LLP, 61 Broadway, 32nd Floor, New York, NY 10006.

7.7Fees and Expenses. At the Closing, the Company shall pay up to $20,000 of the Regent Expenses, which shall consist of the reasonable fees and expenses of incurred by Regent in connection with this transaction, including the reasonable fees and expenses of Johnson, Jones, Domblaser, Coffman & Shorb, P.C., the counsel for Regent.

7.8Attorney's Fees. If any action at law or in equity (including arbitration) is necessary to enforce or interpret the terms of any of this Agreement or the Ancillary Agreements, the prevailing party shall be entitled to reasonable attorney's fees, costs and necessary disbursements in addition to any other relief to which such party may be entitled.

7.9Amendment. Except as expressly provided herein, neither this Agreement nor a term of this Agreement may be amended, waived discharged or terminated other than by a written instrument signed by the party against whom enforcement of any such amendment, waiver, discharge or termination is sought. Any such amendment, waiver, discharge or termination effected in accordance with this Section 7.9 shall be binding upon each holder of any securities purchased under this Agreement at the time outstanding (including securities into which such securities have been converted or exchanged or for which such securities have been exercised), each future holder of all such securities and the Company.

7.10Severability. If any provision of this Agreement becomes or is declared by a court of competent jurisdiction (or arbitrator) to be illegal, unenforceable or void, the portions of such provision, or such provision in its entirety, to the extent necessary, shall be severed from this Agreement, and such court (arbitrator) will replace such illegal, void or unenforceable provision with a valid and enforceable provision that will achieve, to the extent possible, the same economic, business and other purposes of the illegal, void, or unenforceable provision. The balance of this Agreement shall be enforceable in accordance with its terms.

(13)

7.11Indemnification.

(a) The Company, without limitation as to time, assumes liability for and agrees to indemnify, defend and hold harmless Regent and its officers, managers/directors, members, employees, agents and affiliates (collectively, "Indemnified Persons") from and against, all losses, claims, damages, liabilities, obligations, fines, penalties, judgments, settlements, costs, expenses and disbursements (including reasonable attorneys' fees and expenses) (collectively, "Losses") (i) arising out of or related to any breach or inaccuracy of any representation or warranty of the Company contained in this Agreement, the Debentures, the Security Agreement or any other agreement executed in connection herewith or therewith (ii) any non-fulfillment or breach of any covenant or agreement of the Company contained in this Agreement, the Debentures, the Security Agreement or any other agreement executed in connection herewith or therewith, or (iii) incurred in connection with any suit, action, proceeding, claim, investigation, liability or obligation (an "Action or Proceeding") against the Company or any Indemnified Person arising out of or in connection with this Agreement and Ancillary Agreements, any other document or instrument executed pursuant hereto, or the transactions contemplated herein or therein, other than Losses resulting that are finally determined in such Action or Proceeding to be primarily and directly a result of (1) the gross negligence of such Indemnified Person, (2) the intentional misconduct or knowing violation of applicable law by such Indemnified Person, or (3) a transaction from which such Indemnified Person received an improper personal benefit. The Company agrees to reimburse each Indemnified Person promptly for all such Losses as they are incurred by such Indemnified Person. The obligations of the Company to each Indemnified Person under this Section 7.11 will be separate and distinct obligations and will survive any transfer of securities by Regent and the expiration or termination of this Agreement. The Company and Regent intend that the Indemnified Persons be indemnified from liability for their own negligence pursuant to this Section 7.11.

(b)If and to the extent any portion of this Section 7.11 is unenforceable for any reason, the Company agrees to make the maximum contribution to the payment and satisfaction of any Loss for which indemnification is not provided for in this Section 7.11.

(c)Any indemnification obligations pursuant to this Section 7.11 shall be paid by wire transfer, in immediately available funds, to an account designated in writing by the Indemnified Person within fifteen (15) days after the determination thereof. Any such indemnification payments shall include interest at ten percent (10%) per annum calculated on the basis of the actual number of days elapsed over 360, from the date any such Loss is suffered or sustained to the date of payment. The amount of any Loss for which indemnification is provided for in this Section 6.13 shall be net of any amounts actually recovered by the indemnifying party under insurance policies with respect to such Loss.

7.12Entire Agreement. This Agreement, the exhibits attached hereto and the Disclosure Schedule, and the other documents delivered pursuant to this Agreement, including but not limited to the Debentures constitute the full and entire understanding and agreement between the parties with respect to the subject matter hereof, and supersede all prior agreements and understandings, whether written or oral, relating to such subject written in any way, including that certain Term Sheet among the parties hereto, and no party shall be liable or bound to any other party in any manner by any warranties, representations or covenants except as specifically set forth herein or therein.

7.13Dispute Resolution. Any unresolved controversy or claim arising out of or relating to this Agreement, except as (i) otherwise provided in this Agreement, or (ii) any such controversies or claims arising out of either party's intellectual property rights for which a provisional remedy or equitable relief is sought, shall be submitted to arbitration by one arbitrator mutually agreed upon by the parties, and if no agreement can be reached within thirty (30) days after names of potential arbitrators have been proposed by the American Arbitration Association (the "AAA"), then by one arbitrator having reasonable experience in corporate finance transactions of the type provided for in this Agreement and who is chosen by the AAA. The arbitration shall take place in New York City, in accordance with the AAA rules then in effect, and judgment upon any award rendered in such arbitration will be binding and may be entered in any court having jurisdiction thereof. There shall be limited discovery prior to the arbitration hearing as follows: (a) exchange of witness lists and copies of documentary evidence and documents relating to or arising out of the issues to be arbitrated, (b) depositions of all party witnesses and (c) such other depositions as may be allowed by the arbitrators upon a showing of good cause. Depositions shall be conducted in accordance with the Oklahoma Code of Civil Procedure, the arbitrator shall be required to provide in writing to the parties the basis for the award or order of such arbitrator, and a court reporter shall record all hearings, with such record constituting the official transcript of such proceedings. The prevailing party shall be entitled to reasonable attorney's fees, costs, and necessary disbursements in addition to any other relief to which such party may be entitled. Each of the parties to this Agreement consents to personal jurisdiction for any equitable action sought in the U.S. District Court for the Southern District of New York.

(14)

7.14 No Commitment for Additional Financing. The Company acknowledges and agrees that other than as contemplated by this Agreement, the Debentures or the Security Agreement, Regent has not made any representation, undertaking, commitment or agreement to provide or assist the Company in obtaining any financing, investment or other assistance, other than the purchase of the Debentures and the provision of funds pursuant to the Debentures subject to the conditions set forth herein. In addition, the Company acknowledges and agrees that (i) no statements, whether written or oral, made by Regent or its representatives on or after the date of this Agreement shall create an obligation, commitment or agreement to provide or assist the Company in obtaining any financing or investment, (ii) the Company shall not rely on any such statement by Regent or its representatives and (iii) an obligation, commitment or agreement to provide or assist the Company in obtaining any financing or investment may only be created by a written agreement, signed by Regent and the Company, setting forth the terms and conditions of such financing or investment and stating that the parties intend for such writing to be a binding obligation or agreement. Regent shall have the right, in its sole and absolute discretion, to refuse or decline to participate in any other financing of or investment in the Company, and shall have no obligation to assist or cooperate with the Company in obtaining any financing, investment or other assistance.

IN WITNESS WHEREOF, the parties have executed this Convertible Debenture Purchase Agreement as of the date first written above.

Signatures appear on following page

(15)

	COMPANY
	VYCOR MEDICAL, INC.
/s/ Heather N. Jensen	By:	Kenneth Coveillo
Heather N. Jensen	Name:	Kenneth Coveillo
President	Title:	CEO

Address:

80 Orville Drive, Suite 100

Bohemia, New York 11716

REGENT

REGENT PRIVATE CAPITAL, LLC

By:	/s/ Lawrence Field
	Lawrence Field, Managing Director

Address:

152 West 57^th Street, 9^th Floor
New York, New York 10019

(16)

EXHIBIT A

FORM OF DEBENTURE

THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE, AND IS BEING OFFERED AND SOLD PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND SUCH LAWS. THIS SECURITY MAY NOT BE SOLD OR TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OR SUCH OTHER LAWS.

6% CONVERTIBLE DEBENTURE

No. 1 US$500,000       

VYCOR MEDICAL, INC.

SENIOR CONVERTIBLE DEBENTURE

DUE FEBRUARY 15, 2008

FOR VALUE RECEIVED, Vycor Medical, Inc. (the "Company") promises to pay to Regent Private Capital, LLC, or any other registered holder(s) hereof and its or their authorized successors and permitted assigns (" Holder"), the aggregate principal face amount of US$500,000 on or before February 15, 2009 ("Maturity Date"), together with interest thereon at six percent (6%) per annum. The Holder shall have the sole option to extend the Maturity Date for a period of six months. Accrued interest shall be paid to the person in whose name this Debenture is registered on the records of the Company regarding registration and transfers of the Debenture ("Debenture Register"); provided, however, that the Company's obligation to a transferee of this Debenture arises only if such transfer, sale or other disposition is made in accordance with the terms hereof and duly entered in the Debenture Register. The principal amount of this Debenture is payable at the address last appearing on the Debenture Register of the Company as designated in writing by the Holder hereof from time to time. The Holder's address initially provided to the Company is as set forth in Section 16(b) below. The Company may, at its option, elect to pay accrued interest under this Debenture, by issuing to the Holder shares of common stock in the Company with a value equal to such accrued interest. In such event, the value of the common stock issued in lieu of payment of accrued interest will be mutually agreed upon by the Company and the Holder prior to the Company having the right to make payment in such fashion. The Company will pay the outstanding principal and accrued interest due upon this Debenture before or on the Maturity Date, less any amounts required by law to be deducted or withheld, to the Holder of this Debenture by check if paid more than 10 days prior to the Maturity Date or by wire transfer and addressed to such Holder at the last address appearing on the Debenture Register. The forwarding of such check or wire transfer shall constitute a payment of outstanding principal hereunder and shall satisfy and discharge the liability for principal on this Debenture to the extent of the sum represented by such check or wire transfer.

1

This Debenture is one of a series of two Convertible Debentures, each in the original principal amount of $500,000, to be issued pursuant to the Convertible Debenture Purchase Agreement dated February 15, 2008 ("Purchase Agreement"), and secured pursuant to the terms of a Security Agreement of even date with the Purchase Agreement ("Security Agreement").

This Debenture is subject to the following additional provisions:

1.Issuance.The Debenture may be exchanged for an equal aggregate principal amount of Debentures of different authorized denominations, as requested by the Holders surrendering the same, but not less than U.S. $50,000 each. No service charge will be made for such registration or transfer or exchange, except that Holder shall pay any tax or other governmental charges payable in connection therewith. The Company shall be entitled to withhold from all payments any amounts required to be withheld under the applicable laws.

2.Loss, Theft, Destruction of Debenture. Upon receipt of evidence satisfactory to the Company of the loss, theft, destruction or mutilation of this Debenture and, in the case of any such loss, theft or destruction, upon receipt of indemnity or security reasonably satisfactory to the Company, or, in the case of any such mutilation, upon surrender and cancellation of this Debenture, the Company shall make, issue and deliver, in lieu of such lost, stolen, destroyed or mutilated Debenture, a new Debenture of like tenor and unpaid principal amount dated as of the date hereof (which shall accrue interest from the most recent interest payment date on which an interest payment was made in full).

3.Transfer.This Debenture may be transferred or exchanged only in compliance with the Securities Act of 1933, as amended (the "Act") and applicable state securities laws. Prior to due presentment for transfer of this Debenture, the Company and any agent of the Company may treat the person in whose name this Debenture is duly registered on the Company's Debenture Register as the Holder hereof for all other purposes, whether or not this Debenture be overdue, and neither the Company nor any such agent shall be affected or bound by notice to the contrary. Any Holder of this Debenture, electing to exercise the right of conversion set forth in Section 4(a) hereof, in addition to the requirements set forth in Section 4(a), and any prospective transferee of this Debenture, are also required to give the Company written confirmation that the Debenture is being converted ("Notice of Conversion") in the form annexed hereto as Exhibit I. The date of receipt (including receipt by telecopy) of such Notice of Conversion shall be the Conversion Date.

