Exhibit 10.3



                              CONSULTING AGREEMENT

     This  Consulting Agreement (the "AGREEMENT"), effective as of September 19,
2005,  is  by  and between TELZUIT MEDICAL TECHNOLOGIES, INC. (the "COMPANY"), a
Florida  corporation  having  its  principal office at 5422 Carrier Drive, Suite
306,  Orlando, Florida 32819 and WARREN D. STOWELL, an individual maintaining an
address  at                                                (the  "CONSULTANT").
           -----------------------------------------------

                             BACKGROUND INFORMATION

     The  Company  is  in  the  business  of researching, designing, developing,
marketing  and  selling  ambulatory  medical devices and services, and wishes to
expand  it  business  by  developing,  owning and operating medical clinics (the
"CLINICS").  Consultant  has expertise in owning, operating and building medical
clinics.  The Company wishes to engage the consulting services of the Consultant
for  a  definite  period  of  time  and upon the particular terms and conditions
hereinafter  set  forth.  The  Consultant  is  willing  to  be  so  engaged.
Accordingly,  the  parties  agree  as  follows:

                              OPERATIVE PROVISIONS

     1.     Engagement  and  Term.  The  Company  hereby  retains  and  engages
            ---------------------
Consultant  and  the  latter  hereby agrees to render consulting services to the
Company  for  a  period  of  six (6) months commencing on September 19, 2005 and
ending  on  March  19,  2006,  unless  sooner terminated as herein provided (the
"INITIAL  TERM").  Thereafter,  this Agreement may be renewed for additional six
(6)  month  terms  upon  the written agreement of the parties (each a "SUCCESSOR
TERM").  Each party agrees to notify the other party in writing at least fifteen
(15) days prior to the expiration of this Agreement of its intention to renew or
not  to  renew  this  Agreement.

     2.     Cancellation.  The  Company  or  Consultant  may  terminate  this
            ------------
Agreement  at any time, for any reason or no reason, by providing written notice
thereof  to  the  other  party  in  accordance  with  Section  9(a)  below.
                                                      -------------

     3.     Duties.  During  the  term  of  this  Agreement,  whether Initial or
            ------
Successor,  the  Consultant  shall provide consulting services to the Company in
the  area of general project management related to the development and operation
of the Clinics.  As an independent contractor, the Consultant shall consult with
the  Company's  Board  of  Directors regarding operations, personnel, marketing,
concept  development,  customer  development,  financing  and strategic business
planning at the appropriate times as determined by the parties (the "SERVICES").
The  Consultant shall provide all transportation and equipment necessary for the
performance  of  such  Services;  comply  with  all  laws and regulations of any
governing  body  having  jurisdiction  over  the  performance  of  Consultant's
Services;  and  shall  determine  the  means  and  manner  of performance of any
Services  rendered  pursuant  to  this  Agreement.  Consultant  shall spend that
amount  of time which, in his, her or its sole judgment, is necessary to provide
the  Services  hereunder.

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     4.     Consideration.
            -------------

            a.   Remuneration.  As  consideration  for the Consultant's services
                 ------------
hereunder,  Consultant  shall  receive  a fee of Ten Thousand and No/100 Dollars
($10,000)  per  month  for  the  term of this Agreement and any renewal thereof.
Monthly  fees  are  payable  in  advance  on  the  first of each month.  If this
Agreement  is  cancelled  pursuant  to  Section 2, the Company shall be under no
further  obligation  under  this  Agreement for, and the Consultant shall not be
entitled  to  receive,  any  other  payments under this Agreement except for any
accrued,  unpaid remuneration (as calculated on a pro rata basis) as of the date
of  any  cancellation  of  this  Agreement.

            b.   No  Employee  Salary or Benefits.  The Consultant is engaged in
                 --------------------------------
his,  her  or  its  own  independent business and neither the Consultant nor its
employees  shall  receive  a  salary  or  other employment compensation from the
Company  for  the Services, nor shall Consultant be eligible for, or participate
in,  any  pension,  health  or  other  fringe  benefit  plan  of  the  Company.

            c.   Expenses.  Except  as  otherwise  specified  herein,  or as set
                 --------
forth  in a separate written instrument executed by the Company's President, the
Consultant  shall  be  solely  responsible for satisfying all of his, her or its
expenses  incurred  in  performing  his,  her  or  its  duties  hereunder.

            d.   Taxes.  The  Consultant  understands  that the Company will not
                 -----
withhold  any  federal  or  local  payroll or income taxes from the compensation
payable  to  the  Consultant hereunder and the Consultant understands that it is
his, her or its obligation to make all deposits of federal, state or local taxes
payable  as  a result of the compensation that he, she or it receives hereunder.
The  Consultant  shall  withhold  all federal, state and local payroll or income
taxes  from  the  compensation  that  the  Consultant  pays  to  his, her or its
employees,  if  any.


