TERMINATION AND CONSULTING AGREEMENT
This Termination and Consulting Agreement (the "Agreement") made effectively this 1st day of November, 2002
("Effective Date") by and between Vasomedical, Inc., a Delaware Corporation ("Employer" or "Company"), and
D. Michael Deignan, residing at 33 Cat Brier Lane, Hilton Head Island, South Carolina 29926 ("Employee")
(collectively the "Parties").
WHEREAS, the Parties entered into an employment agreement dated December 1, 2000 (the "Employment
WHEREAS, the Parties are mutually desirous of terminating the Employment Agreement on the terms and
conditions set forth herein, and otherwise entering into a consulting arrangement (the "Consulting Arrangement")
on the terms and for the additional consideration described herein.
NOW, THEREFORE, based upon the mutual covenants contained herein and for other good and valuable
consideration, the sufficiency of which is hereby acknowledged, the Parties agree as follows:
1. In accordance with paragraphs 4(a) and 6(c) of the Employment Agreement, the Employer shall pay to
Employee for the period from the Effective Date of this Agreement to October 31, 2003 the sum of $240,000,
payable in the manner in which the Employee's annual salary is currently being paid to the Employee by the
Employer. All of the foregoing payments shall be subject to deductions for appropriate federal, state and local
withholding taxes, Social Security taxes, and any other charges which by federal, state and local law are required
to be deducted ("Severance Payment").
2. (a) During the period commencing on the Effective Date and ending December 31, 2003 (the "Consulting
Period"), the Employer will retain the Employee as a consultant to provide, and the Employee agrees to provide,
up to but not more than forty (40) business days of the following services (the "Services"):
From time to time upon the reasonable request of senior level executives of the Employer, general advice or
information regarding potential