2

4.ConversionThe Holder is entitled, at its option, to convert all or any amount of the principal face amount of this Debenture then outstanding into shares of common stock of the Company at a Conversion Price of $.01230 per share, subject to adjustment as provided herein. If the number of resultant Conversion Shares would as a matter of law or pursuant to regulatory authority require the Company to seek member approval of such issuance, the Company has, prior to the issuance hereof, taken the necessary steps to obtain such approval. Such conversion shall be effectuated, by the Company delivering the Conversion Shares to the Holder within 30 days of receipt by the Company of the Notice of Conversion. Once the Holder has received such Conversion Shares, the Holder shall surrender the Debenture (or portion thereof) to be converted to the Company, executed by the Holder of this Debenture evidencing such Holder's intention to convert this Debenture or a specified portion hereof, and accompanied by proper assignment hereof in blank. If the Company shall fail to deliver the Conversion Shares to the Holder within such 30 day period, the Conversion Price shall be automatically reduced by twenty-five percent (25%), and shall be reduced an additional ten percent (10%) for each additional 30 day period (or portion thereof) thereafter. In the event of a partial conversion of the Debenture, the Company will immediately issue a replacement Debenture covering the unconverted portion.

To the fullest extent permitted by law, the Holder shall be entitled to exercise its conversion privilege notwithstanding the commencement of any case under the Bankruptcy Code. In the event the Company is a debtor under the Bankruptcy Code, the Company hereby waives to the fullest extent permitted any rights to relief it may have under 11 U.S.C. § 362 in respect of the Holder's conversion privilege. The Company hereby waives to the fullest extent permitted any rights to relief it may have under 11 U.S.C. § 362 in respect of the conversion of this Debenture. The Company agrees, without cost or expense to the Holder, to take or consent to any and all action necessary to effectuate relief under 11 U.S.C. § 362.

No fractional shares or scrip representing fractional shares shall be delivered upon conversion of this Debenture. Instead of any fractional Conversion Shares which otherwise would be delivered upon conversion of this Debenture, the Company shall pay a cash adjustment in respect of such fraction in an amount equal to the same fraction multiplied by the Conversion Price on the date of Conversion. No cash payment of less than $1.00 shall be required to be given unless specifically requested by the Holder.

5.Priority; Security.The obligation evidenced by this Debenture shall be senior to all other obligations of the Company other than obligations specifically approved by the Holder; provided that the obligation evidenced by this Debenture shall be of equal priority for all purposes with that certain Bridge Loan Debenture dated June 21, 2007, in the original principal amount of $172,500 held by Fountainhead Capital Partners Limited (the "FCP Debenture"). The obligation evidenced by this Debenture is secured by a first priority security interest (and equal in priority to the first priority security interest securing the FCP Debenture), in all of the assets of the Company other than liens specifically approved by the Holder. As a condition to funding this Debenture, the Holder has the right to require the holder of the FCP Debenture to execute an intracreditor or similar written agreement pursuant to which such holder acknowledges that the security interests of such holder and the Holder hereunder shall be equal, and in the event of a default under either the FCP Debenture or this Debenture, such debenture holders, as secured parties, will share, pari passu, with respect to the proceeds from any foreclosure of collateral securing such indebtedness.

6.Anti-dilution Adjustments. The number of shares issuable upon conversion of this Debenture and the Conversion Price shall be subject to adjustment as follows:

3

(a)In case the Company shall (i) pay a dividend or make a distribution on its common stock in additional shares or other securities, (ii) subdivide its outstanding common stock into a greater number of shares, (iii) combine its outstanding shares into a smaller number of shares or (iv) issue, by reclassification of its shares, any other securities of the Company (including any such reclassification in connection with a consolidation or merger in which the Company is the continuing entity), the number of share issuable upon conversion of this Debenture immediately prior thereto shall be adjusted so that the Holder shall be entitled to receive the kind and number of Conversion Shares, and other securities of the Company which such Holder would have owned or would have been entitled to receive immediately after the happening of any of the events described above, had the Debenture been converted immediately prior to the happening of such event or any record date with respect thereto. Any adjustment made pursuant to this subsection 6(a) shall become effective immediately after the effective date of such event.

(b)In case the Company shall issue rights, options, warrants or convertible securities to holders of its shares, for no consideration, containing the right to subscribe for or purchase shares of common stock, the number of Conversion Shares thereafter issuable upon the conversion of this Debenture shall be determined by multiplying the number of Conversion Shares theretofore issuable upon conversion of this Debenture by a fraction, of which the numerator shall be the number of shares outstanding immediately prior to the issuance of such rights, options, warrants or convertible securities plus the number of additional shares offered for subscription or purchase, and of which the denominator shall be the number of shares outstanding immediately prior to the issuance of such rights, options, warrants or convertible securities. Such adjustment shall be made whenever such rights, options, warrants or convertible securities are issued, and shall become effective immediately upon issuance of such rights, options, warrants or convertible securities. In the event of such adjustment, corresponding adjustments shall be made to the Conversion Price.

(c)In case the Company shall distribute to holders of its common shares evidences of its indebtedness or assets (excluding cash dividends or distributions out of current earnings made in the ordinary course of business consistent with past practices), then in each case the number of Conversion Shares thereafter issuable upon the conversion of this Debenture shall be determined by multiplying the number of Conversion Shares theretofore issuable upon conversion of this Debenture by a fraction, of which the numerator shall be the then Market Price (as defined below) on the date of such distribution, and of which the denominator shall be such Market Price on such date minus the then fair value (determined as provided in subsection 6(f) below) of the portion of the assets or evidences of indebtedness so distributed applicable to one share. Such adjustment shall be made whenever any such distribution is made and shall become effective on the date of distribution. In the event of any such adjustment, the number of Conversion Shares shall also be adjusted and shall be that number determined by multiplying the number of shares issuable upon exercise before the adjustment by a fraction, the numerator of which shall be the Conversion Price in effect immediately before the adjustment and the denominator of which shall be the Conversion Price as so adjusted.

4

(d) If the Company shall at any time while this Debenture is outstanding issue shares (including additional shares deemed to be issued upon conversion of any convertible security, but excluding shares issued as a dividend or distribution or upon a stock split or combination which is otherwise provided for in Section 6(a) above, or upon the issuance of options or warrants for no consideration which is otherwise provided for in Section 6(b) above) either without consideration, or for a consideration per share less than the Conversion Price in effect on the date of and immediately prior to such issue, then and in such event, the Conversion Price shall be reduced by a full ratchet anti-dilution adjustment to such lesser price (calculated to the nearest cent).

For purposes of this Section 6(d), the consideration received by the Company for the issue of any additional shares shall be computed as follows:

(A)Cash and Property. Such consideration shall:

(1)insofar as it consists of cash, be computed at the aggregate of cash received by the Company, excluding amounts paid or payable for accrued interest or accrued dividends;

(2)insofar as it consists of property other than cash, be computed at the fair market value thereof at the time of such issue, as determined in good faith by the Company's managers or governing board; and

(3)in the event additional shares are issued together with other securities or other assets of the Company for consideration which covers both, be the proportion of such consideration so received, computed as provided in clauses (1) and (2) above, as determined in good faith by the Company's board of directors.

(B)Options, Rights and Convertible Securities. The consideration per unit received by the Company for additional shares deemed to have been issued pursuant to options, warrants, rights or other convertible securities (other than when issued for no consideration as provided for in Section 6(a) above), shall be determined by dividing

(1)the total amount, if any, received or receivable by the Company as consideration for the issue of such options, rights, warrants or other convertible securities, plus the minimum aggregate amount of additional consideration (as set forth in the instruments relating thereto, without regard to any provision contained therein for a subsequent adjustment of such consideration) payable to the Company upon the exercise of such options, rights, warrants or the conversion or exchange of such convertible securities, by

(2)the maximum number of shares (as set forth in the instruments relating thereto, without regard to any provision contained therein for a subsequent adjustment of such number) issuable upon the exercise of such options, rights, warrants or the conversion or exchange of such convertible securities.

5

(e)Whenever the number of Conversion Shares issuable upon the conversion of this Debenture is adjusted as provided in this Section 6, the Conversion Price shall be adjusted by multiplying such Conversion Price immediately prior to such adjustment by a fraction, the numerator of which shall be the number of Conversion Shares issuable upon the conversion of this Debenture immediately prior to such adjustment, and the denominator of which shall be the number of Conversion Shares issuable immediately thereafter.

(f)For the purpose of this Section 6, the term "shares" shall mean (i) the common stock of the Company at the time of conversion, on a fully diluted basis. In the event that at any time, as a result of an adjustment made pursuant to this Section 6, a Debenture holder shall be entitled to convert such Debenture into any securities of the Company other than common stock, (i) if the Debenture holder's right to convert is on any other basis than that available to all holders of the Company's common stock, the Company shall obtain an opinion of a reputable investment banking firm valuing such other securities and (ii) thereafter the number of such other securities so purchasable upon conversion of a Debenture and the Conversion Price of such securities shall be subject to adjustment from time to time in a manner and on terms as nearly equivalent as practicable to the provisions with respect to the shares contained in this Section 6.

(g)Upon the expiration of any rights, options, warrants or conversion privileges, if such shall not have been exercised, the number of Conversion Shares issuable upon conversion of the Debenture and the Conversion Price, to the extent the Debenture has not then been converted, shall, upon such expiration, be readjusted and shall thereafter be such number and such price as they would have been had they been originally adjusted (or had the original adjustment not been required, as the case may be) on the basis of (A) the fact that the only shares issued in respect of such rights, options, warrants or conversion privileges were the shares, if any, actually issued or sold upon the exercise of such rights, options, warrants or conversion privileges, and (B) the fact that such shares, if any, were issued or sold for the consideration actually received by the Company upon such exercise plus the consideration, if any, actually received by the Company for the issuance, sale or grant of all such rights, options, warrants or conversion privileges whether or not exercised; provided, however, that no such readjustment shall have the effect of decreasing the numbers of Conversion Shares issuable upon conversion of the Debenture or increasing the Conversion Price by an amount in excess of the amount of the adjustment made in respect of the issuance, sale or grant of such rights, options, warrants or conversion privileges.

(h)Upon any adjustment of the Conversion Price and the number of Conversion Shares issuable upon conversion of the Debenture, then and in each such case, the Company shall give written notice thereof, by first-class mail, postage prepaid, addressed to the Holder as shown on the books of the Company, which notice shall state the Conversion Price resulting from such adjustment and the increase or decrease, if any, in the number of shares issuable at such price upon the conversion of the Debenture, setting forth in reasonable detail the method of calculation and the facts upon which such calculation is based.

6

7.Merger, Reorganization or Consolidation. In any case in which a transaction would result in a complete liquidation of the Company or a merger, reorganization, or consolidation of the Company with any other unrelated corporation or other entity in which the Company is not the surviving corporation or the Company becomes a wholly-owned subsidiary of another unrelated corporation or other entity (all such transactions being referred to herein as a "Reorganization"), the surviving corporation or other entity shall be required to assume the Debenture or to issue a substitute Debenture in place thereof which substitute Debenture shall provide for terms at least as favorable to the Holder as contained in this Debenture and shall provide the Holder the right to acquire the kind and amount of common stock and other securities and property which the Holder would have owned or been entitled to receive had the Debenture been converted immediately prior to such Reorganization.

8.No Impairment.No provision of this Debenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of this Debenture at the time, place, and rate, and in the form, herein prescribed.

9.Waiver of Demand/Presentment.The Company hereby expressly waives demand and presentment for payment, notice of non-payment, protest, notice of protest, notice of dishonor, notice of acceleration or intent to accelerate, and diligence in taking any action to collect amounts called for hereunder and shall be directly and primarily liable for the payment of all sums owing and to be owing hereto.

