Memorandum of Understanding Between New Cardio, Inc. and Vincent Renz, Jr.

Exhibit 10.1

Memorandum of Understanding

Between New Cardio, Inc. and

Xxxxxxx Xxxx, Xx.

Xxxxx Xxxxxx, representing the Board of Directors of New Cardio, Inc and Xxxxxxx Xxxx Xx. have discussed and agree to the following:

1.   Xx. Xxxx will be appointed the “CEO of New Cardio, Inc.” immediately.

2.   Due to the unfavorable cash position of New Cardio, Xx. Xxxx current compensation will remain at its current level less the agreed upon 30% executive pay reduction effective immediately. The Compensation Committee of the BOD will review Xx. Xxxx compensation when the BOD restores all executives’ compensation to previous levels.

3.   New Cardio agrees to grant Xx. Xxxx an additional stock option under the normal terms and conditions of New Cardio’s stock option plan in the amount of 500,000 shares. Vesting will be over a 48 month period as provided in the plan.

4.   Xx. Xxxx will be evaluated in his performance as CEO based upon criteria established between Xx. Xxxx and the Board of Directors and/or the Committees of the BOD.

5.   The initial evaluation period shall be a period of six months unless otherwise determined by the BOD. Xx. Xxxx shall continue to be an employee of New Cardio and his employment agreement shall remain in effect except as modified by this agreement.

6.   Xx. Xxxx will be appointed to the New Cardio Board of Directors effective immediately. In the event that Xx. Xxxx no longer is the CEO of New Cardio, Xx. Xxxx will resign his position on the BOD.

7.   Xx. Xxxx will report to the New Cardio Board of Directors.

8.   Xx. Xxxx shall continue to be located in New Jersey.

9.   The CTO and the CFO shall continue to be located in Santa Clara, CA unless otherwise determined by the BOD.

10.   Within two weeks Xx. Xxxx and the Board will develop a list of goals and objectives for Xx. Xxxx. These goals and objectives will be the basis of evaluating Xx. Xxxx performance as CEO.

11.   In addition to BOD meetings, Xx. Xxxx shall provide a monthly written report on New Cardio’s business developments.

The above is mutually agreed upon as of June 14, 2010.

Xxxxxxx Xxxx, Xx.  Xxxxx Xxxxxx. New Cardio, Inc.