EXHIBIT 10.1


                       AMENDMENT TO DISTRIBUTION AGREEMENT
                       -----------------------------------



     THIS AMENDMENT AGREEMENT is made effective as of this 20th day of November,
2008 by and between Living Data Technology  Corporation,  a New York corporation
(hereinafter  "Living  Data"),  having its principal  place of business at 37-14
29th Street, Long Island City, New York 11101, and Vasomedical, Inc., a Delaware
corporation (hereinafter "Vasomedical"),  having its principal place of business
at 180 Linden Avenue, Westbury, NY 11590.

     WHEREAS,  Living  Data  and  Vasomedical  are  parties  to  a  Distribution
Agreement  dated as of June 21,  2007,  a copy of which  is  annexed  hereto  as
Exhibit A (the "Distribution Agreement"); and

     WHEREAS,  the parties desire to amend the Distribution  Agreement to expand
the  territory  covered  thereby to provide for  exclusive  distribution  rights
worldwide.

     NOW,  THEREFORE,  in  consideration  of the mutual  covenants,  agreements,
representations  and warranties  contained  herein,  the parties hereto agree as
follows:

     1. Section "1 (xiii)" of the  Distribution  Agreement is hereby  amended to
read as follows:

     "1 (xiii) `Territory' shall mean worldwide."

     2. Section  "2-A" is hereby added to the  Distribution  Agreement to be and
read as follows:

     "2-A.  Issuance of Additional  Vasomedical  Shares.  In  consideration  for
Living Data expanding the Territory of the Distribution  Agreement,  Vasomedical
shall issue to Living Data 3,000,000 shares of the Common Stock (the "Additional
Shares").  The Additional Shares shall be issued as soon as reasonably  possible
after execution hereof.  Sections 2.3, 2.4 and 2.5 of the Distribution Agreement
shall be  applicable  to the  Additional  Shares with the same effect as if they
were Living Data Shares."

     3.  Section "3.1  -Distribution"  of the  Distribution  Agreement is hereby
deleted in its entirety.

     4. Section "3.2(a)" of the Distribution Agreement is hereby amended to read
as  follows:

          "3.2  (a)  Living  Data  shall  not  directly  or  indirectly  sell or
     distribute  products to  customers  in the  Territory,  but may fulfill its
     outstanding purchase orders in the Territory as of the date hereof. Subject
     to  Vasomedical's  full,  faithful and prompt  performance of Vasomedical's
     duties and  obligations  hereunder,  the rights  regarding  distribution of


     Products by Vasomedical  to customers  granted hereby shall be exclusive in
     the Territory during the Term."

and Section 3.2(b) is hereby deleted in its entirety.

     5. Paragraph "4.2 (d)" shall be added to the Distribution Agreement to read
as follows:

          4.2(d)  Vasomedical  shall not be  required  to comply  with any laws,
     ordinances, rules and regulations, including manufacturing licenses, in the
     Territory if, in the reasonable  judgment of  Vasomedical,  such compliance
     would  require  an undue  financial  burden;  provided,  however,  that the
     foregoing limitation on compliance shall not be applicable to Vasomedical's
     operations in the United States,  Puerto Rico and all other territories and
     possessions administered by the United States."

     6.  Paragraph  5.2 is hereby  amended by changing the word  "non-exclusive"
appearing therein to "exclusive".

     7.  Exhibit  A of the  Distribution  Agreement  is  hereby  deleted  in its
entirety.

     8. Except for financial and  statistical  information  and  representations
made  as  of  June  21,  2007,  which  have  not  been  updated,  the  aforesaid
Distribution Agreement in all other respects is hereby ratified and confirmed.

     IN WITNESS  WHEREOF,  the parties hereto have executed this Agreement as of
the date first above written.

                                LIVING DATA TECHNOLOGY CORPORATION


                                By: /s/ Louis D. Srybnik
                                    --------------------------------------------
                                    Name:  Louis D. Srybnik
                                    Title: President


                                VASOMEDICAL, INC.


                                By: /s/ John C. K. Hui
                                    --------------------------------------------
                                    Name:  John C. K. Hui
                                    Title: Vice Chairman




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