THIS AGREEMENT ("Agreement") made effective the 1st day of October, 2002 ("Effective Date"), by and
between VASOMEDICAL, INC., a Delaware corporation with its principal office at 180 Linden Avenue,
Westbury, New York ("Vasomedical" or the "Company"), and DR. PETER F. COHN, an individual residing at
27 Bouton Road, Huntington, New York 11743 ("Dr. Cohn" or the "Advisor").
W I T N E S S E T H:
WHEREAS, the Advisor has particular expertise and is an authority in the field of cardiology and has
considerable knowledge about, and experience with, EECP therapy and related protocols; and
WHEREAS, the Company is desirous of engaging Dr. Cohn as a Scientific Advisor to the Company to provide
the services hereinafter set forth (the "Services"), and the Advisor is agreeable to such retention in such capacity
for the period and on the terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the premises and of the mutual covenants and conditions herein
contained, the parties hereto do agree as follows:
1. The Company retains the Advisor to perform the Services for a four (4) year period commencing on the
Effective Date and ending on September 30, 2006, (the "Advisory Period") and the Advisor hereby accepts such
retention in conformity with the provisions of this Agreement.
2. The Advisor's Services during the Advisory Period shall consist of the following:
(a) During each respective year of the Agreement ("Agreement Years"), which shall be defined by the first,
second, third and fourth anniversaries of the Effective Date, the Advisor shall be required to travel to and attend
two medically relevant and professionally recognized symposiums, conferences or like convocations selected
jointly by the Advisor and the Company (the "Speaking Engagements") and to participate thereat as a speaker
and/or representative on behalf of the Company for the purpose of promoting the Company, its EECP system,
discussing the results of relevant studies, investigations and trials, and ot