Exhibit 10.1



                          AGREEMENT AND GENERAL RELEASE

     This  Agreement  entered  in as of this 14th day of March, 2006 between the
following  "Parties:"  Donald Sproat, an individual residing within the State of
Florida  ("Sproat"),  Telzuit  Medical Technologies, Inc., a Florida Corporation
("Corporation")  and  Telzuit  Technologies, L.L.C., a limited liability Company
organized  in  the  State  of  Florida  ("Company");

Telzuit Medical Technologies, Inc., and Telzuit Technologies, L.L.C. are herein
referred to jointly as the "Entities".

1.   RECITALS.

     a.   RELATIONSHIP.  The  Parties  have  established  a  past  business
          relationship  with  each  other  in regard to the operation of Telzuit
          Medical Technologies, Inc. and Telzuit Technologies, L.L.C.'s business
          (hereinafter  referred  to  as  the  "Relationship")  as  follows:

               Telzuit  Medical  Technologies,  Inc.:  Sproat  held  the
               -------------------------------------
               positions  of Chairman, President, Chief Executive Officer, Chief
               Financial  Officer,  and  Director

               Telzuit  Technologies,  L.L.C.:  Sproat  held  the  positions  of
               ------------------------------
               Officer,  Manager  and  Director

     b.   TERMINATION  OF  RELATIONSHIP.  Each  of  the  parties  desires  to
          terminate  the Relationship between Sproat and the Corporation and the
          Company,  canceling  all  written  and oral contracts and arrangements
          between  them except for this Agreement and the Resignations and other
          documents  herein  described  that  have  been  agreed to on this date
          between  the Parties. Sproat agrees to return all company property and
          documents  in  his  possession  or  control.

     c.   CANCELLATION  OF  EMPLOYMENT  AGREEMENT.  The  parties hereto agree to
          terminate and cancel as of this date that certain Employment agreement
          entered  into  of  on or about January 3, 2005 between the Corporation
          and  Sproat.

     d.   RELEASED  CLAIMS.  The  purpose,  desire  and  intention  of  this
          Agreement  is  to  fully settle and forever resolve any and all: past,
          present  and  future  claims  Sproat  may  have  or  has  against  the
          Corporation,  the  Company  and  any and all of its or their officers,
          directors  or  agents;  past,  present  and  future  claims  that  the
          Corporation,  the  Company,  and any and all of its or their officers,
          directors and agents may have or has against Sproat in regards to, but
          not  limited  to: the Relationship, negligence, money damages (whether
          in  contract  or tort) or past debt (hereinafter collectively referred
          to as "Claims") arising from and/or relating directly or indirectly to
          the  Relationship.

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2.   PAYMENT.  In consideration for entering into this Agreement and conditioned
     upon  its  compliance,  the Corporation agrees to pay to Sproat as follows:

          i.   That amount  which  shall  equal  to  the  amount of salary, life
               insurance  premiums  and  automobile  allowance having been being
               paid to or for the benefit of Sproat with respect to the month of
               February,  2006  pursuant  to  that  certain Employment Agreement
               between the Corporation and Sproat (which Employment Agreement is
               being  cancelled  as  of  this date) until the date that it would
               have  expired  on  January  3,  2007. Such payments shall be paid
               monthly  in  advance  or  in  such  other  similar  manner as the
               Corporation  and  Sproat  shall  agree.

          ii.  Continued  health  insurance  benefits  (premiums)  as  per
               Sproat's  existing  employment  contract  until  the  expressed
               termination  date  of  the  contract  on  January  3,  2007.

3.   TERMINATION  AND  CANCELLATION  OF AGREEMENTS. All agreements, arrangements
     and relationships between the Corporation and the Company with Sproat shall
     hereby  be cancelled and terminated without further action as of this date,
     and without any further action or payment of any kind by any of the parties
     to the others ( with the exception of the payments described within Section
     2,  herein.


4.   GENERAL  RELEASE.  In  consideration  of  the  promises,  covenants,
     representations  and warranties set forth in this Agreement, Sproat and the
     Corporation and the Company, on behalf of themselves and on behalf of their
     heirs,  beneficiaries,  predecessors,  successors,  successors in interest,
     assigns,  insurers,  and  representatives,  joint  account  owners, and all
     persons,  firms,  companies,  associations  and/or  corporations  they  are
     connected  with,  do  hereby  release  and  forever  discharge  each other,
     including  their  respective  predecessors,  successors, assigns, partners,
     employees,  parents, subsidiaries, officers, directors, principals, agents,
     registered  representatives, insurers, sureties, and attorneys, who are, or
     may  ever  become,  liable  to  each  other, of and from any and all claims
     (including  claims  for bodily and/or emotional injury), demands, causes of
     action,  obligations,  damages,  losses, costs, fees, and expenses of every
     kind  and nature whatsoever, known or unknown, fixed or contingent, arising
     from,  or  in  any  way  related  to  the  Relationship  described  herein.