     5.     Independent  Contractor Status.  Consultant shall, at all times, and
            ------------------------------
for  all  purposes,  be  deemed  an  independent  contractor with respect to the
Company.  Accordingly,  Consultant  and  the  Company acknowledge the following:

            a.   Consultant  shall  not  be deemed to be employed by the Company
for  purposes  of  the  Federal  Social Security Act or any federal or state law
concerning  employment,  compensation  for  employment  services  rendered  or
insurance  for  injuries  sustained  in  the  performance  of  its services, and
Consultant  shall  be  required to file all tax forms required of an independent
contractor  and shall be solely responsible for the payment and reporting of any
taxes  due  on  whatever  remuneration  is  paid  by  the  Company to Consultant
hereunder;

            b.   Consultant  is  engaged  in  his,  her  or  its own independent
business;  accordingly,  Consultant  shall  not  be  eligible for, and shall not
participate in, any pension, health or other fringe benefit plan of the Company;
and

            c.   Consultant  shall  have  unilateral  control over the manner in
which  it shall provide the consulting services herein contracted for, inclusive

<PAGE>

of  work schedule and the location and operation of any business office, and the
Company  shall  have  no  direct or implied authority over Consultant's work nor
supervisory  power over the procedures employed by the Consultant, other than to
assure  itself with regard to the Consultant's adherence to reasonable standards
for  the  conduct  of  the  Services  contracted  for  hereunder.

     6      No Authority to Bind the Company. The Consultant has no authority to
            --------------------------------
enter into  any  contract  or  agreement  on  behalf of the Company and shall
not hold himself  out  to  the  public  as  an  employee  of  the  Company.

     7.     Non-Disclosure;  Prohibited  Activities.
            ---------------------------------------

            a.   Proprietary  Information.  During  or  after the termination of
                 ------------------------
this Agreement (including expiration upon non-renewal), the Consultant shall not
communicate  or  divulge  to,  or  use  for  the  benefit  of,  any  individual,
association, partnership, trust, corporation or other entity except the Company,
any  Proprietary Information of the Company received by the Consultant by virtue
of performing his duties under this Consulting Agreement, without first being in
receipt  of  the  Company's  written  consent  to  do  so.  For purposes of this
Agreement,  the  term "Proprietary Information" includes, but is not limited to,
(i)  any  and  all  trade  secrets  concerning  the  business and affairs of the
Company,  product  specifications,  data,  know-how,  formulae,  compositions,
processes, designs, sketches, photographs, graphs, drawings, samples, inventions
and  ideas,  past,  current  and  planned  research and development, current and
planned  distribution  methods  and  processes,  customer  lists,  current  and
anticipated  customer requirements, price lists, market studies, business plans,
computer  hardware,  software  and  computer software and database technologies,
systems,  structures  and  architectures;  (ii)  all  information concerning the
business  and  affairs  of  the  Company  (which includes historical and current
financial  statements,  financial  projections  and  budgets,  tax  returns  and
accountants' materials, historical, current and projected sales, business plans,
strategic  plans,  marketing  and  advertising  plans,  publications, client and
customer  lists and files, contracts, the names and backgrounds of key personnel
and  personnel  training  techniques and materials, however documented), and all
information  obtained  from  review  of  the  Company's documents or property or
discussions  with  the  Company regardless of the form of the communication; and
(iii)  all  notes, analyses, compilations, studies, summaries and other material
prepared  by  the  Consultant  to the extent containing or based, in whole or in
part,  upon  any  information  included  in  the  foregoing.

            b.   Exceptions.  The restrictions on the Consultant's disclosure of
                 ----------
the  Company's  Proprietary  Information  set  out  herein  do not apply to such
information  which  (i) is now, or which hereafter, through no act or failure to
act  on  the part of the Consultant becomes, generally known or available to the
public; or (ii) is required to be disclosed by a court of competent jurisdiction
or  by  an  administrative  or  quasi-judicial body having jurisdiction over the
subject  matter  after  the  Consultant  has  given the Company reasonable prior
notice  of  such  disclosure  requirement.

            c.   Non-Solicitation.  Consultant  agrees  that  during the term of
                 ----------------
this  Agreement  and during the one (1) year period following the termination of
such  Agreement  (including  expiration  upon non-renewal), the Consultant shall
not,  directly or indirectly solicit or hire any employee of the Company (or its
subsidiaries)  employed  by  the Company on the date the Consulting Agreement is

