July 22, 2010

Exhibit 10.2

July 22, 2010

This letter sets forth the agreement between CardioNet, Inc. (the “Company”) and Xxxxx X. Xxxxxxx, Chairman of the Board of the Company, supplementing the terms and conditions of Xx. Xxxxxxx’x resignation as chief executive officer of the Company, as set forth in the attached letter from Xx. Xxxxxxx dated June 15, 2010 (the “June 15 letter”).  In particular, the parties agree as follows: (1) effective as of July 1, 2010, Xx. Xxxxxxx shall be permitted to elect to continue to participate in the Company’s medical, dental and other health plans on the same general terms and conditions as were applicable immediately prior to his resignation as chief executive officer, subject to changes in the plan’s terms and conditions as are applicable to other plan participants from time to time, and subject to the requirement that Xx. Xxxxxxx must pay the full premium for the coverage elected; (2) the arrangement described in (1) shall continue to apply for the period during which Xx. Xxxxxxx serves on the Company’s board of directors; provided, however, that the arrangement shall (i) be terminable by the Company in the event that the arrangement becomes impracticable or results in adverse tax consequences to Xx. Xxxxxxx or the Company; and (ii) terminate upon Xx. Xxxxxxx’x obtaining comparable healthcare coverage through a successor employer; and (3) except as otherwise provided in this letter agreement, the June 15 letter shall continue to apply by its terms.

Sincerely yours,

Xxx Xxxxxx

Lead Director

Accepted and agreed to:

Xxxxx X. Xxxxxxx