March 21, 2005 Pamela L. Rockley Chief Operating Officer

Exhibit 10.6

March 21, 2005

Xxxxxx X. Xxxxxxx

Chief Operating Officer

X. Xxxxxxxx Securities Group

0000 Xxxxxx Xxxxxx

Stamford, CT  06905

Dear Xxxxxx:

X. Xxxxxxxx Securities Group is acting as a non-exclusive placement agent in connection with a private placement under an agreement dated December 17, 2004.  We wish to amend and clarify portions of that agreement.

First, under paragraph 4, a. Retainer Fee, the Company paid the entire fee in cash and does not owe X. Xxxxxxxx 50% of the fee in tradeable common stock.

Second, X. Xxxxxxxx Securities Group introduced MedicalCV to the following investors:

• SF Capital Partners

• Millennium Partners, LP

• ProMed Management, Inc.

• MedCap Management & Research, LLC

• X. Xxxxxxxxxx Consultants

The placement fee under section 4 (b) on private placements to these entities will be paid to X. Xxxxxxxx and the warrants under the second paragraph labeled 4 (b) Warrants, will be issued to X. Xxxxxxxx for placements from these individuals.

X. Xxxxxxxx Securities Group will not receive commission or warrants for investors introduced to MedicalCV by another finder.  Warrants will not be issued on warrants issued to investors in the private placements.

We have discussed these items with you, and ask that you acknowledge your agreement by signing at the bottom of this letter.  We would not be contemplating the closing on this offering without the help of X. Xxxxxxxx Securities Group and your assistance is greatly appreciated.

Sincerely,

/s/ Xxxx X. Xxxxxx

Xxxx X. Xxxxxx

I agree to the change and clarifications in this letter.

/s/ Xxxxxx X. Xxxxxxx		3-22-05
Xxxxxx X. Xxxxxxx		Date
Chief Operating Officer