<PAGE>

terminated or during the six (6) month period of time immediately preceding such
date.  Those  employees  who  directly  worked for the Consultant prior to being
employed  by the Company or those persons employed by the Company on a temporary
basis at the direction of the Consultant shall not be restricted for hire by the
Consultant  at  any  time.

            d.   Enforcement.   The   Consultant   acknowledges   that   (i)
                 -----------
Proprietary Information  is  a  valuable  asset  of  the Company and use of such
Proprietary Information  would  allow the Consultant to unfairly compete against
the Company; (ii)  the  restrictions  contained in this Agreement are reasonable
in scope and  are  necessary  to  protect the Company's legitimate interests  in
protecting  its  business;  and  (iii)   any  violation   of  the   restrictions
contained  in  this  Agreement  will  cause  significant and irreparable harm to
the Company for which the  Company  has  no  adequate remedy at law. The parties
agree  that  damages  at law,   including,  but   not   limited   to,   monetary
damages,  will   or  may be  an  insufficient   remedy  to  the Company and that
(in addition  to  any remedies  that are  available  to  Company,  all  of which
shall be deemed  to be cumulative  and  retained  by  Company  and not waived by
the enforcement  of any  remedy  available hereunder)  the  Company  shall  also
be  entitled to  obtain  injunctive relief, including,  but  not  limited  to, a
temporary  restraining  order,  a temporary  or   preliminary  injunction   or a
permanent  injunction,  to enforce  the provisions of this Agreement, as well as
an equitable  accounting  of and  constructive trust  for all  profits  or other
benefits arising out  of or related to any such violation, all  of  which  shall
constitute rights and remedies to which the Company may be entitled.

            e.   Divisibility  of Covenant Period.  If any covenant contained in
                 --------------------------------
this  Agreement  is held to be unreasonable, arbitrary or against public policy,
such  covenant  shall  be  considered divisible as to time, such that each month
within the specified period shall be deemed a separate period of time, resulting
in  an  intended  requirement  that the longest lesser time determined not to be
unreasonable,  arbitrary  or against public policy shall remain effective and be
specifically  enforceable  against  the  Consultant.

            f.   Intent  of  Parties; Survival.  The covenants of the Consultant
                 -----------------------------
contained  in this Section 7 shall be construed as agreements independent of any
                   ---------
other  provision  of  Consultant's  engagement  (including engagement under this
Agreement), and the existence of any claim of the Consultant against the Company
shall not constitute a defense to the enforcement by the Company of any covenant
contained  in  this  section.  The  covenants  contained in this Section 7 shall
                                                                 ---------
survive  termination, expiration, non-renewal or cancellation of this Agreement.

     8.     Release;  Indemnification.  Consultant  hereby voluntarily releases,
            -------------------------
forever,  discharges,  and agrees to hold harmless and indemnify the Company and
its  agents,  officers,  directors, and owners from any and all expenses, costs,
damages and liability which any indemnitee may suffer or sustain, including, but
not  limited  to, litigation expense and legal fees, which are related to, arise
out of, or are in any way connected with Consultant's provision of the Services.

<PAGE>

     9.     Miscellaneous  Provisions.
            -------------------------

            a.   Notices.  All  notices under this Agreement shall be in writing
                 -------
and  shall  be  considered  as properly given or made if hand delivered, sent by
certified mail, overnight delivery service, facsimile or e-mail and addressed to
the  location  set  forth  in  the  preamble  to this Agreement or to such other
address  as  any party may have designated by like notice furnished to all other
parties  hereto.  All  notices,  except  change  of  address,  shall  be  deemed
effective  when  deposited in the U.S. mail, received by an overnight carrier or
other  delivery  service or, when sent by facsimile or e-mail, when confirmation
of  delivery  is  obtained by the sender.  Notices of change of address shall be
deemed  given  when  received.

            b.   Entire Agreement.  This Agreement sets out the entire agreement
                 ----------------
between  the  parties  hereto  on  the  subject matter hereof and supersedes and
replaces  any  and  all prior agreements, understandings or arrangements between
the  parties,  written  or  oral,  with  respect  to  the subject matter hereof.

            c.   Amendments;  Waivers.  No  amendment, modification or discharge
                 --------------------
of this Agreement, and no waiver hereunder, shall be valid or binding unless set
forth  in  writing and duly executed by the parties to this Agreement.  Any such
waiver  shall  constitute  a  waiver  only  with  respect to the specific matter
described  in  such  writing  and shall in no way impair the rights of the party
granting  such  waiver  in  any  other  respect  or  at  any  other  time.

