TELZUIT MEDICAL TECHNOLOGIES, INC. FLORIDA, USA

Exhibit 10.1

TELZUIT MEDICAL TECHNOLOGIES, INC.

FLORIDA, USA

EMPLOYMENT AGREEMENT

THIS IS AN EMPLOYMENT AGREEMENT dated the 11th day of July, 2006, effective the 11th day of July, 2006 (“Effective Date”), by and between Telzuit Medical Technologies, Inc. (“Company”), a Florida corporation with its principal place of business in, Florida and Jerry Baiter (“Employee”).

WHEREAS, the Company wishes to assure itself of the services of Employee for the period provided in this Agreement, and Employee is willing to serve in the employ of the Company upon the terms and conditions hereinafter provided.

NOW, THEREFORE, in consideration of the mutual covenants and promises herein contained, the parties hereto hereby agree as follows:

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(1) The Executive is permanently disabled. For purposes of this Agreement, Executive may be deemed permanently disabled when so conceded by Executive or so certified by a physician selected by Executive or his legal representative, on the one hand, or by the Company, on the other, and such certificate is delivered to the other party. In the event that within 10 days after delivery of such certificate the other party should, by written notice to the other

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party, contest the finding of disability, the parties agree to submit the determination of permanent disability to another physician acceptable to both parties, or if a physician cannot be agreed upon, a physician designated by the Dean of Mount Sinai Medical School;

(2) The Executive is negligent in the performance of his duties;

(3) The Executive is convicted of a violation of any State or Federal law and is fined Ten Thousand Dollars ($10,000) or more or sentenced to prison or jail for a term of one year or more; or

(4) The Executive commits any material violation of this Agreement which violation is not cured within 30 days after notice of such violation is given to the Executive by the Board of Directors of Company.

a. Other Events of Termination.

(1) This Agreement shall terminate at the expiration of the Term.

(2) This Agreement shall terminate at any time by agreement in writing by the Company and the Executive.

(3) This Agreement shall terminate upon the death of the Executive, in which case his heirs and beneficiaries shall be entitled to all accrued but unpaid compensation hereunder.

b. Termination Following Change in Control. If a Change in Control of the Company as defined in Section XVII shall have occurred while the Executive is still an employee of the Company, the Executive shall be entitled to the compensation provided in Section V upon the subsequent termination of the Executive’s employment with the Company by the Company or by the Executive, unless such termination is a result of (i) the Executive’s death; (ii) the Executive’s termination by the Company for cause (as more fully described in Section 6(1)); or (iii) the Executive’s decision to terminate his employment with the Company other than for Good Reason as defined below.

c. Date of Termination. “Date of Termination” shall mean (i) if this Agreement is terminated by the Company pursuant to Section IX (c)(ii) above, thirty (30) days after Notice of Termination is given to the Executive (provided that the Executive shall not have returned to the performance of the Executive’s duties on a full-time basis during such thirty (30) day period), (ii) if the Executive’s employment is terminated by the Company for any other reason, the date on which a Notice of Termination is given, provided that if within thirty (30) days after any Notice of Termination is given to the Executive by the Company, the Executive notifies the Company that a dispute exists concerning the termination, the Date of Termination shall be the date on which the dispute is finally determined, either by mutual written agreement of the parties, by a final judgment, order or decree of a court of competent jurisdiction (the time for appeal

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therefrom having expired and no appeal having been perfected), or (iii) if the Agreement is terminated by the Executive, the date on which the Executive delivers Notice of Termination to the Company.

i. subject to Sections XI and XII below, pay to the Executive as severance payment in a lump sum in cash, on the fifth day following the Date of Termination, an amount equal to the amounts in cash that would be due to the executive for the remaining term of the contract as defined in Section III the “Executive’s Severance Cash Benefit”).

ii. arrange to provide the Executive for two years (or such shorter period as Executive may elect) with disability, life, accident and health insurance substantially similar to those insurance benefits which Executive is receiving immediately prior to the Notice of Termination (including coverage for dependents at the same per person cost as the Executive is then paying). Benefits otherwise receivable by Executive pursuant to this Section IX(b) shall be reduced to the extent comparable benefits are actually received by the Executive during such two (2) year period following his termination (or such shorter period elected by the Executive), and any such benefits actually received by Executive shall be reported by him to the Company.

