AMENDMENT TO SERIES J-A WARRANT TO PURCHASE SHARES OF COMMON STOCK NUMBERW-JA-07-1

Exhibit 10.2

AMENDMENT TO SERIES J-A WARRANT TO PURCHASE SHARES OF

COMMON STOCK NUMBER W-JA-07-1

This Amendment to Series J-A Warrant to Purchase Shares of Common Stock Number W-JA-07-1 (the “Series J-A Warrant Amendment”) is entered into as of the Effective Date (as defined below), by and between NovaRay Medical, Inc., a Delaware corporation (the “Issuer”) and Vision Opportunity Master Fund (“Vision”). All capitalized terms not otherwise defined herein shall have the meaning ascribed to them in that certain Series J-A Warrant to Purchase Shares of Common Stock Number W-JA-07-1 issued as of December 27, 2007 (the “Series J-A Warrant”).

RECITALS

WHEREAS, pursuant to the Letter Agreement dated as of August 29, 2008 (the “Letter Agreement”), Vision agrees to exercise the Series J Warrant (as defined therein) as amended by the Series J Warrant Amendment (as defined therein) as to at least 1,872,660 shares of the Issuer’s Series A Convertible Preferred Stock on or prior to September 8, 2008 such that Issuer receives proceeds of at least $5,000,002.20;

WHEREAS, the Issuer and Vision desire to amend the Series J-A Warrant to provide an initial maximum number of shares exerciseable under the Series J-A Warrant to 1,248,440 shares of the Issuer’s Common Stock and to decrease the Warrant Price as defined therein to $4.25 and to increase such initial maximum number of shares exerciseable under the Series J-A Warrant by 1,872,660 shares of the Issuer’s Common Stock and to decrease the Warrant Price for such shares to $5.00 subject to both the exercise by Vision of the Series J Warrant as amended by the Series J Warrant Amendment as to at least 1,872,660 shares of the Issuer’s Series A Convertible Preferred Stock and receipt by Issuer of proceeds of at least $5,000,002.20 on or prior to September 8, 2008;

NOW, THEREFORE, in compliance with Section 10 of the Series J-A Warrant and in consideration of the mutual promises and covenants set forth herein and in the Series J-A Warrant, the Company and Vision hereby agree as follows:

“FOR VALUE RECEIVED, the undersigned, NOVARAY MEDICAL, INC., a Delaware corporation (together with its successors and assigns, the “Issuer”), hereby certifies that Vision Opportunity Master Fund, Ltd. (“Vision”) or its registered assigns is entitled to subscribe for and purchase, during the Term (as hereinafter defined), up to that number of shares of the duly authorized, validly issued, fully paid and non-assessable Common Stock of the Issuer determined by dividing the number of shares of Preferred Stock issued upon exercise of the Series J Warrant (as defined in the Purchase Agreement) by the Holder divided by (3), rounded down to the nearest whole share, up to an initial maximum of one million two hundred forty-eight thousand four hundred forty (1,248,440) shares (but subject to adjustment as hereinafter provided) (the “Initial Exercise Shares”), at an exercise price per share equal to the Warrant Price then in effect, subject, however, to the provisions and upon the terms and conditions hereinafter set forth. Subject to both the exercise by Vision of the Series J Warrant as to at least 1,872,660 shares of the Issuer’s Series A Convertible Preferred Stock and receipt by Issuer of proceeds of at least $5,000,002.20 on or prior to September 8, 2008, Vision or its registered assigns shall be entitled to subscribe for and purchase, during the Term up to an additional nine hundred thirty-six thousand three hundred thirty (936,330) shares of the duly authorized, validly issued, fully paid and non-assessable Common Stock of the Issuer (but subject to adjustment as hereinafter provided) (the “September 2008 Exercise Shares”), at an exercise price per share equal to the Warrant Price then in effect, subject, however, to the provisions and upon the terms and conditions hereinafter set forth. Subject to both the exercise by Vision of the Series J Warrant of the difference between such initial exercise and 3,745,320 shares of the Issuer’s Series A Convertible Preferred Stock and receipt by Issuer of proceeds of at least $10,000,004.40 (inclusive of all amounts received after August 29, 2008) on or prior to November 1, 2008, Vision or its registered assigns shall be entitled to subscribe for and purchase, during the Term up to an additional nine hundred thirty-six thousand three hundred thirty (936,330) shares of the duly authorized, validly issued, fully paid and non-assessable Common Stock of the Issuer (but subject to adjustment as hereinafter provided) (the “November 2008 Exercise Shares”), at an exercise price per share equal to the Warrant Price then in effect, subject, however, to the provisions and upon the terms and conditions hereinafter set forth. Capitalized terms used in this Warrant and not otherwise defined herein shall have the respective meanings specified in Section 8 hereof.”

“Term. The term of this Warrant shall commence on the date of exercise of the Series J Warrant (as defined in the Purchase Agreement) by the Holder (the “Series J Exercise Date”) and , with respect to the Initial Exercise Shares, shall expire at 6:00 p.m., Eastern Time, on the fifth anniversary of the Series J Exercise Date and with respect to the September 2008 Exercise Shares shall expire at 6:00 p.m., Eastern Time, on September 8, 2013 and with respect to the November 2008 Exercise Shares shall expire at 6:00 p.m., Eastern Time, on November 1, 2013 (such respective period being the “Term”); provided, however, that in the event that the Series J Warrant is not exercised on or prior to September 8, 2008 in accordance with its terms, this Warrant and all obligations hereunder shall terminate immediately and be of no further force or effect.”

“initially means $4.25 with respect to the Initial Exercise Shares and $5.00 with respect to the September 2008 Exercise Shares and November 2008 Exercise Shares, as such prices may be adjusted from time to time as shall result from the adjustments specified in this Warrant, including Section 4 hereto”

IN WITNESS WHEREOF, the parties have caused this Series J-A Warrant Amendment to be duly executed and delivered by the proper and duly authorized officers as of the day and year first written above.

COMPANY:

NOVARAY MEDICAL, INC.

VISION:

VISION OPPORTUNITY MASTER FUND, LTD.