            d.   Headings;  Counterparts.  The  headings  of  this Agreement are
                 -----------------------
inserted  for purposes of convenience and identification only, and are in no way
intended  to describe, interpret, define or limit the scope, extent or intent of
this Agreement.  This Agreement may be executed in several counterparts, each of
which  shall  be deemed an original and all of which shall, together, constitute
one  and  the same instrument.  The exchange of copies of this Agreement and any
ancillary  agreements,  and  of signature pages, by facsimile transmission shall
constitute  effective  execution and delivery of this Agreement or the ancillary
agreements,  as  applicable,  as  to  the parties and may be used in lieu of the
original  Agreement  or  ancillary  agreements, as applicable, for all purposes.
Signatures  of  the parties transmitted by facsimile shall be deemed to be their
originals  for  all  purposes.

            e.   Severability.  Every  provision  of this Agreement is intended
                 ------------
to be severable.  If any term or provision hereof is illegal or invalid for any
reason whatsoever,  such  illegality or invalidity shall not affect the validity
of the remainder  of  this  Agreement

            f.   Assignment.  This Agreement, including, but  not limited to the
                 ----------
agreements   contained   in   Section   7   regarding   confidentiality   and
                              -----------
non-solicitation,  shall  be assignable by the Company without the prior written
consent  of the Consultant.  This Agreement shall inure to the benefit of and be
enforceable  by  the  successors  and  assigns  of  the  Company,  including any
successor or assign to all or substantially all of the business and/or assets of
the  Company,  whether  direct  or indirect, by purchase, merger, consolidation,
acquisition  of  stock  or otherwise.  This is a personal service contract which
shall  not  be  assignable  by  the  Consultant.

            g.   Choice  of Law; Venue; Jurisdiction.  The undersigned expressly
                 -----------------------------------
agree,  to the extent not otherwise barred by applicable law, that all terms and
provisions  hereof  shall  be  governed, interpreted and construed in accordance

<PAGE>

with  the  laws of the State of Florida, and that venue, for all purposes, shall
lie  in Orange County, Florida.  The parties further agree that, irrespective of
any  wording that might be construed to be in conflict with this paragraph, this
Agreement  is  one  for  performance  in Florida.  The parties to this Agreement
hereby  agree  that each waives any objection, whether constitutional, statutory
or  otherwise,  to  a  Florida  court taking jurisdiction of any dispute between
them.  By  entering  into this Agreement, each party understands that he, she or
it  might  be  called  upon  to  answer  a  claim  asserted  in a Florida court.

            h.   Legal  Fees  and  Costs.  If a legal action is initiated by any
                 -----------------------
party  to  this  Agreement against the other party arising out of or relating to
the  alleged  performance  or  non-performance  of  any  right  or  obligation
established  hereunder, any and all fees, costs and expenses reasonably incurred
by  each  successful party or its legal counsel in investigating, preparing for,
prosecuting,  defending  against,  or providing evidence, producing documents or
taking  any  other  action in respect of, such action shall be the obligation of
and  shall  be  paid  or  reimbursed  by  the  unsuccessful  party.

            i.   Waiver.  The  waiver  by  the  Company  of  a   breach  of this
                 ------
Agreement shall  not   be construed as  a waiver of any subsequent breach by the
Consultant.   The   refusal  or   failure   of   the   Company  to  enforce  the
restrictive  covenants  contained  herein   or contained  in any  other  similar
agreement against any  other employee, agent,  or independent  contractor of the
Company, for  any reason,  shall not  constitute  a  defense  to the enforcement
of  this  Agreement  by  the Company against  the  Consultant, nor shall it give
rise  to   any  claim  or  cause  of  action  by  such  Consultant  against  the
Company.

            j.   Acknowledgments.  The Consultant acknowledges that he, she or
                 ---------------
it has been provided with a copy of this Agreement for review prior to signing
it, that the  Company  has  encouraged  the Consultant to have this Agreement
reviewed by his, her or its attorney prior to signing it and that the Consultant
understands the  purposes  and  effects  of  this  Agreement.

            k.   Execution of Additional Documents.  Each party hereto agrees to
                 ---------------------------------
execute and deliver such documents as may be necessary or desirable to carry out
the  provisions  of  this  Agreement.

<PAGE>

     IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as
of  this  17th  day  of  February,  2006.

                                     TELZUIT  MEDICAL  TECHNOLOGIES,  INC.


                                     By: /s/  Don  Sproat
                                         --------------------------------------
                                         Don  Sproat,  Chief  Executive  Officer


                                     CONSULTANT


                                          /s/  Warren  D.  Stowell
                                          --------------------------------------
                                          Warren  D.  Stowell








                    [Signature Page to Consulting Agreement]

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