SECOND AMENDMENT TO NOTE AND SECURITY AGREEMENT

SECOND AMENDMENT TO NOTE AND SECURITY AGREEMENT

THIS SECOND AMENDMENT (THE “SECOND AMENDMENT”) DATED JULY 29, 2011 TO THE NOTE AND SECURITY AGREEMENT (THE “AGREEMENT”) DATED AS OF MARCH 31, 2010, AND AS AMENDED ON MARCH 14, 2011 (THE “FIRST AMENDMENT”) AMONG NON-INVASIVE MONITORING SYSTEMS, INC. (THE “BORROWER”) AND FROST GAMMA INVESTMENTS TRUST (“FROST GAMMA”) AND ▇▇▇ GAMMA INVESTMNETS, L.P. (“▇▇▇ GAMMA” AND, TOGETHER WITH FROST GAMMA, “LENDER”).

RECITALS

WHEREAS, Borrower and Lender (collectively, the “Parties”) are parties to the Agreement which became effective on March 31, 2010 and which was amended by the First Amendment on March 14, 2011; and

WHEREAS, the Borrower and Lender previously amended the Agreement to extend the Maturity Date (as defined in the Agreement) from March 31, 2011 until July 31, 2011, and

WHEREAS, the Borrowers and Lender desire to amend the Agreement and the First Amendment to extend the Maturity Date from July 31, 2011 until July 31, 2012.

NOW THEREFORE, in consideration of the mutual covenants and promises contained in the Agreement and this Second Amendment and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Borrower and Lender agree as follows:

AMENDMENT

1. Section 3 of the Agreement is hereby amended and restated in its entirety as follows:

Payments of Obligations, including Principal and Interest. The principal amount of the Loan evidenced hereby, together with any accrued and unpaid interest, and any and all the Obligations, including unpaid costs, fees and expenses accrued, such as Lender’s Expenses, shall be due and payable in full on July 31, 2012 (the “Maturity Date”).

2. Governing Law. This Second Amendment shall be governed by the laws of the State of Florida without regard to its conflict of laws rules or principles.

3. Amendments. Except as expressly amended hereby, the Agreement and First Amendment shall remain unmodified and in full force and effect.

4. Entire Agreement. This Second Amendment and the Agreement and any schedules or exhibits attached to the Agreement constitute the entire agreement of the Parties with respect to the subject matter hereof and supersede all prior understandings and writings between the Parties relating thereto.

5. Interpretation. Any capitalized terms used in this Second Amendment but not otherwise defined shall have the meaning provided in the Agreement.

6. Counterparts. This Second Amendment may be executed manually, electronically in Adobe® PDF file format, or by facsimile by the Parties, in any number of counterparts, each of which shall be considered one and the same amendment and shall become effective when a counterpart hereof shall have been signed by each of the Parties and delivered to the other Party.

IN WITNESS WHEREOF, Borrower has duly executed this Second Amendment to the Note and Security Note as of the day and year first above written.