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i. An acquisition (other than directly from the Company) of any voting securities of the Company (the “Voting Securities”) by any person (as the term person is used for purposes of Section 13(d) or 14(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) immediately after which such Person has “Beneficial Ownership” (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of fifteen percent (15%) or more of the combined voting power of the Company’s then outstanding Voting Securities; provided, however, in determining whether a Change in Control has occurred, Voting Securities which are acquired in a “Non-Control Acquisition” (as hereinafter defined) shall not constitute an acquisition which would cause a Change in Control. A “Non-Control Acquisition” shall mean an acquisition by (A) an employee benefit plan (or a trust forming a part thereof) maintained by (1) the Company or (2) any corporation or other Person of which a majority of its voting power or its voting equity securities or equity interest is owned, directly or indirectly, by the Company (for purposes of this definition, a “Subsidiary”), (B) the Company or its Subsidiaries, or (C) any Person in connection with a “Non-Control Transaction” (as hereinafter defined);

ii. The individuals who, as of the date this Agreement is approved by the Board of Directors, are members of the Board (the “Incumbent Board”), cease for any reason to constitute at least two-thirds of the members of the Board; provided, however, that if the election, or nomination for election by the Company’s common stockholders, of any new director was approved by a vote of at least two-thirds of the Incumbent Board, such new director shall, for purposes of this Agreement, be considered as a member of the Incumbent Board; provided further, however, that no individual shall be considered a member of the Incumbent Board if such individual initially assumed office as a result of either an actual or threatened “Election Contest” (as described in Rule 14a-11 promulgated under the Exchange Act) or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board (a “Proxy Contest”) including by reason of any agreement intended to avoid or settle any Election Contest or Proxy Contest; or

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iii. Approval by stockholders of the Company of:

A. A merger, consolidation or reorganization involving the Company, unless such merger, consolidation or reorganization is a “Non-Control Transaction”. A “Non-Control Transaction” shall mean a merger, consolidation or reorganization of the Company where:

1. the stockholders of the Company, immediately before such merger, consolidation or reorganization, own directly or indirectly immediately following such merger, consolidation or reorganization, at least seventy percent (70%) of the combined voting power of the outstanding voting securities of the corporation resulting from such merger, consolidation or reorganization (the “Surviving Corporation”) in substantially the same proportion as their ownership of the Voting Securities immediately before such merger, consolidation or reorganization,

2. the individuals who were members of the Incumbent Board immediately prior to the execution of the agreement providing for such merger, consolidation or reorganization constitute at least two-thirds of the members of the board of directors of the Surviving Corporation, or a corporation beneficially directly or indirectly owning a majority of the Voting Securities of the Surviving Corporation, and

3. no Person other than (a) the Company, (b) any Subsidiary, (c) any employee benefit plan (or any trust forming a part thereof) maintained by the Company, the Surviving Corporation, or any Subsidiary, or (d) any Person who, immediately prior to such merger, consolidation or reorganization had Beneficial Ownership of fifteen percent (15%) or more of the then outstanding Voting Securities), has Beneficial Ownership of fifteen percent (15%) or more of the combined voting power of the Surviving Corporation’s then outstanding voting securities.

B. A complete liquidation or dissolution of the Company; or

C. An agreement for the sale or other disposition of all or substantially all of the assets of the Company to any Person (other than a transfer to a Subsidiary).

Notwithstanding the foregoing, a Change in Control shall not be deemed to occur solely because any Person (the “Subject Person”) acquired Beneficial Ownership of more than the permitted amount of the then outstanding Voting Securities as a result of the acquisition of Voting Securities by the Company which, by reducing the number of Voting Securities then outstanding, increases the proportional number of shares Beneficially Owned by the Subject Person, provided that if a Change in Control would occur (but for the operation of this sentence) as a result of the acquisition of Voting Securities by the Company, and after such acquisition by the Company, the

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Subject Person becomes the Beneficial Owner of any additional Voting Securities which increases the percentage of the then outstanding Voting Securities Beneficially Owned by the Subject Person, then a Change in Control shall occur.

