LAURUS MASTER FUND, LTD. 825 Third Avenue,14th Floor New York, New York 10022

Exhibit 4.7

LAURUS MASTER FUND, LTD.

825 Third Avenue, 14^th Floor

New York, New York 10022

May 27, 2004

Vertical Health Ventures, Inc.

855 Dunbar Avenue

Oldsmar, Florida 34677

Attn: Steve Watters, CEO

Re: Restricted Account: Account Number ###-###-####, Account Name: Vertical Health Ventures, Inc., maintained at North Fork Bank (the “Restricted Account”).

Reference is made to (i) that certain Securities Purchase Agreement, dated as of May 27, 2004 (as amended, modified or supplemented from time to time, the “Purchase Agreement”), by and among Vertical Health Solutions, Inc., a Florida corporation (the “Parent”), Vertical Health Ventures, Inc., a Delaware corporation (the “Company”), and Laurus Master Fund, Ltd. (the “Purchaser”) and (ii) that certain Restricted Account Agreement, dated as of May 27, 2004 (as amended, modified or supplemented from time to time, the “Restricted Account Agreement”), by and among the Company, Laurus and North Fork Bank (the “Bank”). Capitalized terms used but not defined herein shall have the meanings ascribed them in the Purchase Agreement or the Restricted Account Agreement, as applicable. Pursuant to the Section 3.2 of the Purchase Agreement, the Company is required to place $3,823,000 in the Restricted Account, and, subject to the provisions of this letter, the Purchase Agreement and any Related Agreement, maintain such amount in the Restricted Account for as long as the Purchaser shall hold any outstanding Series A Preferred and to assign the Restricted Account for the benefit of the Purchaser as security for the performance of the Parent’s, the Company’s and each of their respective Subsidiaries’ obligations to the Purchaser.

The Purchaser and the Company desire to clarify certain aspects regarding the use of funds contained in the Restricted Account, and for good consideration, the receipt and sufficiency of which is here acknowledged, the Company and the Purchaser agree that, promptly following any conversion of any amount of the outstanding Series A Preferred (such event, a “Conversion”), the Purchaser shall direct the Bank, pursuant to a Release Notice (as defined in the Restricted Account Agreement), to wire an amount of funds equal to the corresponding dollar amount by which the aggregate Stated Value of all outstanding Series A Preferred Shares has been reduced pursuant to such a Conversion from the Restricted Account to such bank account as the Company may direct the Purchaser in writing.

This letter may not be amended or waived except by an instrument in writing signed by the Company and the Purchaser. This letter may be executed in any number of counterparts, each of which shall be an original and all of which, when taken together, shall constitute one agreement. Delivery of an executed signature page of this letter by facsimile

transmission shall be effective as delivery of a manually executed counterpart hereof or thereof, as the case may be. This letter shall be governed by, and construed in accordance with, the laws of the State of New York. This letter sets forth the entire agreement between the parties hereto as to the matters set forth herein and supersede all prior communications, written or oral, with respect to the matters herein.

If the foregoing meets with your approval please signify your acceptance of the terms hereof by signing below.

Agreed and Accepted this 27th day of May, 2004.