STOCK REPURCHASE AGREEMENT

                           
STOCK REPURCHASE AGREEMENT

     
THIS STOCK REPURCHASE AGREEMENT (the "Agreement") is entered into
as of

March 10, 2006, by and between Vicor Technologies, Inc., a Delaware
corporation

(the "Company"), and David H. Fater (the "Stockholder").

     
WHEREAS, the Stockholder is the President and Chief Executive
Officer of

the Company;

     
WHEREAS, the Stockholder issued that certain Promissory Note dated
July 23,

2002 to the Company in the principal amount of $749,975, free of
interest for

the first five years of its term, due and payable on July 23, 2007,
to enable

the Stockholder to purchase 250,000 shares (the "Original Shares")
of the

Company's common stock at a purchase price of $3.00 per share (the
"Note"), a

copy of which is attached hereto as Exhibit "A".

     
WHEREAS, the Stockholder presently owns all of the Original Shares
of the

Company's common stock that he purchased pursuant to the Note;

     
WHEREAS, on February 13, 2006, the Board of Directors of the
Company, after

careful review and diligent consideration, approved and authorized
the Company

to repurchase 150,000 of the Original Shares (the "Purchased
Shares") from the

Stockholder at a purchase price of $5.00 per Share; and

     
WHEREAS, the Stockholder desires to resell the Purchased Shares to
the

Company in a private transaction, and the Company desires to
repurchase the

Purchased Shares from the Stockholder in a private transaction, all
on the terms

and conditions set forth herein.

     
NOW, THEREFORE, in consideration of the mutual promises and
covenants

contained herein and other valuable consideration, the parties
hereby agree as

follows:

1. Recitals. The foregoing recitals are true and correct. Each of
the foregoing

recitals to this Agreement is hereby incorporated into and made a
part of this

Agreement.

2. Shares to be Repurchased. Subject to the conditions set forth
herein, the

Stockholder hereby agrees to sell to the Company, and the Company
agrees to

repurchase from the Stockholder, all of the Purchased Shares for an
aggregate

purchase price of $750,000 (the "Purchase Price") to be paid as
contemplated in

this Agreement.

3. Payment for the Shares. Upon receipt by the Company of two
copies of this

Agreement executed by the Stockholder and the duly endorsed
certificate(s)

representing the Purchased Shares, the Company shall:

     
(a) apply the full Purchase Price to the outstanding principal
amount of

the Note;

     
(b) pay to the Stockholder any excess of the Purchase Price over
the

outstanding principal amount of the Note;

     
(c) deliver the original Note to the Stockholder marked "canceled";
and

     
(d) cause a replacement stock certificate to be issued to the
Stockholder

representing any of the Original Shares that the Company does not
purchase

hereunder.

4. Representations and Warranties of Stockholder. The Stockholder
represents,

covenants and warrants to the Company as follows:

     
(a) Power and Authority. The Stockholder has full power, legal
right and

authority to enter into, execute and deliver this Agreement and any
other

agreements, instruments and documents contemplated hereby and to
carry out his

or her obligations hereunder. No other acts or proceedings on the
part of the

Stockholder are necessary to authorize this Agreement (or any
agreements,

instruments and documents contemplated hereby) or the transactions
contemplated

hereby. This Agreement and any other agreements, instruments and
documents

contemplated hereby, constitute valid and legally binding
obligations of the

Stockholder and are enforceable against him in accordance with
their respective

terms.

     
(b) No Liens or Encumbrances. The Stockholder owns all of the
Purchased

Shares beneficially and of record, and, upon transfer of the
Purchased Shares to

the Company, the Purchased Shares shall be free and clear of all
liens,

encumbrances, security agreements, equities, options, claims,
charges and

restrictions. The Stockholder will not permit any liens,
encumbrances, security

agreements, equities, options, claims, charges, or restrictions to
be placed on

the Purchased Shares, and none of the Purchased Shares have ever
been subject to

any claim, lien or encumbrance of any kind.

     
(c) No Violation. The execution, delivery and performance of this
Agreement

and the consummation of the transactions contemplated herein will
not: (i)

violate any order, judgment, injunction, award or decree of any
court,

arbitrator or governmental or regulatory body against, or binding
upon the

Stockholder or his property; (ii) violate any statute, law or
regulation of any

jurisdiction applicable to the Stockholder in connection with the
transactions

contemplated hereby; or (iii) violate or constitute a default under
any

mortgage, indenture, deed of trust, lease, contract, obligation,
agreement,

licens