10.Cost and Fees.The Company agrees to pay all costs and expenses, including reasonable attorneys' fees, which may be incurred by the Holder in collecting any amount due under this Debenture.

11.Events of Default.If one or more of the following described "Events of Default" shall occur and continue for 30 days, unless a different time frame is noted below:

(a)The Company shall default in the payment of principal or interest on this Debenture, and such failure shall continue for a period of five (5) days; or

(b)The Company shall fail to perform or observe, in any material respect, any other covenant, term, provision, condition, agreement or obligation of the Company under this Debenture and such failure shall continue uncured for a period of thirty (30) days after notice from the Holder of such failure; or

(c)The Company shall (1) become insolvent; (2) admit in writing its inability to pay its debts generally as they mature; (3) make an assignment for the benefit of creditors or commence proceedings for its dissolution; (4) apply for or consent to the appointment of a trustee, liquidator or receiver for its or for a substantial part of its property or business; (5) file a petition for bankruptcy relief, consent to the filing of such petition or have filed against it an involuntary petition for bankruptcy relief, all under federal or state laws as applicable; or

7

(d)A trustee, liquidator or receiver shall be appointed for the Company or for a substantial part of its property or business without its consent and shall not be discharged within thirty (30) days after such appointment; or

(e)Any governmental agency or any court of competent jurisdiction at the instance of any governmental agency shall assume custody or control of the whole or any substantial portion of the properties or assets of the Company; or

(f)Any money judgment, writ or warrant of attachment, or similar process, in excess of One Hundred Thousand ($100,000) Dollars in the aggregate shall be entered or filed against the Company or any of its properties or other assets and shall remain unpaid, unvacated, unbonded or unstayed for a period of fifteen (15) days or in any event later than five (5) days prior to the date of any proposed sale thereunder; or

(g)Bankruptcy, reorganization, insolvency or liquidation proceedings, or other proceedings for relief under any bankruptcy law or any law for the relief of debtors shall be instituted voluntarily by or involuntarily against the Company; or

(h)The Company shall not deliver to the Holder the shares pursuant to paragraph 4 herein within 30 days of receipt of Notice of Conversion; or

(i)any of the representations or warranties made by the Company herein, in the Purchase Agreement or the Security Agreement or in any certificate or financial or other written statements heretofore or hereafter furnished by or on behalf of the Company in connection with the execution and delivery of this Debenture, the Purchase Agreement or the Security Agreement shall be false or misleading in a material respect on the Closing Date; or

(j) the Company shall fail in any one of the following respects: (A) to file, within sixty (60) days from the date hereof, a registration statement on Form S-l or SB-2,(or other applicable form ("Registration Statement"), with the Securities and Exchange Commission ("SEC"), which Registration Statement shall register for sale all Conversion Shares which may be issuable upon conversion of this Debenture; (B) to use its commercially reasonable efforts to have such Registration Statement declared effective by the SEC within one hundred eighty (180) days from the date hereof (and for purposes hereof, the Company will be deemed to be using its "commercially reasonable efforts" without any undue hardship or unreasonable expenses, provided it fully and appropriately responds to all comments from the SEC within ten (10) business days of receipt thereof, and diligently continues to seek effectiveness of such registration statement); or (C) to take such action to have the Registration Statement declared effective by the SEC within three (3) business days following written confirmation from the SEC that it either will not review the Registration Statement or that it has no further comment on the Registration Statement; or

(k) If the Company is then a "reporting company" it shall fail to make the required filings or statements with the Securities Exchange Commission by the appropriate deadlines.

8

Then, or at any time thereafter, unless cured, and in each and every such case, unless such Event of Default shall have been waived in writing by the Holder (which waiver shall not be deemed to be a waiver of any subsequent default) at the option of the Holder and in the Holder's sole discretion, the Holder may consider this Debenture immediately due and payable, without presentment, demand, protest or (further) notice of any kind (other than notice of acceleration), all of which are hereby expressly waived, anything herein or in any note or other instruments contained to the contrary notwithstanding, and the Holder may immediately, and without expiration of any period of grace, enforce any and all of the Holder's rights and remedies provided herein or any other rights or remedies afforded by law. Upon an Event of Default, interest shall accrue on all amounts outstanding under this Debenture at the rate of 12% per annum, until such Event of Default is cured or the principal and all accrued interest under this Debenture is paid in full.

12.Priority. This Debenture represents a prioritized obligation of the Company. However, no recourse shall be had for the payment of the principal of this Debenture, or for any claim based hereon, or otherwise in respect hereof, against any incorporator, unitholder, officer or director, as such, past, present or future, of the Company or any successor corporation, whether by virtue of any constitution, statute or rule of law, or by the enforcement of any assessment or penalty or otherwise, all such liability being by the acceptance hereof and as part of the consideration for the issue hereof, expressly waived and released.

13.Severability.In case any provision of this Debenture is held by a court of competent jurisdiction to be excessive in scope or otherwise invalid or unenforceable, such provision shall be adjusted rather than voided, if possible, so that it is enforceable to the maximum extent possible, and the validity and enforceability of the remaining provisions of this Debenture will not in any way be affected or impaired thereby.

14.Entire Agreement. This Debenture, the Purchase Agreement, the Security Agreement and the agreements referred to in this Debenture constitute the full and entire understanding and agreement between the Company and the Holder with respect to the subject hereof. Neither this Debenture nor any term hereof may be amended, waived, discharged or terminated other than by a written instrument signed by the Company and the Holder.

15.Governing Law.This Debenture shall be governed by and construed in accordance with the laws of New York applicable to contracts made and wholly to be performed within the State of New York and shall be binding upon the successors and assigns of each party hereto. The Holder and the Company hereby mutually waive trial by jury and consent to exclusive jurisdiction and venue in the courts of the State of New York. At Holder's election, any dispute between the parties may be arbitrated rather than litigated in the courts, before the American Arbitration Association in New York City and pursuant to its rules. Upon demand made by the Holder to the Company, the Company agrees to submit to and participate in such arbitration. This Agreement may be executed in counterparts, and the facsimile transmission of an executed counterpart to this Agreement shall be effective as an original.

9

16. Miscellaneous.

(a)Notice of Certain Events. In the case of the occurrence of a Reorganization described in Section 7 of this Debenture, the Company shall cause to be mailed to the Holder of this Debenture at its last address as it appears in the Company's security registry, at least twenty (20) days prior to the applicable record, effective or expiration date hereinafter specified (or, if such twenty (20) days' notice is not possible, at the earliest possible date prior to any such record, effective or expiration date), a notice thereof, including, if applicable, a statement of the date on which such Reorganization is expected to become effective, and the date as of which it is expected that holders of record of the shares will be entitled to exchange their shares for securities, cash or other property deliverable upon such Reorganization.

(b)Transmittal of Notices. Except as may be otherwise provided herein, any notice or other communication or delivery required or permitted hereunder shall be in writing and shall be delivered personally, or sent by telecopier machine or by a nationally recognized overnight courier service, and shall be deemed given when so delivered personally, or by telecopier machine or overnight courier service as follows:

(1)      If to the Holder, to:

Regent Private Capital, LLC
152 West 57^th Street, 9^th Floor
New York, New York 10019
Telephone: 212-792-5304
Facsimile: 646-278-9699

With a copy to:

Kenneth E. Dornblaser, Esq.

Johnson, Jones, Dornblaser, Coffman & Shorb

15 W. Sixth Street, Suite 2200

Tulsa, Oklahoma 74119

Telephone: 918-584-6644

Facsimile: 918-584-6645

(2)      If to the Holder, to:

Vycor Medical, Inc.

80 Orville Drive, Suite 100

Bohemia, New York 11716

Telephone: 631-244-1435

Facsimile: 631-244-1436

10

With a copy to:

Benjamin A. Tan Esq.

Sichenzia Ross Friedman Ference LLP

61 Broadway, 32nd Floor

New York, NY 10006

Phone 212-930-9700

Fax 212-930-9725

Each of the Holder or the Company may change the foregoing address by notice given pursuant to this Section 16(b).

(c) Attorneys' Fees. Should any party hereto employ an attorney for the purpose of enforcing or construing this Debenture, or any judgment based on this Debenture, in any legal proceeding whatsoever, including insolvency, bankruptcy, arbitration, declaratory relief or other litigation, the prevailing party shall be entitled to receive from the other party or parties thereto reimbursement for all reasonable attorneys' fees and all reasonable costs, including but not limited to service of process, filing fees, court and court reporter costs, investigative costs, expert witness fees, and the cost of any bonds, whether taxable or not, and that such reimbursement shall be included in any judgment or final order issued in that proceeding. The "prevailing party" means the party determined by the court to most nearly prevail and not necessarily the one in whose favor a judgment is rendered.

IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed by an officer thereunto duly authorized.

Dated: ______________, 2008

VYCOR MEDICAL, INC.

By:

Name: 

Title:

11

EXHIBIT I

NOTICE OF CONVERSION

(To be executed by the Registered Holder in order to Convert the Debenture)

The undersigned hereby irrevocably elects to convert $_________of the above Debenture No. _________into shares of common stock of Vycor Medical, Inc. according to the conditions set forth in such Debenture, as of the date written below. If shares are to be issued in the name of a person other than the undersigned, the undersigned will pay all transfer and other taxes and charges payable with respect thereto.

Date of Conversion

Applicable Conversion Price

Signature

[Print Name of Holder and Title of Signer]

Address:

SSN or EIN:

Shares are to be registered in the following name:

Name:

Address:

Tel:

Fax:

SSN or EIN:

Shares are to be sent or delivered to the following account:

Account Name:

Address:

12

EXHIBIT B

FORM OF SECURITY AGREEMENT

SECURITY AGREEMENT

For valuable consideration, the receipt and sufficiency of which are acknowledged, VYCOR MEDICAL, INC., ("Pledgor"), enters into this Security Agreement ("Agreement") and grants to REGENT PRIVATE CAPITAL, LLC ("Secured Party") a security interest in the Collateral to secure the Obligations of Pledgor to Secured Party. Pledgor agrees with Secured Party as follows:

ARTICLE I - SECURITY INTEREST

1.01Pledge of Collateral. Pledgor grants to Secured Party a security interest in, and agrees and acknowledges that Secured Party has and shall continue to have a security interest in, the following described property, to-wit:

All inventory of Pledgor, now owned, and all accessories, parts and equipment now or hereafter attached thereto or used in connection therewith;

All accounts of Pledgor, including contract rights and accounts receivable, now existing or hereafter arising;

All general intangibles of Pledgor, now existing or hereafter arising;

All instruments, documents of title, policies and certificates of insurance, securities, chattel paper, deposits, cash or other property owned by Pledgor or in which Pledgor has an interest which are now or may hereafter be in possession of Secured Party;

All equipment of Pledgor, now owned;

All proceeds and products of the foregoing; and

All inventory, accounts, general intangibles, equipment, chattel paper, securities and instruments acquired with the proceeds of the foregoing and products of the foregoing.

(collectively the "Collateral"). Pledgor agrees to execute all stock powers, endorse instruments, or execute additional pledge agreements or other documents required by the Secured Party in order to effectively grant to Secured Party the security interest in the Collateral.

1.02Obligations Secured. The Collateral secures the payment of all debts, obligations and liabilities of every kind and character of Pledgor now or hereafter existing in favor of Secured Party ("Obligations"), including, but not limited to, all amounts that may be outstanding with respect to two essentially identical Convertible Debentures, each in the original principal amount of $500,000 issued or to be issued by Pledgor to Secured Party (the "Debentures"), and all Pledgor's representations, warranties, covenants and obligations set forth in that certain Debenture Purchase Agreement of even date herewith between Pledgor and Secured Party ("Purchase Agreement").

1

ARTICLE II - WARRANTIES AND COVENANTS OF PLEDGOR

Pledgor warrants, covenants and agrees that:

2.01Title to Collateral. Pledgor is the owner of the Collateral, free of any adverse claim, security interest, restriction or encumbrance, except for the security interest granted hereby and as set forth in Section 2.02 below. Pledgor will defend the Collateral against all claims and demands of all persons at any time claiming the same or any interest therein.

