Lionshare Ventures Revised Agreement

1)  

LSV and Christopher Esposito (“Esposito”), jointly and severally, hereby promise to pay to INVO Bioscience (INVO) by December 5, 2009 the amount of $205,000 in cash, which amount LSV agreed to contribute to  pursuant to the Term Sheet in connection with the transactions contemplated by the Exchange Agreement on December 5, 2008. The parties agree that such amount represents the balance due for the prior issuance of INVO Bioscience common stock and that no further shares of INVO Bioscience common stock shall be issued to Esposito upon contribution of the $205,000.

2)  

In order to secure the prompt and complete payment of the amount set forth in the prior paragraph, LSV and Esposito hereby pledge and grant to INVO a continuing first priority security interest in 775,000 shares of Common Stock of INVO Bioscience.  The parties acknowledge that all of such shares will be held in escrow until December 5th, 2009. The parties acknowledge that with each investment of $51,000, 25% or 193,000 shares will be issued to Lion Share Ventures, if Esposito contributes the $205,000 to INVO Bioscience prior to December 5, 2009, the stock certificates and stock powers shall be returned to Esposito.