EXHIBIT 4.33
AGREEMENT
This Agreement, made as of April 2, 2003, by and between EP
MedSystems, Inc. (the "Company"), a New Jersey corporation, and
Xxxxxxx Xxxxxxxx ("Xxxxxxxx"), a New Jersey resident.
Whereas, the Company executed a Mortgage Note in
favor of Winstrom as holder of said note, dated November 21, 2002
(the "Mortgage Note"),
Whereas, the parties hereto desire to convert a
portion of the Mortgage Note indebtedness into common stock of the
Company,
Now, therefore, the Company and Winstrom hereby agree
as follows:
1. Winstrom hereby converts $187,500 of the principal amount due him
under the Mortgage Note into 150,000 shares of the common stock of the
Company.
2. The Conversion Date is April 2, 2003.
3. As soon as practicable, the Company shall deliver to Winstrom a
certificate representing the 150,000 shares of the Company's common
stock.
4. The principal amount of the Mortgage Note shall be reduced by
$187,500 upon issuance of the shares.
5. All provisions of the Mortgage Note shall remain intact.
6. The Company represents that it has full corporate authority to
enter into this agreement and issue the shares of the Company's
common stock referred to above.
In Witness Whereof, the parties have executed this agreement as of the
date first above written.
By: EP MEDSYSTEMS, INC.
/s/ XXXXXXX XXXXXXXX /s/ XXXXXXX XXXX
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XXXXXXX XXXXXXXX Name: Xxxxxxx Xxxx
Title: Chief Executive Officer
and President