2.02Priority; Security. The security interest in the Collateral shall be senior to all other obligations of the Pledgor other than obligations specifically approved by Secured Party; provided that the security interest in the Collateral evidenced by this Agreement shall be of equal priority for all purposes with that certain Bridge Loan Debenture dated December 14, 2006 (as amended, to extend the maturity date thereof), in the original principal amount of $172,500 held by Fountainhead Capital Partners Limited.

2.03Filings. Pledgor authorizes the Secured Party to file, in jurisdictions where this authorization will be given effect, a Financing Statement signed only by the Secured Party covering the Collateral; and at the request of Secured Party, Pledgor will join the Secured Party in executing one or more Financing Statements pursuant to the Uniform Commercial Code, in form satisfactory to the Secured Party, and will pay the cost of filing the same or filing or recording this Agreement in all public offices wherever filing or recording is reasonably necessary or desirable..

2.04Conveyance of Collateral. Pledgor will not sell or offer to sell or otherwise transfer or encumber the Collateral or any interest therein without the prior written consent of the Secured Party.

2.05Encumbrances. Pledgor will keep the Collateral free from any and all adverse liens, security interest and encumbrances.

2.06Expenses. Pledgor will pay to Secured Party all reasonable expenses including attorneys' fees and legal expenses, incurred or paid by Secured Party in exercising or protecting its interest in the Collateral, and its rights and remedies under this Agreement. Pledgor agrees to pay interest on preservation and collection expenses incurred by Secured Party at the maximum rate permitted by applicable law from the date of incurrence by Secured Party until the date paid by Pledgor.

2.07Representations as to Pledgor. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated herein will not conflict with or cause a material breach of any agreement, indebtedness, indenture or other instrument to which Pledgor is a party. There are no actions, suits or proceedings pending or threatened against Pledgor which, if adversely decided, would have a material adverse effect upon Pledgor.

ARTICLE III - GENERAL COVENANTS

3.01 Effect of Other Action. The security interest granted in this Agreement shall in no way be affected by any indulgence(s), extension(s), change(s) in the form, evidence, maturity, rate, amount or interest or otherwise of any of the Obligations secured hereby, nor shall any release of, or failure to perfect the security interest or lien in, any security for or of any of the parties liable for the payment of any of the Obligations, in any manner affect or impair this pledge, and the same shall continue in full force and effect in accordance with the terms until all of the Obligations have been paid to Secured Party.

2

3.02 Other Properties. Any and all securities and other properties of Pledgor heretofore, now or hereafter delivered to Secured Party, or in Secured Patty's possession, shall also secure all of the Obligations and shall be held and construed to be a part of the Collateral to the same extent as if fully described in this Agreement.

ARTICLE IV - EVENTS OF DEFAULT

It shall constitute an Event of Default under this Agreement upon the happening of any of the following events or conditions:

4.01Payment of Obligations. Default in the payment or performance of any liability or obligation of Pledgor to Secured Party, including not by way of limitation default in the payment of any of the Obligations when due, a default under the Debentures, or a default under the Purchase Agreement.

4.02Execution. The levy of any attachment, execution, garnishment or other process against Pledgor or any of the Collateral in connection with any tax lien, debt, judgment, assessment or obligation of Pledgor.

4.03Termination; Insolvency. Dissolution, termination of existence, insolvency or business failure of Pledgor or the initiation of any bankruptcy proceeding by, or the appointment of a receiver or other legal representative for any part of the property of Pledgor, or assignment for the benefit of creditors by Pledgor.

4.04Other Covenants. Default in the performance of any covenant or agreement of Pledgor to Secured Party whether under this Agreement or otherwise, or if any warranty or covenant in Article II or Article III of this Agreement is or shall become untrue in any material respect, or Pledgor fails to comply therewith in any material manner.

4.05Other Obligations. The occurrence of any event which under the terms of any evidence of indebtedness, indenture, loan agreement, security agreement or similar instrument permits the acceleration of maturity of any Obligations of Pledgor to Secured Party.

ARTICLE V - REMEDIES

5.01 Sale. In the event of the default in the payment or performance of any of the Obligations when due, or upon the happening of any of the Events of Default specified in this Agreement, and at any time thereafter, at the option of the Secured Party, any and all of the Obligations shall become due and payable and the Secured Party shall have and may exercise with reference to the Collateral any and all of the rights and remedies of a Secured Party under the Uniform Commercial Code then in effect in the State of New York and as otherwise granted in this Agreement or under any other applicable law or under any other loan document or agreement executed by Pledgor, (all of which rights and remedies shall be cumulative), including without limitation the right and power to sell, at public or private sale(s), or otherwise dispose of or utilize the Collateral and any part(s) of the Collateral in any manner authorized or permitted under this Agreement or under the Uniform Commercial Code after default under this Agreement, and to apply the proceeds thereof toward payment of any costs, attorneys' fees and legal expenses incurred by the Secured Party and toward payment of the Obligations. Except as expressly provided herein, and to the extent permitted by law, Pledgor waives any notice of sale or other disposition of the Collateral and any other rights or remedies of Pledgor or formalities prescribed by law relative to sale or disposition of the Collateral or exercise of any other right or remedy of Secured Party existing after default under this Agreement; and to the extent any notice is required and cannot be waived, Pledgor agrees that if such notice is mailed, postage prepaid, to Pledgor at the address of Pledgor according to the records of Secured Party at least 5 days before the time of the sale or disposition, the notice shall be deemed reasonable and shall fully satisfy any requirement for giving of notice.

3

5.02 Pledgor's Compliance with Laws. Pledgor agrees to cooperate fully with Secured Party in order to permit Secured Party to sell, at foreclosure or other private sale, the Collateral.

ARTICLE VI - MISCELLANEOUS

6.01Demand, Compromise. Secured Party may, at its option, when the Obligations become due, demand, sue for, collect or make any compromise or settlement it deems desirable with reference to the Collateral. The Secured Party shall not be obligated to take any steps necessary to preserve any rights in the Collateral against prior parties, which Pledgor hereby is assumed to do.

6.02No Implied Waiver. No delay or omission on the part of Secured Party in exercising any rights shall operate as a waiver of any right. A waiver on any one or more occasions shall not be construed as a bar to or waiver of any right or remedy on any future occasion.

6.03Usury. It is the intention of the Pledgor and Secured Party to comply with applicable usury law. It is agreed that notwithstanding any provision to the contrary in this Agreement, or in any of the documents evidencing the Obligations or otherwise relating thereto, no provision shall require the payment or permit the collection of interest in excess of the maximum amount permitted by controlling usury laws.

6.04Successors and Assigns. All rights of Secured Party hereunder shall inure to the benefit of its successors and assigns; and all obligations of Pledgor shall bind its successors and assigns.

6.05Remedies Cumulative. The rights and remedies of Secured Party hereunder are cumulative, and the exercise of any one or more of the remedies provided in this Agreement shall not be construed as a waiver of any of the other remedies of Secured Party.

6.06Termination. The security interest granted to Secured Party by this Agreement and all the terms and provisions of this Agreement shall be deemed a continuing security interest and shall continue in full force and effect, and all the terms and provisions of this Agreement shall remain effective among the parties, until (i) complete payment and satisfaction by Pledgor of all of the Obligations and (ii) the written release of the security interest created by this Agreement by Secured Party.

6.7Other Agreements. This Security Agreement and the security interest granted in this Agreement are in addition to, and not in substitution, novation or discharge of, any and all prior or contemporaneous security agreements and security interests in favor of Secured Party or assigned to Secured Party by others. All rights, powers and remedies of Secured Party in all security agreements are cumulative.

6.08Interpretation. Any provision of this Agreement found to be invalid under the laws of the State of Oklahoma, or any other state having jurisdiction or other applicable law, shall be invalid only with respect to the offending provision.

4

6.09Governing Law; Terms. This Agreement shall be governed by and construed in accordance with the laws of the State of New York. Unless otherwise defined herein, terms defined in Article 9 of the Uniform Commercial Code in the State of New York are used herein as therein defined.

6.10General Rules of Construction. The parties have participated jointly in negotiating and drafting this Agreement. If a question concerning intent or interpretations arises, no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of authorship.

6.11Captions. Captions in this Agreement are solely for the purposes of identification and shall not in any manner alter or vary the interpretation or construction of this Agreement.

AGREED AND EXECUTED effective February ____, 2008.

PLEDGOR:

VYCOR MEDICAL, INC.

By:

Name: 

Title:

SECURED PARTY:

REGENT PRIVATE CAPITAL, LLC

By: 

Name: Lawrence Field

Title: Managing Director

5

EXHIBIT C

DISCLOSURE SCHEDULE

DISCLOSURE SCHEDULE

Section 1.2

Below is a list of outstanding loans (applicable interest) that is authorized and scheduled for repayment out of proceeds from the issuance the Debentures

Lender/Payee	Principal Payable (excluding interest)		Date of Payment
Fountainhead Capital Partners	$	172,000		February, 2009
Optimus Services	$	50,000		April 30, 2008 (proposed date)
Optimus Services	$	50,00		June 30, 2008 (proposed date)
GC Advisors	$	17,000		June 30, 2008

Attached is a list of accounts payable, all of which are reflected in the attached budgets for 2008 and 2009, which will be paid during the period of February-June, 2008 as approved for payment as and when they come due.

	Payee		Amount
February, 2008		CT Corp.	$	1,122.00
		Hunton	$	9,697.90
		MediMark	$	1,750.00
		Online Ontime	$	848.45
		Robinson Brog	$	5,000.00
		Lacey	$	35,000.00
		TUV	$	700.00
		Lazer Aptheker	$	800.00
March, 2008		Lacey	$	39,000,00
		Robinson Brog	$	5,000.00
		TUV	$	5,000.00
		Intertek	$	1,019.08
April, 2008		Lacey	$	43,000.00
		Robinson Brog	$	5,000.00
		TUV	$	1,011.91
		Lazer Aptheker	$	167.32
May, 2008		Lacey	$	41,500.00
		Robinson Brog	$	3,500.00
June, 2008		Lacey	$	41,500.00
		Robinson Brog	$	2,500.00

The attached 2008 and 2009 monthly budget forecasts (which are identical to the 2008 and 2009 budgets previously provided and approved by Regent) are also hereby approved and any payments thereunder authorized.

Section 2.5(c)/Section 2.9

Below is a list of outstanding options, warrants, rights (including conversion or preemptive rights) or agreements for the purchase or acquisition from the Company of its securities, none of which has any anti-dilution rights or if there were, such rights have been waived in writing, and all obligations arising under such agreements will be subordinate to the obligations owed to Regent under this Agreement, in the event of a default hereunder or under the Debenture or Security Agreement:

(i) The outstanding Bridge Loan Debenture dated December 14, 2006 in the original principal amount of $172,500 with Fountainhead Capital Partners ("FCP"), may be converted into approximately 1,876,300 shares of common stock.

(ii) The Warrant to Purchase 50.22 Membership Units of the Company (now 805,931 shares of the Company's common stock) dated December 15, 2006 at $.0975 per share.

(iii) The investment opportunity granted under the Option Agreement with FCP dated December 14, 2006 granting an option to invest up to $1,850,000 within 3 years from December 14, 2006 in exchange for up to 5,182,012 shares of common stock and warrants to convert to 2,870,315 shares of common stock.

(iv) Dr. Ezriel E. Kornel entered into a consulting agreement with Company on January 10, 2006. Pursuant to the consulting agreement, in consideration for acting as our consultant, Dr. Kornel received options to acquire 240,720 shares of the Company's common stock at a price of $.25 per share. The term of the agreement is for three years.

(v) Dr. David Langer entered into an amended and restated consulting agreement with the Company on December 11, 2006. Pursuant to the agreement, Dr. Langer agreed to provide us certain consulting services, which include the role of our Chief Medical Advisor, assistance in the analysis, preparation, submission, publication and presentation of scientific data in relation to our research efforts ands ales and marketing efforts. In consideration of such consulting services, Dr. Langer received options to acquire 320,960 shares of the Company's common stock at a price of $.25 per share. The agreement will terminate April 15, 2009.