5.   LOCK-UP/LEAK-OUT  AGREEMENT.  To  facilitate  the  Agreement,  comply  with
     funding  requirements  and  in  consideration  of  the  direct and indirect
     benefits to be received from the Agreement by the Parties, Sproat agrees as
     follows:

<PAGE>

     (a)  During  the  period  from  this  date  until  January  3,  2007  (the
          "Lock-  Up  Period"),  Sproat  agrees  that  he  will not, directly or
          indirectly,  sell,  offer  to  sell, contract to sell, assign, pledge,
          hypothecate,  encumber  or  otherwise  transfer,  or  enter  into  any
          contract, option or other arrangement or understanding with respect to
          the  sale,  assignment,  pledge or other disposition of (collectively,
          the  "Transfer")  any  shares  of  common  stock, par value $0.001, of
          Telzuit  Medical  Technologies,  Inc.  (the  "Shares")  owned  and/or
          hereinafter  attained  by  Sprout.  The foregoing restriction has been
          expressly  agreed  to  so  as  to preclude Sproat from engaging in any
          hedging  or  other  transaction  during  the  Lock-Up  Period (that is
          designed  to or reasonably expected to lead to or result in a Transfer
          of  the  Shares)  or made with the intent to legally undermine some of
          Sproat's  rights  under  Rule  144  of the Securities Act of 1933 (the
          "Act").  Such  prohibited  hedging or other transaction would include,
          without  limitation, any short sale or any purchase, sale, or grant of
          any right (including, without limitation, any put or call option) with
          respect  to  the  Shares or with respect to any security (other than a
          broad-based  market  basket  or  index)  that  includes, relates to or
          derives  any significant part of its value from the Shares. Should the
          company  locate  a buyer for up to 250,000 shares, Sproat is permitted
          to  sell  shares  to  that  buyer.

     (b)  After January  3,  2007,  Sproat  is  permitted  to  sell,  offer  to
          sell,  contract  to  sell,  assign,  pledge,  hypothecate, encumber or
          otherwise  transfer,  or  enter  into  any  contract,  option or other
          arrangement  or  understanding  with  respect to the sale, assignment,
          pledge  or  other  disposition  in  accordance  with  Rule  144 of the
          Securities  Act  of  1933  (the  "Act").

     (c)  Sproat  agrees  and  consents  to:  (i)  the  entry  of  stop transfer
          instructions  with  the  Telzuit  Medical  Technologies, Inc. transfer
          agent  against  the  Transfer  of  Shares  held  by  Sproat  except in
          compliance  with  the terms and conditions of this Agreement; and (ii)
          the  entry of an injunction or other equitable relief so as to prevent
          the  violation  of  any  term  of  this  Agreement.

     (d)  The terms  of  this  Section  5  shall  not  apply to (i) dispositions
          by gift, will or by the laws of descent and distribution, or otherwise
          to  the  undersigned's  parents,  siblings,  spouse,  children,  or
          grandchildren,  (ii)  a  trust  for  the  benefit of the undersigned's
          parents,  siblings,  spouse,  children,  or  grandchildren,  (iii)  a
          partnership,  the  general  partner of which is Sproat or his parents,
          siblings,  spouse,  children,  or  grandchildren,  or a corporation or
          limited  liability  company,  a  majority  of whose outstanding equity
          securities  is  owned of record or beneficially by Sproat or by any of
          the  foregoing; provided that, in each case, such transferee agrees in
          writing  to  be  bound  by  the  terms  hereof.

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5.5  GRANTING  OF  OPTION  TO PURCHASE SHARES. During the Lock-Up Period, Sproat
     shall  grant  to  the Released Parties or a designee of the Corporation, an
     irrevocable  option  to purchase, in whole or in part, up to 250,000 shares
     of  common  stock, par value $0.001, of Telzuit Medical Technologies, Inc.,
     currently  owned  by  Sproat, for fifty cents ($.50) per share (hereinafter
     the  right  to purchase these 250,000 common shares shall be referred to as
     the  "Option").  Sproat  expressly  agrees  to  the terms and conditions of
     Section  5(c)  with respect to this Section 5.5 of the Agreement. Notice of
     the  Released  Parties'  exercising the Option or designee shall be made by
     contacting  Sproat  at:

Don Sproat
Address:              12812 Hunters Vista Blvd.
                      -------------------------
                      Orlando, FL 32837
                      -------------------------
Phone:                407-857-9466
                      -------------------------
Email:                dsproat@cfl.rr.com
                      -------------------------

6.   NO FURTHER  CLAIMS.  Sproat,  the Corporation and the Company covenants and
     agrees  never  to commence against the other any legal action or proceeding
     based  in  whole  or  in part upon the Claims, demands, allegations, and/or
     injuries  released  in  this  Agreement.

