EXHIBIT 4.1

                                    AGREEMENT

     This  Agreement is made as of June 27, 2003, by and between EP  MedSystems,
Inc.  (the  "Company"),   a  New  Jersey  corporation,   and  Anthony  Varrichio
("Varrichio"), a Texas resident.

     Whereas,  the Company  executed a Mortgage  Note in favor of  Varrichio  as
holder of said note, dated November 21, 2002 (the "Mortgage Note"),

     Whereas, the parties hereto desire to convert a the remaining amount of the
outstanding principal amount of the Mortgage Note into shares of Common Stock of
the Company,

         Now, therefore, the Company and Varrichio hereby agree as follows:

1.       Varrichio hereby converts the remaining $187,500 principal amount
         payable to him under the Mortgage Note into 87,617 shares of the
         Common Stock of the Company.

2.       The Conversion Date is June 27, 2003.

3.       As soon as practicable, the Company shall deliver to Varrichio a
         certificate representing the 87,617 shares of the Company's Common
         Stock, but no later than 45 days after the Conversion Date.

4.       The principal amount of the Mortgage Note shall be reduced by $187,500
         to $0 upon issuance of the shares.

5.       With the full principal amount of the outstanding Mortgage Note
         converted into shares of the Company's common stock, the principal
         amount of the Mortgage Note is deemed to be paid in full, and accrued
         interest shall be paid in accordance with the terms of the Mortgage
         Note.

6.       As soon as practicable, Varrichio will remove all liens associated
         with the mortgage.

7.       Promptly upon execution of this Agreement by the Company, and payment
         of accrued and unpaid interest thereon Varrichio shall return the
         original Mortgage Note to the Company for cancellation.

8.       The Company agrees to cause the registration of the 87,617 shares of
         the Company's Common Stock Issued to Varrichio pursuant to the terms of
         this Agreement as well as the 150,000 shares issued under the previous
         mortgage conversion, at the time shares held by other shareholders are
         registered on the Company's next registration statement on Form S-3,
         but no later than 90 days from the Conversion Date.

9.       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/ Anthony Varrichio
Anthony  Varrichio                     /s/ Reinhard Schmidt
                                       Name:  Reinhard Schmidt
                                       Title:  Chief Executive Officer and
                                                and President