(vi) Dr. Donald O'Rourke entered into a consulting agreement with the Company on January 18, 2008. Pursuant to the consulting agreement, Dr. O'Rourke shall provide consulting or advisory services on an as needed basis, to guide us in making important strategic decisions and to evaluate our strategic plans and decisions, research and/or development activities and results, competitive positions and/or other scientific and/or technical issues. In consideration for providing such services, Dr. Or'Rourke was granted an option to purchase 50,000 shares of the Company's common stock at $.50 per share.

(vii) GC Advisors LLC is the holder of two warrants to purchase 192,576 shares of common stock of the Company each for an purchase price of $.135 per share. One warrant expires on January 9, 2009 and the other on January 9, 210.

(viii) George Kivotidis is a holder of a warrant to purchase up to 4,000 shares of the Company's common stock at $.50 per share. The warrant is valid from November 6, 2007 for a period of three years.

(ix) Martin Magida is a holder of a warrant to purchase up to 160,480 shares of the Company's common stock at $.24 per share. The warrant is valid from September 1, 2007 for a period of five years.

(x) Bob Guinta is a holder of a warrant to purchase up to 160,480 shares of the Company's common stock at $.24 per share. The warrant is valid from September 1, 2007 for a period of five years.

(xi) Each of Kenneth Coviello and Heather Jensen entered into a stock option agreement with the Company dated February 15, 2008. Pursuant to the said stock option agreements, each of Kenneth Coviello and Heather Jensen was granted an option to purchase 500,000 shares of common stock of the Company at an exercise price of $.135 per share. The option shall vest 33 1/3% on each of the first, second and third anniversary of the grant and shall expire February 12, 2018.

(xii) Guaranty dated November 17, 2005 between The Sawmill Trust and Heather Jensen as Guarantors and Kenneth Coviello, as Beneficiary, guaranteeing an advance of $30,000.

(xiii) Guaranty dated November 17, 2005 between the Sawmill Trust and Heather Jensen as Guarantors and Kenneth Coviello, as Beneficiary, guaranteeing an advance of $14,000.

Section 2.10

Please refer to the disclosures for Section 1.2, which is incorporated in its entirety herein.

Section 2.12

Below is a list of the Company's patents, trademarks, copyrights and domain names and pending patent, trademark and copyright applications.

Patent Applications

Filing date	Application No.	Country	Title	Status
22-Jun-2005	60/692,959	US - provisional	Surgical Access Instruments For Use With Spinal Or Orthopedic Surgery (Cervical)	Converted to PCT
22-Jun-2006	PCT/US06/ 24243	PCT	Surgical Access Instruments For Use With Spinal Or Orthopedic Surgery (Cervical)	Entered National Phase
22-Jun-2005	11/155,175	US - utility	Surgical Access Instruments for use with Delicate Tissues (Brain)	Pending
27-Nov-2006	PCT/US06/ 61246	PCT	Surgical Access Instruments for use with Delicate Tissues (Brain)	Pending -National Phase Entry on May 27, 2009
22-Jun-2006		Canada	Surgical Access Instruments for use with spinal or orthopedic surgery .	Pending
22-Jun-2006	06785312.7	Europe	Surgical Access Instruments for use with spinal or orthopedic surgery	Pending
22-Jun-2006		India	Surgical Access Instruments for use with spinal or orthopedic surgery	Pending
22-Jun-2006		Israel	Surgical Access Instruments for use with spinal or orthopedic surgery	Pending
22-Jun-2006		Japan	Surgical Access Instruments for use with spinal or orthopedic surgery.	Pending
20-Dec-2007	11/993,280	US	Surgical Access Instruments for use with spinal or orthopedic surgery	Pending

Trademarks

VYCOR MEDICAL and VYCOR SAFESITE are both pending with the USPTO. Before they are registered a Statement of Use needs to be filed.

Section 2.17

The Company has entered into the broker agreements listed below. All potential payments due under the listed broker agreements have been included in the 2008 and/or 2009 budgets attached hereto:

GC Advisors, LLC dated July 6, 2006, as amended and restated on September 20, 2006 and on November 27, 2006, which was terminated by email correspondence dated January 25,2008.

Fee Agreement with GC Advisors, LLC (d/b/a Oak Street Advisors and RES Holding dated November 16, 2006.

Engagement Letter with Murphy and Durieu dated September 11, 2007, which has been settled and released pursuant to a Settlement and Release of Claims dated November 12, 2007.

Financial Advisory Agreement with the Concordia Financial Group dated January 18, 2008.

Section 2.20

D&O Policy for Company with Philadelphia Insurance Companies, with a policy period from 6/5/07 to 6/5/08, policy no. PHS246271.

EXHIBIT D

FORM OF ASSIGNMENT OF RIGHTS

Assignment of Rights

Under Warrant and

Under Option Agreement

This Assignment ("Assignment") is made and entered into by and among Fountainhead Capital Partners Limited ("Assignor") and Regent Private Capital, LLC ("Assignee"), and, solely for the purpose of evidencing its consent to the assignments provided below, Vycor Medical, Inc. ("Vycor")

WHEREAS, Assignor is a party to (i) an Option Agreement with Vycor Medical, LLC, the predecessor in interest to Vycor, dated December 14, 2006 ("Option Agreement"), and (ii) a Warrant to Purchase Membership Units of Vycor Medical, LLC dated December 15, 2006 ("Warrant"), and

WHEREAS, in accordance with the agreement of Assignee to provide certain additional funds to Vycor pursuant to a Convertible Debenture Purchase Agreement ("Purchase Agreement") dated of even date herewith by and between Assignee and Vycor, one of the conditions to the closing of the funding contemplated thereby is the assignment by Assignor to Assignee of the contractual rights more fully described herein, and

WHEREAS, as a current investor in Vycor, Assignor will receive substantial benefit from the provision of additional funds by Assignee pursuant to the Purchase Agreement, and Assignor desires to convey to Assignee the contractual rights described herein;

NOW, THEREFORE, for and in consideration of the mutual covenants contained herein, and other valuable consideration, the receipt and sufficiency of which is hereby acknowledged and confessed, Assignor and Assignee hereby agree as follows:

1. Assignment. Effective as of the date hereof, Assignor hereby assigns and transfers to Assignee, and Assignee hereby acquires from Assignor, an undivided fifty percent (50%) interest in Assignor's right, title and interest in and to the Option Agreement and the Warrant.

By reason of this Assignment, Assignor is assigning to Assignee the rights under the Warrant to acquire fifty-percent (50%) of the underlying securities issuable upon exercise of the Warrant (originally, 50.22 units of limited liability company interest, now adjusted to reflect 805,931 shares of common stock as a result of the conversion of Vycor from a limited liability company to a corporation).

By reason of this Assignment, Assignor is assigning to Assignee an undivided fifty percent (50%) interest in its rights under the Option Agreement, pursuant to which Vycor has granted Assignor the rights to make future investments in Vycor in accordance with the terms thereof.

Assignor represents and warrants to Assignee that, apart from Assignor's rights under the Bridge Loan Debenture dated December 14, 2006 (as amended, to extend the maturity date thereof) in the original principal amount of $172,500, Assignor and the Security Agreement between Vycor and Assignor dated December 14, 2006, has no other rights to acquire any rights or interests in Vycor other than as contemplated in the Option Agreement and Warrant.

1

2.Consent of Vycor. By its execution of this Agreement in the space indicated below, Vycor hereby consents to the assignment evidenced hereby.

3.Substitute Documents. To avoid confusion in the future regarding the specific rights of Assignor and Assignee, Vycor further agrees to provide to each of Assignor and Assignee, upon proper transmittal by Assignor of the original Warrant and Option Agreement to Vycor, with separate Warrants and Option Agreements, containing the same terms and conditions, but otherwise reflecting the reduced (i.e. half) interest of each of Assignor and Assignee with respect to the rights that will be held by each subsequent to this Assignment.

4.Further Actions. Assignor covenants and agrees to warrant and defend the sale, transfer, assignment, conveyance, grant and delivery of the portion of its interest in the Warrant and the Option Agreement evidenced hereby against all persons whomsoever, to take all steps reasonably necessary to establish the record of Assignee's interest therein and, at the request of Assignee or Vycor, to execute and deliver further instruments of transfer and assignment and take such other action as Assignee or Vycor may reasonably request to more effectively transfer and assign to and vest in Assignee the interests intended to be conveyed hereby.

EXECUTED on this ____ day of February, 2008.

Signatures and Consent Appear on Following Page

2

ASSIGNOR:
Fountainhead Capital Partners Limited
By:
Name:
Title:
ASSIGNEE:
Regent Private Capital LLC
By:
Name:	Lawrence Field
Title:	Managing Director

 Any and all necessary consents to the assignment evidenced hereby are given as of the date set forth above. The undersigned officer has full authority and power to execute this Assignment on behalf of Vycor Medical, Inc.

VYCOR:

Vycor Medical, Inc.

By:

Name:

Title:

3

EXHIBIT E

FORM OF INTRACREDITOR CONFIRMATION AND AGREEMENT

INTRACREDITOR CONFIRMATION AND AGREEMENT

THIS INTRACREDITOR CONFIRMATION AND AGREEMENT ("Confirmation") is made and effective this ___ day of February, 2008, by and between Fountainhead Capital Partners Limited ("Fountainhead") and Regent Private Capital, LLC ("Regent")

WHEREAS, Fountainhead has previously made a certain investment of funds in Vycor Medical Inc. ("Vycor") as evidenced by (i) that certain Bridge Loan Debenture dated December 14, 2006 (as amended, to extend the maturity date thereof), in the original principal amount of $172,500 ("FCP Debenture"); (ii) that certain Warrant to Purchase 50.22 Membership Units of the Company (now 805,931 shares of the Company's common stock) dated December 15, 2006 (the "FCP Warrant"); and (iii) that certain Option Agreement with FCP dated December 14, 2006 ("FCP Option"); and,

WHEREAS, the FCP Debenture is secured by a security interest in certain collateral, in favor of Fountainhead created and granted by a Security Agreement between Vycor and Fountainhead dated December 14, 2006 ("Security Agreement"), and certain financing statements that may have been filed in connection therewith (collectively, with the Security Agreement, the "Security Documents"); and

WHEREAS, Fountainhead has agreed to make available to Vycor up to an additional $300,000, which amount will also be secured by the Security Agreement and the Security Documents; and,

WHEREAS, Regent has now agreed, pursuant to the terms of a certain Convertible Debenture Purchase Agreement dated of even date herewith ("Purchase Agreement") to provide an additional $1,000,000 of funding to Vycor, to be evidenced by two essentially identical Convertible Debentures each in the original principal amount of $500,000 ("Regent Debentures"); and

WHEREAS, to satisfy Regent's requirement that the Regent Debentures be secured by a first priority security interest in Vycor's assets, Fountainhead desires to confirm and evidence its agreement to subordinate the security interest in Vycor's assets from its existing first priority security interest, to a security interest equal to and pari passu with the security interest granted to Regent as a part of the transactions contemplated by the Purchase Agreement; and

NOW, THEREFORE, in consideration of the premises, the parties hereby agree, confirm and certifies as follows:

1.Liens of Fountainhead of Equal Priority with Regent Security Interest. Fountainhead hereby confirms that Fountainhead's security interests and liens in and upon the assets of Vycor granted pursuant to the Security Agreement or otherwise, are and shall hereafter be and remain of equal seniority and priority, and be treated for all purposes on a pari passu basis, with the security interests and liens in and upon the assets of Vycor granted to Regent pursuant to the transactions contemplated by the Purchase Agreement.

