EXHIBIT 10.1
AMENDMENT TO DISTRIBUTION AGREEMENT
-----------------------------------
THIS
AMENDMENT AGREEMENT is made effective as of this 20th day of
November,
2008 by and between Living Data Technology Corporation, a New York corporation
(hereinafter "Living
Data"), having its principal place of business at 37-14
29th Street, Long Island City, New York 11101, and Vasomedical,
Inc., a Delaware
corporation (hereinafter "Vasomedical"), having its principal place of
business
at 180 Linden Avenue, Westbury, NY 11590.
WHEREAS, Living
Data and Vasomedical are parties to a Distribution
Agreement dated as of
June 21, 2007,
a copy of which
is annexed hereto as
Exhibit A (the "Distribution Agreement"); and
WHEREAS, the parties
desire to amend the Distribution Agreement to expand
the territory
covered thereby to provide for
exclusive distribution rights
worldwide.
NOW,
THEREFORE,
in consideration of the mutual covenants, agreements,
representations and
warranties contained
herein, the parties hereto agree as
follows:
1.
Section "1 (xiii)" of the Distribution Agreement is hereby amended to
read as follows:
"1
(xiii) `Territory' shall mean worldwide."
2.
Section "2-A" is
hereby added to the
Distribution Agreement
to be and
read as follows:
"2-A. Issuance of
Additional Vasomedical
Shares. In consideration for
Living Data expanding the Territory of the Distribution
Agreement,
Vasomedical
shall issue to Living Data 3,000,000 shares of the Common Stock
(the "Additional
Shares"). The
Additional Shares shall be
