AGREEMENT dated as of September 8, 2003, between VASOMEDICAL, INC. ("Company"), a Delaware
corporation, having its principal place of business located at 180 Linden Avenue, Westbury, New York, and
THOMAS W. FRY ("Employee"), residing at 45 Hunter Lane, Ridgefield, Connecticut 06877.
WHEREAS, the Company desires to employ the Employee and the Employee desires to be employed by the
Company subject to the terms and conditions hereinafter set forth.
NOW, THEREFORE, in consideration of the mutual premises and of the mutual covenants hereinafter contained
and for good and valuable consideration, the parties hereto agree as follows:
1. Representation/Freedom to Contract. Employee represents and warrants that he is free to enter into this
Agreement and that he has not made, prior to his employment, and will not thereafter make, any agreements
which may be in conflict with this Agreement in the latter, or post-employment context. Employee agrees that he
will not disclose to the Company or use for the Company's benefit any trade secret or confidential information
which is the property of any third party and that there are no agreements or understandings which would prevent
him from being engaged by the Company pursuant to the terms of this Agreement.
2. Employment. The Company hereby employs the Employee as Chief Financial Officer of the Company and the
Employee hereby accepts employment upon the terms and conditions hereinafter set forth.
3. Term. The term of this Agreement shall be two (2) years, commencing on the date hereof ("Effective Date")
and ending September 7, 2005, subject to earlier termination as provided in this Agreement ("Term") and subject
to certain provisions hereof which survive the Term.
(a) For all services rendered under this Agreement:
(i) The Company shall pay the Employee a base salary at the rate of $150,000 per annum payable in equal
monthly installments. ("Base Salary").
(ii) The Company shall agree to grant t