2.Liens of Regent of Equal Priority with Fountainhead's Security Interest. Regent hereby confirms that Regent's security interests and liens in and upon the assets of Vycor granted pursuant to the Purchase Agreement, the Regent Debentures and the Security Agreement between Regent and Vycor dated of even date with the first issued Regent Debenture or otherwise, are and shall hereafter be and remain of equal seniority and priority, and be treated for all purposes on a pari passu basis, with the security interests and liens in and upon the assets of Vycor granted to Fountainhead pursuant to the Security Agreement and the transactions contemplated by the FCP Debenture.

1

3.Remedies. Notwithstanding the confirmation regarding the priorities provided herein, nothing herein shall be deemed to affect the rights of either Fountainhead or Regent under their respective agreements with Vycor as such rights may relate to their abilities to declare a default by Vycor or seek remedies against Vycor for such default; provided that in such event, either Fountainhead or Regent, as the case may be, shall notify the other, at the address indicated next to their respective signatures, and in the event either such party forecloses on any collateral of Vycor and/or sells, leases, transfers, or otherwise disposes of any such collateral, all proceeds thereof (net of all reasonable expenses incurred in connection with the marshalling and sale of such collateral) shall be shared equally between Fountainhead and Regent.

4.Extent of Priorities. The priorities specified herein shall remain in full force and effect, regardless of whether either Fountainhead or Regent rescinds, amends, waives any provision of, terminates or reforms, by litigation or otherwise, any of the documents evidencing the respective advance of funds to Vycor. No delay or waiver on the part of either Fountainhead or Regent in exercising any right, power or privilege granted under any of their agreements with Vycor shall have any effect on the equal priorities specified herein.

5.Amendment of Financing Statements. If requested by Regent, Fountainhead agrees to file amended financing statements in each jurisdiction where a current financing statement perfecting its security interest in Vycor's assets is currently filed, to reflect the equal priorities of this Agreement.

6.Term. This Confirmation will be for a term beginning on the effective date hereof and continuing through the payment and performance in full of all of Vycor's obligations to each of Regent and Fountainhead.

7.Amendment. This Confirmation shall not be amended except in writing by Fountainhead and Regent.

8.Successors and Assigns. This Confirmation shall be binding the parties hereto and their respective successors and assigns.

IN WITNESS WHEREOF, this Confirmation has been duly authorized and executed by each party as of the date first above written.

Signatures on following page

2

REGENT
REGENT PRIVATE CAPITAL, LLC
By:
	Lawrence Field, Managing Director

Address:

152 West 57^th Street, 9^th Floor
New York, New York 10019

FOUNTAINHEAD

FOUNTAINHEAD CAPITAL PARTNERS

LIMITED

By:

Name:

Title:

Address: 

3

EXHIBIT F

FORM OF LOCKUP AGREEMENT

LOCK-UP AGREEMENT

February _____, 2008

Regent Private Capital, LLC

152 West 57^th Street, 9^th Floor

New York, New York 10019

Ladies and Gentlemen:

The undersigned understands that Regent Private Capital, LLC ("Regent") proposes to enter into a Convertible Debenture Purchase Agreement ("Purchase Agreement") with Vycor Medical, Inc. (the "Company") providing for the investment by Regent of $1,000,000 pursuant to two essentially identical $500,000 principal amount Convertible Debentures (the "Debentures").

In consideration of the agreement by Regent to make the investment in the Company evidenced by the Debentures, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees that he, she or it will not, directly or indirectly, sell, offer to sell, contract to sell, grant any option for the sale of, grant any security interest in, pledge, hypothecate, or otherwise sell or dispose of any of the common stock, or any options or warrants to purchase any common stock, or any securities convertible into or exchangeable for common stock, or any interest in such securities or rights, owned directly by the undersigned or with respect to which the undersigned has the power of disposition, in any such case whether now owned or hereafter acquired, other than (i) as a bona fide gift or gifts, provided that the undersigned provides prior written notice of such gift or gifts to Regent and the donee or donees thereof agree to be bound by the restrictions set forth herein, (ii) intra-family transfers or transfers for estate planning purposes, provided that the undersigned provides prior written notice of such transfer or bequest, and such transferee or beneficiary agrees to be bound by the terms hereof, (iii) in the sale or exchange of the undersigned's stock in connection with a merger of the Company with a third party, the sale of all or substantially all of the Company's assets to a third party or the sale or exchange of the undersigned's shares pursuant to a bona fide third party tender offer, any of which has been approved by Regent, (iv) with the prior written consent of Regent (which consent can be withheld in Regent's sole discretion), or (v) as otherwise allowed in accordance with the following schedule:

Period	Percent of Securities That May be Transferred
From Closing through the first anniversary of Closing		0	%
First anniversary of Closing to second anniversary of Closing		25	%
Second anniversary of Closing to third anniversary of Closing		25	%

Regent Private Capital, LLC

February ____, 2008

Page 2

After the third anniversary of the Closing, this Lock-Up Agreement and all restrictions on transfer imposed hereby shall terminate.

The undersigned also agrees and consents to the entry of stop transfer instructions with the Company's transfer agent and registrar against the transfer of any of the common stock held by the undersigned except in compliance with the foregoing restrictions. Regent may in its sole discretion without notice, release all or any portion of the securities subject to this Lock-Up Agreement or any similar agreement executed by any other security holder, and if Regent releases any securities of any other security holder, securities of the undersigned shall not by virtue thereof be entitled to a release from this Lock-Up Agreement.

In the event that the undersigned owns no common stock of the Company at the date hereof but prior to the termination of this Lock-Up Agreement has the right to acquire common stock of the Company pursuant to options or warrants, and if the undersigned exercises such options or warrants while this Lock-Up Agreement is effective, he, she or it agrees that the common stock purchased on such exercise of options or warrants will be subject to the terms of this Lock-Up Agreement for the remaining portion thereof, as if commenced on the date of Closing.

The undersigned understands that the Company and Regent will undertake the transactions contemplated by the Purchase Agreement in reliance upon this Lock-Up Agreement.

Very truly yours,

By: 

Print Name:

SCHEDULE 6.2

ACTIONS PROHIBITED WITHOUT MINORITY APPROVAL

SCHEDULE 6.2

ACTIONS PROHIBITED WITHOUT MINORITY APPROVAL

(a)Sell, exchange or otherwise transfer all or substantially all of the Company's assets.

(b)Cause the Company to merge or consolidate with or into another limited liability company, corporation, partnership, limited partnership or other entity.

(c)Issue any additional equity interests in the Company, except for equity issued pursuant to the conversion of the Debentures, the FCP Debenture, the FCP Option or the FCP Warrants, or otherwise cause an exchange, reclassification or cancellation of any equity securities of the Company, or change any rights, preferences or privileges or restructuring thereof, or the creation of a new class of securities which ranks senior to the existing common stock.

(d)Borrow money or otherwise obligate the Company on any form of indebtedness or guaranty in excess of $10,000 not in the ordinary course of business;

(e)Adopt, execute or accept any agreement on behalf of the Company which is not terminable at will and which over its normal course, would obligate the Company to make payments of cash and/or property having an aggregate value in excess of $100,000 other than in accordance with a budget approved by Regent.

(f)Enter into any transaction with an affiliate of any stockholder, member of the Board of Directors, or officer of the Company;

(g)As soon as reasonably practical the Company shall cause its Board of Directors to appoint a compensation committee which shall consist of a majority of independent directors (as defined in Rule 303A.02 of he New York Stock Exchange rules applicable to listed companies).

EX-10.3

EX-10.4

VYCOR MEDICAL, INC.

NOTICE OF GRANT OF

NON-QUALIFIED STOCK OPTION

Notice is hereby given of the following option grant (the "Option") to purchase shares of the Common Stock of Vycor Medical, Inc. (the "Company"):

Participant:	Heather N. Jensen
Grant Date:	February 13, 2008
Vesting Commencement Date:	February 13, 2009
Exercise Price:	$0.135 per share
Number of Option Shares:	500,000
Expiration Date:	February 12, 2018
Type of Option:	Non-Qualified Stock Option
Date Exercisable:	According to Vesting Schedule

Vesting Schedule: The Option Shares shall vest and become exercisable with respect to, 33 1/1% of the Option Shares on the first, second and third anniversaries of the Grant Date until fully vested and exercisable.

Participant agrees to be bound by the terms of the Option as set forth in the Non-Qualified Stock Option Agreement attached hereto as Exhibit A.

No Employment or Service Contract. Nothing in this Notice or in the attached Non-Qualified Stock Option Agreement shall confer upon Participant any right to continue in Service for any period of specific duration or interfere with or otherwise restrict in any way the rights of the Company (or any Parent or Subsidiary employing or retaining Participant) or of Participant, which rights are hereby expressly reserved by each, to terminate Participant's Service at any time for any reason, with or without cause.

Definitions. All capitalized terms in this Notice shall have the meaning assigned to them in this Notice or in the attached Employment Commencement Non-Qualified Stock Option Agreement.

February 13, 2008

VYCOR MEDICAL, INC.
By:	/s/ Kenneth Coviello
Title:	CEO

PARTICIPANT
Address:	88 The Helm
E. Islip, NY 11730

ATTACHMENT

Exhibit A –Non-Qualified Stock Option Agreement

Exhibit A

VYCOR MEDICAL, INC.

NON-QUALIFIED STOCK OPTION AGREEMENT

RECITALS

THIS NON-QUALIFIED STOCK OPTION AGREEMENT, is made by and between Vycor Medical, Inc., a Delaware corporation (the "Company"), and Heather N. Jensen (the "Participant").

WHEREAS, the Board has determined that it would be to the advantage and best interest of the Company and its stockholders to grant the Non-Qualified Stock Option provided for herein to Participant in connection with his initial commencement of employment with the Company and that such grant is an essential inducement to Participant's commencing employment with the Company.

WHEREAS, all capitalized terms in this Agreement shall have the meaning assigned to them as defined herein or in the attached Appendix.

NOW, THEREFORE, it is hereby agreed as follows:

1. Grant of Option The Company hereby grants to Participant, as of the Grant Date, an option to purchase up to the number of Option Shares specified in the Grant Notice. The Option Shares shall be purchasable from time to time during the option term specified in Paragraph 2 at the Exercise Price.

2. Option Term This option shall have a term of ten (10) years measured from the Grant Date and shall accordingly expire at the close of business on the Expiration Date, unless sooner terminated in accordance with Paragraph 5 or 6.

3. Limited Transferability This option shall be neither transferable nor assignable by Participant other than by will or by the laws of descent and distribution following Participant's death and may be exercised, during Participant's lifetime, only by Participant. This option may, in connection with the Participant's estate plan, be assigned in whole or in part during Participant's lifetime to one or more members of the Participant's family or to a trust established for the exclusive benefit of one or more such family members. The assigned portion shall be exercisable only by the person or persons who acquire a proprietary interest in the option pursuant to such assignment. The term applicable to the assigned portion shall be the same as those in effect for this option immediately prior to such assignment and shall be set forth in such documents issued to the assignee as the Committee may deem appropriate.

4. Dates of Exercise This option shall become exercisable for the Option Shares in one or more installments as specified in the Grant Notice. As the option becomes exercisable for such installments, those installments shall accumulate and the option shall remain exercisable for the accumulated installments until the Expiration Date.

5. Special Acceleration of Option.

(a) In the event of any Corporate Transaction or Change in Control, each outstanding option, which is not otherwise vested or remains subject to forfeiture shall automatically accelerate so that each such option shall, immediately prior to the Corporate Transaction or Change in Control become vested and exercisable with regard to one hundred percent (100%) of the shares of Common Stock which are at the time subject to such option and unvested and may be exercised for all or any portion of such shares as fully-vested shares of Common Stock, if applicable. Any options so accelerated shall remain exercisable for fully-vested shares, if applicable, until the expiration of their term.

(b) Immediately following the Corporate Transaction, this option, to the extent not previously exercised, shall terminate and cease to be outstanding, except to the extent assumed by the successor corporation (or parent thereof) in connection with the Corporate Transaction.

(c) If this option is assumed in connection with a Corporate Transaction, then this option shall be appropriately adjusted, immediately after such Corporate Transaction, to apply to the number and class of securities which would have been issuable to Participant in consummation of such Corporate Transaction had the option been exercised immediately prior to such Corporate Transaction, and appropriate adjustments shall also be made to the Exercise Price, provided the aggregate Exercise Price shall remain the same.