7.   NO ADMISSION.  This  Agreement  shall  not be considered as an admission of
     liability  by  the  Parties and by entering into this Agreement the Parties
     have  not  admitted the validity of any Claims herein released or at issue.

8.   BINDING  EFFECT. This Agreement shall be binding upon each Party's past and
     present  heirs, beneficiaries, successors, successors in interest, assigns,
     and  agents.

9.   GOVERNING  LAW.  This Agreement shall be interpreted in accordance with and
     governed  in  all  respects  by  the  law  of  the  State  of  Florida.

10.  CONFIDENTIALITY.  The  Parties  agree that the terms of this Agreement, and
     the  settlement  provided  for  herein,  shall  be  held  in  the strictest
     confidence  and  that  no discussion, statement, or publicity of any nature
     shall  be  made at any time with regard to the Agreement, settlement terms,
     payments),  release  or  other  issues  involved herein, except as shall be
     required  by law or regulation relating to the Corporation and the Company.
     Additionally,  Sproat  agrees, in consideration for the payments to be made
     by  the  Corporation,  that  he  will  maintain  complete  confidentiality
     regarding  information  relating  to  the  Corporation  and  its  products,
     services  and  business  and  trade  secrets,  unless  receiving  written
     permission  from the Corporation, for the period of twenty-four months from
     the  date  of  this  Agreement.

11.  ENTIRE  AGREEMENT. This Agreement contains the entire understanding between
     the  Parties  with  regard  to  the  matters  herein  set  forth.

<PAGE>

12.  INDEPENDENT  INVESTIGATION.  Each party hereto represents and declares that
     he and it has carefully read this Agreement, knows the contents thereof and
     has  signed  the Agreement freely and voluntarily. Each party has made such
     investigation  of all the facts pertaining to this Agreement and all of the
     matters  pertaining  thereto,  as  he  deems  necessary  and  HE AND IT HAS
     RECEIVED  INDEPENDENT  LEGAL ADVICE FROM HIS AND ITS ATTORNEYS with respect
     to  the advisability of making the settlement provided for herein, and with
     respect  to  the  advisability  of  executing  this  Agreement.

13.  NO REPRESENTATIONS.  No  person,  nor  officer,  agent,  partner, employee,
     representative, trustee, or attorney of either Party has made any statement
     or  representation  to  the  other  Party regarding any fact relied upon in
     entering  into  this Agreement and neither Party relies upon any statement,
     representation or promise of the other Party in executing this Agreement or
     in  making  the  settlement  provided  for herein, except as stated herein.

14.  MUTUAL  DRAFTING.  Each  Party  warrants and represents that any statute or
     rule  of  construction  (that  ambiguities  are  to be resolved against the
     drafting  party) shall not be employed in interpretation of this Agreement.

15.  FUTURE COOPERATION. The Parties agree that each Party will execute all such
     further  and  additional  documents  as  shall  be  reasonable, convenient,
     necessary,  or  desirable  to  carry  out the provisions of this Agreement.

16.  SEVERANCE.  Should  any  provision  of this Agreement be held by a court of
     competent  jurisdiction  to  be invalid, void or unenforceable for whatever
     reason,  the  remaining  provisions  not  so  declared shall, nevertheless,
     continue  in  full  force  and effect, without being impaired in any manner
     whatsoever.

17.  COUNTERPARTS.  This  Agreement  and  Release  may  be  executed  in several
     counterparts,  in  one  or  more  separate documents, all of which together
     shall constitute one of the same instrument, with the same force and effect
     as  though  all  the  Parties  had  executed  the  same  document.

18.  CAPTIONS.  Paragraph  titles or captions contained herein are inserted only
     as  a matter of convenience and for reference, and in no way define, limit,
     extend,  or  describe  the  scope  of  this  Agreement.

19.  COSTS.  This  Agreement shall include any and all claims any party may have
     for  costs  and/or  attorney fees relating to this Agreement and the Claims
     released  herein.

<PAGE>

                                    TELZUIT MEDICAL TECHNOLOGIES, INC.

                                    /s/ Warren Stowell                  3/14/06
                                    -------------------------------------------
                                    By: Warren Stowell
                                    Its:

                                    TELZUIT TECHNOLOGIES, L.L.C.

                                    /s/ James Tolan                      3/14/06
                                    --------------------------------------------
                                    By: James Tolan
                                    Its:

                                    Donald Sproat

                                    /s/ Donald Sproat                    3/14/06
                                    --------------------------------------------

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