b. Effective Date. “Effective Date” shall mean the date on which a Change in Control is effectuated.

c. Good Reason. The Executive’s termination of employment with the Company shall be deemed for “Good Reason” if it occurs within six (6) months of any of the following without the Executive’s express written consent:

i. the assignment to the Executive by the Company of duties inconsistent with, or a substantial alteration in the nature or status of, Executive’s responsibilities immediately prior to a Change in Control of the Company other than any such alteration primarily attributable to the fact that the Company’s securities are no longer publicly traded;

ii. a reduction by the Company in the Executive’s Cash Compensation (as defined in Section 21(a) above) as in effect on the date of a Change in Control of the Company or as in effect thereafter if such Cash Compensation has been increased during the Term of this Agreement;

iii. any failure by the Company to continue in effect without substantial change any compensation, incentive, welfare or benefit plan or arrangement, as well as any plan or arrangement whereby the Executive may acquire securities of the Company, in which the Executive is participating at the time of a Change in Control of the Company (or any other plans, currently in effect or hereafter adopted by the Company, providing the Executive with substantially similar benefits) (hereinafter referred to as “Benefit Plans”), or the taking of any action by the Company which would adversely affect the Executive’s participation in or materially reduce the Executive’s benefits under any such Benefit Plan or deprive the Executive of any material fringe benefit enjoyed by the Executive at the time of a Change in Control of the Company unless an equitable substitute arrangement (embodied in an ongoing substitute or alternative Benefit Plan) has been made for the benefit of the Executive with respect to the Benefit Plan in question. For purposes of the foregoing, Benefit Plans shall include, but not be limited to, the 1993 Stock Option Plan, the 1997 Equity Incentive Plan, as amended, or any other plan or arrangement to receive and exercise stock options or stock appreciation rights, supplemental pension plan, insured medical reimbursement plan, automobile benefits, executive financial planning, group life insurance plan, personal catastrophe liability insurance, medical, dental, accident and disability plans;

iv. relocation to any place more than 100 miles from the office regularly occupied by the Executive, except for required travel by the Executive on the Company’s business to an extent substantially consistent with the Executive’s business travel obligations at the time of a Change in Control;

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v. any material breach by the Company of any provision of this Agreement;

vi. any failure by the Company to obtain the assumption of this Agreement by any successor or assign of the Company; or

vii. any purported termination of the Executive’s employment by the Company which is not effected pursuant to a Notice of Termination satisfying the requirements of Section 15 below, and for purposes of this Agreement, no such purported termination shall be effective.

d. “The Company’s Aggregate Severance Liability,” as used herein, shall mean an amount (determined by the Auditors) equal to the aggregate of the Severance Cash Benefits payable to all employees of the Company party to written severance benefit agreements an the Effective Date, calculated as of the Effective Date instead of as of the dates of termination of such employees and in each case reduced by the applicable “parachute payment” reduction, if any, described in Section 8 hereof.

e. “The Company’s Market Capitalization,” as used herein, shall mean the sum of: (i) the product of (a) the total number of shares of common stock of the Company (the “Common Stock”) outstanding as of the Effective Date and (b) the last reported sale price on the Nasdaq Stock Market (or other market or exchange where the Common Stock is principally traded) of one share of Common Stock on the Effective Date; plus (ii) the products of (a) the total number of shares of each class of preferred stock of the Company (the “Preferred Stock”) outstanding on the Effective Date and (b) the liquidation value of one share of such class of Preferred Stock; plus (iii) the aggregate amount of outstanding indebtedness for borrowed money of the Company on the Effective Date; plus (iv) the aggregate amount of short and long-term liabilities of the discontinued operations of the Company as reflected on the Company’s most recently prepared quarterly balance sheet.

f. “The Executive’s Severance Cash Benefit as of the Effective Date,” as used herein, shall 7 Employee mean an amount (determined by the Auditors) equal to the Executive’s Severance Cash Benefit calculated as of the Effective Date rather than as of the Date of Termination, which calculation shall include the “parachute payment” reduction, if any, which would be made pursuant to Section 8 hereof.

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IN WITNESS WHEREOF, the parties hereto have set their hands and seals the day & year written above.

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