(d) This Agreement shall not in any way affect the right of the Company to adjust, reclassify, reorganize or otherwise change its capital or business structure or to merge, consolidate, dissolve, liquidate or sell or transfer all or any part of its business or assets.

6. Adjustment in Option Shares Should any change be made to the Common Stock by reason of any stock split, stock dividend, recapitalization, combination of shares, exchange of shares or other change affecting the outstanding Common Stock as a class without the Company's receipt of consideration, appropriate adjustments shall be made to (i) the total number and/or class of securities subject to this option and (ii) the Exercise Price in order to reflect such change and thereby preclude a dilution or enlargement of benefits hereunder.

7. Stockholder Rights The holder of this option shall not have any stockholder rights with respect to the Option Shares until such person shall have exercised the option, paid the Exercise Price and become a holder of record of the purchased shares.

8. Manner of Exercising Option

(a) In order to exercise this option with respect to all or any part of the Option Shares for which this option is at the time exercisable, Participant (or any other person or persons exercising the option) must take the following actions:

(i) Execute and deliver to the Company a Notice of Exercise for the Option Shares for which the option is exercised.

(ii) Pay the aggregate Exercise Price for the purchased shares in one or more of the following forms:

(A) cash or check made payable to the Company;

(B) a promissory note payable to the Company, but only to the extent authorized by the Committee in accordance with Paragraph 12;

(C) shares of Common Stock held by Participant (or any other person or persons exercising the option) for the requisite period necessary to avoid a charge to the Company's earnings for financial reporting purposes and valued at Fair Market Value on the Exercise Date; or

(D) through a special sale and remittance procedure pursuant to which Participant (or any other person or persons exercising the option) shall concurrently provide irrevocable written instructions (a) to a Company-designated brokerage firm to effect the immediate sale of the purchased shares and remit to the Company, out of the sale proceeds available on the settlement date, sufficient funds to cover the aggregate Exercise Price payable for the purchased shares plus all applicable Federal, state and local income and employment taxes required to be withheld by the Company by reason of such exercise and (b) to the Company to deliver the certificates for the purchased shares directly to such brokerage firm in order to complete the sale transaction. Except to the extent the sale and remittance procedure is utilized in connection with the option exercise, payment of the Exercise Price must accompany the Notice of Exercise delivered to the Company in connection with the option exercise.

(iii) Furnish to the Company appropriate documentation that the person or persons exercising the option (if other than Participant) have the right to exercise this option.

(iv) Make appropriate arrangements with the Company (or Subsidiary employing or retaining Participant) for the satisfaction of all Federal, state and local income and employment tax withholding requirements applicable to the option exercise.

(b) As soon as practical after the Exercise Date, the Company shall issue to or on behalf of Participant (or any other person or persons exercising this option) a certificate for the purchased Option Shares, with the appropriate legends affixed thereto.

(c) In no event may this option be exercised for any fractional shares.

9. Compliance with Laws and Regulations

(a) The exercise of this option and the issuance of the Option Shares upon such exercise shall be subject to compliance by the Company and Participant with all applicable requirements of law relating thereto and with all applicable regulations of any stock exchange (or the Nasdaq National Market, if applicable) on which the Common Stock may be listed for trading at the time of such exercise and issuance.

(b) The inability of the Company to obtain approval from any regulatory body having authority deemed by the Company to be necessary to the lawful issuance and sale of any Common Stock pursuant to this option shall relieve the Company of any liability with respect to the non-issuance or sale of the Common Stock as to which such approval shall not have been obtained. The Company, however, shall use its best efforts to obtain all such approvals.

10. Successors and Assigns Except to the extent otherwise provided in Paragraphs 3 and 6, the provisions of this Agreement shall inure to the benefit of, and be binding upon, the Company and its successors and assigns and Participant, Participant's assigns and the legal representatives, heirs and legatees of Participant's estate.

11. Notices Any notice required to be given or delivered to the Company under the terms of this Agreement shall be in writing and addressed to the Company at its principal corporate offices. Any notice required to be given or delivered to Participant shall be in writing and addressed to Participant at the address indicated below Participant's signature line on the Grant Notice. All notices shall be deemed effective upon personal delivery or upon deposit in the U.S. mail, postage prepaid and properly addressed to the party to be notified

12. Financing The Committee may, in its absolute discretion and without any obligation to do so, permit Participant to pay the Exercise Price for the purchased Option Shares by delivering a promissory note. The terms of any such promissory note (including the interest rate, the requirements for collateral and the terms of repayment) shall be established by the Committee in its sole discretion.

13 Construction This Agreement and the option evidenced hereby are made and granted pursuant to this Agreement and are in all respects limited by and subject to the terms of such Agreement. All decisions of the Committee with respect to any question or issue arising under this Agreement shall be conclusive and binding on all persons having an interest in this option.

14. Governing Law The interpretation, performance and enforcement of this Agreement shall be governed by the laws of the State of New York without resort to that State's conflict-of-laws rules.

EXHIBIT I

NOTICE OF EXERCISE

I hereby notify Vycor Medical, Inc. (the "Company") that I elect to purchase _____ shares of the Company's Common Stock (the "Purchased Shares") at the option exercise price of $_____ per share (the "Exercise Price") pursuant to that certain option (the "Option") granted to me on February 13, 2008.

Concurrently with the delivery of this Exercise Notice to the Company, I shall hereby pay to the Company the Exercise Price for the Purchased Shares in accordance with the provisions of my agreement with the Company (or other documents) evidencing the Option and shall deliver whatever additional documents may be required by such agreement as a condition for exercise. Alternatively, I may utilize the special broker-dealer sale and remittance procedure specified in my agreement to effect payment of the Exercise Price.

Date

	Participant
	Address:
Print name in exact manner it is to appear on the stock certificate:
Address to which certificate is to be sent, if different from address above:
Social Security Number:

APPENDIX

The following definitions shall be in effect under the Agreement:

A. Agreement shall mean this Non-Qualified Stock Option Agreement.

B. Board shall mean the Board of Directors of the Company.

C. Change in Control shall mean a change in ownership or control of the Company effected through either of the following transactions:

(i) the acquisition, directly or indirectly, by any person or related group of persons (other than the Company or a person that directly or indirectly controls, is controlled by, or is under common control with, the Company), of beneficial ownership (within the meaning of Rule 13d-3 of the Securities Exchange Act of 1934, as amended) of securities possessing more than fifty percent (50%) of the total combined voting power of the Company's outstanding securities pursuant to a tender or exchange offer made directly to the Company's stockholders which the Board does not recommend such stockholders to accept, or

(ii) a change in the composition of the Board over a period of thirty-six (36) consecutive months or less such that a majority of the Board members ceases, by reason of one or more contested elections for Board membership, to be comprised of individuals who either (1) have been Board members continuously since the beginning of such period or (2) have been elected or nominated for election as Board members described in clause (1) who were still in office at the time the Board approved such election or nomination.

D. Code shall mean the Internal Revenue Code of 1986, as amended.

E. Committee shall mean the Compensation Committee of the Board. Reference to the Committee shall refer to the Board if the Compensation Committee ceases to exist and the Board does not appoint a successor Committee.

F. Common Stock shall mean the Company's common stock.

G. Company shall mean Vycor Medical, Inc., a Delaware corporation.

H. Consultant shall mean any consultant or adviser if:

(i)The consultant or adviser renders bona fide services to the Company;

(ii) The services rendered by the consultant or adviser are not in connection with the offer or sale of securities in a capital-raising transaction and do not directly or indirectly promote or maintain a market for the Company's securities; and

(iii) The consultant or adviser is a natural person who has contracted directly with the Company to render such services.

I. Corporate Transaction shall mean either of the following stockholder-approved transactions to which the Company is a party:

(i) a merger or consolidation in which securities possessing more than fifty percent (50%) of the total combined voting power of the Company's outstanding securities are transferred to a person or persons different from the persons holding those securities immediately prior to such transaction, or

(ii) the sale, transfer or other disposition of all or substantially all of the Company's assets in complete liquidation or dissolution of the Company.

J. Disability shall mean that the Participant is no longer able to carry out his duties as a Director of the Company.

K. Exercise Date shall mean the date on which the option shall have been exercised in accordance with Paragraph 8 of the Agreement.

L. Exercise Price shall mean the exercise price per share as specified in the Grant Notice.

M. Expiration Date shall mean the date on which the option expires as specified in the Grant Notice.

N. Fair Market Value means, as of any given date, the fair market value of a share of Stock on such date determined by such methods or procedures as may be established from time to time by the Committee.

O. Grant Date shall mean the date of grant of the option as specified in the Grant Notice.

P. Grant Notice shall mean the Notice of Grant of Non-Qualified Stock Option accompanying the Agreement, pursuant to which Participant has been informed of the basic terms of the option evidenced hereby.

Q. Notice of Exercise shall mean the notice of exercise in the form attached hereto as Exhibit I.

R. Option shall mean a right granted to a Participant pursuant to this Agreement to purchase a specified number of shares of Stock at a specified price during specified time periods.

S. Option Shares shall mean the number of shares of Common Stock subject to the option as specified in the Grant Notice.

T. Stock shall mean the common stock of the Company, par value $0.001 per share.

EX-10.5

VYCOR MEDICAL, INC.

NOTICE OF GRANT OF

NON-QUALIFIED STOCK OPTION

Notice is hereby given of the following option grant (the “Option”) to purchase shares of the Common Stock of Vycor Medical, Inc. (the “Company”):

Participant:	Kenneth T. Coviello
Grant Date:	February 13, 2008
Vesting Commencement Date:	February 13, 2009
Exercise Price:	$0.135 per share
Number of Option Shares:	500,000
Expiration Date:	February 12, 2018
Type of Option:	Non-Qualified Stock Option
Date Exercisable:	According to Vesting Schedule

Vesting Schedule: The Option Shares shall vest and become exercisable with respect to, 33 1/1% of the Option Shares on the first, second and third anniversaries of the Grant Date until fully vested and exercisable.

Participant agrees to be bound by the terms of the Option as set forth in the Non-Qualified Stock Option Agreement attached hereto as Exhibit A.

No Employment or Service Contract. Nothing in this Notice or in the attached Non-Qualified Stock Option Agreement shall confer upon Participant any right to continue in Service for any period of specific duration or interfere with or otherwise restrict in any way the rights of the Company (or any Parent or Subsidiary employing or retaining Participant) or of Participant, which rights are hereby expressly reserved by each, to terminate Participant’s Service at any time for any reason, with or without cause.

Definitions. All capitalized terms in this Notice shall have the meaning assigned to them in this Notice or in the attached Employment Commencement Non-Qualified Stock Option Agreement.

February 13, 2008

VYCOR MEDICAL, INC.
By:	Heather N. Jensen
Title:	President
	PARTICIPANT
Address:	9 Fourth Ave.
	Rocky Point, NY 11778

ATTACHMENT

Exhibit A – Non-Qualified Stock Option Agreement

Exhibit A

VYCOR MEDICAL, INC.

NON-QUALIFIED STOCK OPTION AGREEMENT

RECITALS

THIS NON-QUALIFIED STOCK OPTION AGREEMENT, is made by and between Vycor Medical, Inc., a Delaware corporation (the “Company”), and Kenneth T. Coviello (the “Participant”).

WHEREAS, the Board has determined that it would be to the advantage and best interest of the Company and its stockholders to grant the Non-Qualified Stock Option provided for herein to Participant in connection with his initial commencement of employment with the Company and that such grant is an essential inducement to Participant’s commencing employment with the Company.

WHEREAS, all capitalized terms in this Agreement shall have the meaning assigned to them as defined herein or in the attached Appendix.

NOW, THEREFORE, it is hereby agreed as follows:

1. Grant of Option The Company hereby grants to Participant, as of the Grant Date, an option to purchase up to the number of Option Shares specified in the Grant Notice. The Option Shares shall be purchasable from time to time during the option term specified in Paragraph 2 at the Exercise Price.

