Nestor, Inc. – NESTOR, INC. SECURITIES PURCHASE AGREEMENT as of January 31, 2006 (April 14th, 2006)

THIS SECURITIES PURCHASE AGREEMENT (the "Agreement") is made and entered into as of January 31, 2006, by and between Nestor, Inc., a Delaware corporation (the "Company"), and each of the Investors set forth on the signature page hereof (the "Investors").

Nestor, Inc. – Contract (October 31st, 2005)

EXHIBIT 10.1 ------------ Execution Copy THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THIS NOTE MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS NOTE UNDER SAID ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO NESTOR, INC., THAT SUCH REGISTRATION IS NOT REQUIRED. SECURED PROMISSORY NOTE FOR VALUE RECEIVED, NESTOR, INC., 42 Oriental Street, Third Floor, Providence, Rhode Island 02908, a Delaware corporation (hereinafter called the "Borrower"), hereby promises to pay to Edward F. Heil, 8052 Fisher Island Drive, Fisher Island, FL 33109 (the "Holder"), or his registered assigns or successors in interest, on order, without demand, the sum of One Million Two Hundred Fifty Thousand