Exhibit 10.1

PROMISSORY NOTE

FOR VALUE RECEIVED, the undersigned, Non-Invasive Monitoring Systems, Inc., a Florida corporation with its principal place of business at 4400 Biscayne Blvd., Miami, FL 33137 (“Maker”), promises to pay to the order of Hsu Gamma Investments Trust, L.P. , with its principal place of business at 4400 Biscayne Blvd., 15 ^th Floor Miami, FL 33137 (“Payee”), at such place as may be designated in writing by Payee, the principal sum of FIFTY THOUSAND AND 00/XX ($50,000.00) (this “Note”).

1. The principal amount of the loan evidenced hereby, together with any accrued and unpaid interest, and any and all unpaid costs, fees and expenses accrued, shall be due and payable on September 12, 2014 (the “Maturity Date”).

2. All amounts outstanding from time to time hereunder shall bear interest at the rate of eleven percent (11%) per annum until such amounts are paid.

3. This Note may be prepaid in whole or in part without penalty or premium. All payments of principal shall be made in lawful money of the United States which shall be legal tender in payment of all debts, public and private, at the time of payment.

4. The Maker agrees to pay all costs of collection incurred in enforcing this Note, including attorneys’ fees and costs at both trial and appellate levels and in any bankruptcy action. In the event any legal proceedings are instituted in connection with, or for the enforcement of, this Note, Payee shall be entitled to recover its costs of suit, including attorneys’ fees and costs, at both trial and appellate levels and in any bankruptcy action.

5. Each maker, endorser and guarantor or any person, firm or corporation becoming liable under this Note hereby consents to any extension or renewal of this Note or any part hereof, without notice, and agrees that they will remain liable under this Note during any extension or renewal hereof, until the debts represented hereby are paid in full.

6. All persons now or at any time liable for payment of this Note hereby waive presentment, protest, notice of protest and dishonor. The Maker expressly consents to any extension or renewal, in whole or in part, and all delays in time of payment or other performance which Payee may grant at any time and from time to time without limitation and without any notice or further consent of the undersigned. The remedies of Payee as provided herein shall be cumulative and concurrent and may be pursued singularly, successively or together, at the sole discretion of Payee, and may be exercised as often as the occasion therefor shall arise.

7. This Note is to be governed by and construed in accordance with the applicable laws of the State of Florida. Any action brought upon the enforcement of this Note is hereby authorized to be instituted and prosecuted in the state and federal courts located in Miami-Dade County, Florida, at the election of Payee.

8. This Note may not be changed orally, but only by an agreement in writing, signed by the party against whom enforcement of any waiver, change, modification or discharge is sought. This Note shall not be assignable or transferable by Maker without the express written consent of Payee.

9. No delay on the part of Payee in exercising any right or remedy hereunder shall operate as a waiver of such right or remedy. No single or partial exercise of a right or remedy shall preclude other or further exercise of that or any other right or remedy. The failure of Payee to insist upon strict performance of any term of this Note, or to exercise any right or remedy hereunder, shall not be construed as a waiver or relinquishment by the Payee for the future use of that term, right or remedy. No waiver of any right of the Payee is effective unless in writing executed by the Payee.

10. The unenforceability or invalidity of any provision of this Note as to any person or circumstances shall not render that provision or those provisions unenforceable or invalid as to any other provisions or circumstances, and all provisions hereof, in all other respects, shall remain valid and enforceable.

IN WITNESS WHEREOF, the undersigned has executed this Note on the date specified below.

DATE: May 30, 2012 MAKER:

NON-INVASIVE MONITORING SYSTEMS, INC.

By: James J. Martin
Its: Chief Financial Officer

EXHIBIT 10.2

THIRD AMENDMENT TO NOTE AND SECURITY AGREEMENT

THIS THIRD AMENDMENT ( THE “THIRD AMENDMENT”) DATED MAY 30, 2012 TO THE NOTE AND SECURITY AGREEMENT (THE “AGREEMENT”) DATED AS OF MARCH 31, 2010, AND AS AMENDED ON MARCH 14, 2011 (THE “FIRST AMENDMENT”) AND JULY 29, 2011 (THE “SECOND AMENDMENT”) AMONG NON-INVASIVE MONITORING SYSTEMS, INC. (THE “BORROWER”) AND FROST GAMMA INVESTMENTS TRUST (“FROST GAMMA”) AND HSU GAMMA INVESTMNETS, L.P. (“HSU GAMMA” AND, TOGETHER WITH FROST GAMMA, “LENDER”). THE AGREEMENT, ALONG WITH THE FIRST AMENDMENT, SECOND AMENDMENT AND THE THIRD AMENDMENT, SHALL BE REFERRED TO HEREIN AS THE AMENDED AGREEMENT.

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 by the Second Amendment on July 29, 2011; and

WHEREAS, the Borrower and Lender entered into the Second Amendment which extended the Maturity Date (as originally defined in the Agreement) until July 31, 2012, and

WHEREAS, the Borrower and Lender which to extend the Maturity Date from July 31, 2012 until July 31, 2013, and

NOW THEREFORE , in consideration of the mutual covenants and promises contained in the Agreement and this Third 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 Amended 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, 2013 (the “ Maturity Date ”).

2. Governing Law . This Third 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, the First Amendment and Second Amendment shall remain unmodified and in full force and effect.

4. Entire Agreement . This Third Amendment and the Amended 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 Third Amendment but not otherwise defined shall have the meaning provided in the Agreement.

6. Counterparts . This Third 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 Third Amendment to the Note and Security Note as of the day and year first above written.