2. Option Term This option shall have a term of ten (10) years measured from the Grant Date and shall accordingly expire at the close of business on the Expiration Date, unless sooner terminated in accordance with Paragraph 5 or 6.

3. Limited TransferabilityThis option shall be neither transferable nor assignable by Participant other than by will or by the laws of descent and distribution following Participant’s death and may be exercised, during Participant’s lifetime, only by Participant. This option may, in connection with the Participant’s estate plan, be assigned in whole or in part during Participant’s lifetime to one or more members of the Participant’s family or to a trust established for the exclusive benefit of one or more such family members. The assigned portion shall be exercisable only by the person or persons who acquire a proprietary interest in the option pursuant to such assignment. The term applicable to the assigned portion shall be the same as those in effect for this option immediately prior to such assignment and shall be set forth in such documents issued to the assignee as the Committee may deem appropriate.

4. Dates of Exercise This option shall become exercisable for the Option Shares in one or more installments as specified in the Grant Notice. As the option becomes exercisable for such installments, those installments shall accumulate and the option shall remain exercisable for the accumulated installments until the Expiration Date.

5. Special Acceleration of Option.

(a) In the event of any Corporate Transaction or Change in Control, each outstanding option, which is not otherwise vested or remains subject to forfeiture shall automatically accelerate so that each such option shall, immediately prior to the Corporate Transaction or Change in Control become vested and exercisable with regard to one hundred percent (100%) of the shares of Common Stock which are at the time subject to such option and unvested and may be exercised for all or any portion of such shares as fully-vested shares of Common Stock, if applicable. Any options so accelerated shall remain exercisable for fully-vested shares, if applicable, until the expiration of their term.

(b) Immediately following the Corporate Transaction, this option, to the extent not previously exercised, shall terminate and cease to be outstanding, except to the extent assumed by the successor corporation (or parent thereof) in connection with the Corporate Transaction.

(c) If this option is assumed in connection with a Corporate Transaction, then this option shall be appropriately adjusted, immediately after such Corporate Transaction, to apply to the number and class of securities which would have been issuable to Participant in consummation of such Corporate Transaction had the option been exercised immediately prior to such Corporate Transaction, and appropriate adjustments shall also be made to the Exercise Price, provided the aggregate Exercise Price shall remain the same.

(d) This Agreement shall not in any way affect the right of the Company to adjust, reclassify, reorganize or otherwise change its capital or business structure or to merge, consolidate, dissolve, liquidate or sell or transfer all or any part of its business or assets.

6. Adjustment in Option SharesShould any change be made to the Common Stock by reason of any stock split, stock dividend, recapitalization, combination of shares, exchange of shares or other change affecting the outstanding Common Stock as a class without the Company’s receipt of consideration, appropriate adjustments shall be made to (i) the total number and/or class of securities subject to this option and (ii) the Exercise Price in order to reflect such change and thereby preclude a dilution or enlargement of benefits hereunder.

7. Stockholder Rights The holder of this option shall not have any stockholder rights with respect to the Option Shares until such person shall have exercised the option, paid the Exercise Price and become a holder of record of the purchased shares.

8. Manner of Exercising Option

(a) In order to exercise this option with respect to all or any part of the Option Shares for which this option is at the time exercisable, Participant (or any other person or persons exercising the option) must take the following actions:

(i) Execute and deliver to the Company a Notice of Exercise for the Option Shares for which the option is exercised.

(ii) Pay the aggregate Exercise Price for the purchased shares in one or more of the following forms:

(A) cash or check made payable to the Company;

(B) a promissory note payable to the Company, but only to the extent authorized by the Committee in accordance with Paragraph 12;

(C) shares of Common Stock held by Participant (or any other person or persons exercising the option) for the requisite period necessary to avoid a charge to the Company’s earnings for financial reporting purposes and valued at Fair Market Value on the Exercise Date; or

(D) through a special sale and remittance procedure pursuant to which Participant (or any other person or persons exercising the option) shall concurrently provide irrevocable written instructions (a) to a Company-designated brokerage firm to effect the immediate sale of the purchased shares and remit to the Company, out of the sale proceeds available on the settlement date, sufficient funds to cover the aggregate Exercise Price payable for the purchased shares plus all applicable Federal, state and local income and employment taxes required to be withheld by the Company by reason of such exercise and (b) to the Company to deliver the certificates for the purchased shares directly to such brokerage firm in order to complete the sale transaction. Except to the extent the sale and remittance procedure is utilized in connection with the option exercise, payment of the Exercise Price must accompany the Notice of Exercise delivered to the Company in connection with the option exercise.

(iii) Furnish to the Company appropriate documentation that the person or persons exercising the option (if other than Participant) have the right to exercise this option.

(iv) Make appropriate arrangements with the Company (or Subsidiary employing or retaining Participant) for the satisfaction of all Federal, state and local income and employment tax withholding requirements applicable to the option exercise.

(b) As soon as practical after the Exercise Date, the Company shall issue to or on behalf of Participant (or any other person or persons exercising this option) a certificate for the purchased Option Shares, with the appropriate legends affixed thereto.

(c) In no event may this option be exercised for any fractional shares.

9. Compliance with Laws and Regulations

(a) The exercise of this option and the issuance of the Option Shares upon such exercise shall be subject to compliance by the Company and Participant with all applicable requirements of law relating thereto and with all applicable regulations of any stock exchange (or the Nasdaq National Market, if applicable) on which the Common Stock may be listed for trading at the time of such exercise and issuance.

(b) The inability of the Company to obtain approval from any regulatory body having authority deemed by the Company to be necessary to the lawful issuance and sale of any Common Stock pursuant to this option shall relieve the Company of any liability with respect to the non-issuance or sale of the Common Stock as to which such approval shall not have been obtained. The Company, however, shall use its best efforts to obtain all such approvals.

10. Successors and Assigns Except to the extent otherwise provided in Paragraphs 3 and 6, the provisions of this Agreement shall inure to the benefit of, and be binding upon, the Company and its successors and assigns and Participant, Participant’s assigns and the legal representatives, heirs and legatees of Participant’s estate.

11. Notices Any notice required to be given or delivered to the Company under the terms of this Agreement shall be in writing and addressed to the Company at its principal corporate offices. Any notice required to be given or delivered to Participant shall be in writing and addressed to Participant at the address indicated below Participant’s signature the on the Grant Notice. All notices shall be deemed effective upon personal delivery or upon deposit in the U.S. mail, postage prepaid and properly addressed to the party to be notified.

12. Financing The Committee may, in its absolute discretion and without any obligation to do so, permit Participant to pay the Exercise Price for the purchased Option Shares by delivering a promissory note. The terms of any such promissory note (including the interest rate, the requirements for collateral and the terms of repayment) shall be established by the Committee in its sole discretion.

13 Construction This Agreement and the option evidenced hereby are made and granted pursuant to this Agreement and are in all respects limited by and subject to the terms of such Agreement. All decisions of the Committee with respect to any question or issue arising under this Agreement shall be conclusive and binding on all persons having an interest in this option.

14. Governing LawThe interpretation, performance and enforcement of this Agreement shall be governed by the laws of the State of New York without resort to that State’s conflict-of-laws rules.

EXHIBIT I

NOTICE OF EXERCISE

I hereby notify Vycor Medical, Inc. (the “Company”) that I elect to purchase__________shares of the Company’s Common Stock (the “Purchased Shares”) at the option exercise price of $_____________per share (the “Exercise Price”) pursuant to that certain option (the “Option”) granted to me on February 13, 2008.

Concurrently with the delivery of this Exercise Notice to the Company, I shall hereby pay to the Company the Exercise Price for the Purchased Shares in accordance with the provisions of my agreement with the Company (or other documents) evidencing the Option and shall deliver whatever additional documents may be required by such agreement as a condition for exercise. Alternatively, I may utilize the special broker-dealer sale and remittance procedure specified in my agreement to effect payment of the Exercise Price.

____________

Date

	Participant
	Address:
Print name in exact manner it is to appear on the stock certificate:
Address to which certificate is to be sent, if different from address above:
Social Security Number:

APPENDIX

The following definitions shall be in effect under the Agreement:

A. Agreement shall mean this Non-Qualified Stock Option Agreement.

B. Boardshall mean the Board of Directors of the Company.

C. Change in Control shall mean a change in ownership or control of the Company effected through either of the following transactions:

(i) the acquisition, directly or indirectly, by any person or related group of persons (other than the Company or a person that directly or indirectly controls, is controlled by, or is under common control with, the Company), of beneficial ownership (within the meaning of Rule 13d-3 of the Securities Exchange Act of 1934, as amended) of securities possessing more than fifty percent (50%) of the total combined voting power of the Company’s outstanding securities pursuant to a tender or exchange offer made directly to the Company’s stockholders which the Board does not recommend such stockholders to accept, or

(ii) a change in the composition of the Board over a period of thirty-six (36) consecutive months or less such that a majority of the Board members ceases, by reason of one or more contested elections for Board membership, to be comprised of individuals who either (1) have been Board members continuously since the beginning of such period or (2) have been elected or nominated for election as Board members described in clause (1) who were still in office at the time the Board approved such election or nomination.

D. Code shall mean the Internal Revenue Code of 1986, as amended.

E. Committee shall mean the Compensation Committee of the Board. Reference to the Committee shall refer to the Board if the Compensation Committee ceases to exist and the Board does not appoint a successor Committee.

F. Common Stock shall mean the Company’s common stock.

G. Company shall mean Vycor Medical, Inc., a Delaware corporation.

H. Consultantshall mean any consultant or adviser if:

(i) The consultant or adviser renders bona fide services to the Company;

(ii) The services rendered by the consultant or adviser are not in connection with the offer or sale of securities in a capital-raising transaction and do not directly or indirectly promote or maintain a market for the Company’s securities; and

(iii) The consultant or adviser is a natural person who has contracted directly with the Company to render such services.

I. Corporate Transaction shall mean either of the following stockholder-approved transactions to which the Company is a party:

(i) a merger or consolidation in which securities possessing more than fifty percent (50%) of the total combined voting power of the Company’s outstanding securities are transferred to a person or persons different from the persons holding those securities immediately prior to such transaction, or

(ii) the sale, transfer or other disposition of all or substantially all of the Company’s assets in complete liquidation or dissolution of the Company.

J. Disability shall mean that the Participant is no longer able to carry out his duties as a Director of the Company.

K. Exercise Date shall mean the date on which the option shall have been exercised in accordance with Paragraph 8 of the Agreement.

L. Exercise Price shall mean the exercise price per share as specified in the Grant Notice.

M. Expiration Dateshall mean the date on which the option expires as specified in the Grant Notice.

N. Fair Market Value means, as of any given date, the fair market value of a share of Stock on such date determined by such methods or procedures as may be established from time to time by the Committee.

O. Grant Date shall mean the date of grant of the option as specified in the Grant Notice.

P. Grant Noticeshall mean the Notice of Grant of Non-Qualified Stock Option accompanying the Agreement, pursuant to which Participant has been informed of the basic terms of the option evidenced hereby.

Q. Notice of Exercise shall mean the notice of exercise in the form attached hereto as Exhibit I.

R. Optionshall mean a right granted to a Participant pursuant to this Agreement to purchase a specified number of shares of Stock at a specified price during specified time periods.

S. Option Shares shall mean the number of shares of Common Stock subject to the option as specified in the Grant Notice.

T. Stockshall mean the common stock of the Company, par value $0.001 per share.

EX-23.2

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors of

Vycor Medical, Inc.

We hereby consent to the inclusion in the Form S-1 Registration Statement of our report dated February 7, 2008 with respect to our audit of the financial statements of Vycor Medical, Inc. as of and for the years ended December 31, 2007 and 2006.

We further consent to the reference to our firm under the caption “Experts” appearing in the Prospectus of such Registration Statement.

Paritz & Company, P.A.

Partiz & Company, P.A.

Certified Public Accountants

Hackensack, New Jersey

March 17, 2008