EXHIBIT 10.1
                                                                    ------------

                                 FIRST AMENDMENT
                                       TO
                              EMPLOYMENT AGREEMENT

         This First Amendment to Employment Agreement (the "First Amendment") is
made the 29th day of December, 2008, between CAS Medical Systems, Inc., a
Delaware corporation (the "Company"), and Andrew Kersey (the "Employee").

         WHEREAS, the Company previously entered into an Employment Agreement
with the Employee dated March 16, 2007 (the "Employment Agreement"); and

         WHEREAS, in light of changes to the law concerning severance and
deferred compensation, including Internal Revenue Code Section 409A and related
Treasury Regulations, the Company and the Employee wish to amend the Agreement
by this First Amendment to clarify certain provisions in the Agreement.

         NOW THEREFORE, the following Sections of the Agreement are hereby
amended as follows:

1.       Section 5 of the Agreement is amended by the addition of the following
at the end thereof.

         "Any bonus payable hereunder shall be paid by no later than the 15th
         day of the third month following the end of the calendar year in which
         the right to the bonus is no longer subject to a substantial risk of
         forfeiture (as defined for purposes of Internal Revenue Code Section
         409A, including Treasury Regulations Section 1.409A-1(d))."

2.       Section 9(b) of the Agreement is deleted in its entirety and the
following substituted therefor:

                  "(b) Termination by Employee for Good Reason. The Employee may
         terminate his employment and the Term of Employment in the event of
         "Good Reason." Termination for Good Reason means a resignation of
         employment and Separation from Service (as defined for purposes of
         Internal Revenue Code Section 409A) within 120 days following the
         initial existence of one or more of the following conditions arising
         without the Employee's consent:

                           (i) a material reduction in the Employee's base
                  salary or benefits, other than an across-the-board reduction
                  affecting all members of senior management;

                           (ii) a material reduction in the Employee's duties
                  and significant responsibilities hereunder (not including
                  reasonable changes in title or in corporate structure); or
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                           (iii) a material breach of this Agreement by the
                  Company (which shall include a failure to make payments due
                  hereunder);

         provided, in any such case, that (1) a prior written notice specifying
         the reasons within sixty (60) after the initial existence of the
         condition and an opportunity to cure such condition (if curable) shall
         be afforded the Company, and (2) "Good Reason" shall exist only if the
         Company shall fail to cure such condition within 31 days after its
         receipt of such prior written notice. In addition, until the actual
         Separation from Service the Employee must remain willing and able to
         continue to perform services in accordance with the terms of this
         Agreement and the Employee must not be in breach of any of the
         Employee's obligations hereunder."

3.       Section 9(e) of the Agreement is deleted in its entirety and the
following substituted therefor:

                  "(e) Effect of Termination Without Serious Cause or With Good
         Reason. If the Company terminates the Term of Employment and the
         Employee's employment herein without Serious Cause or the Employee
         terminates the Term of Employment and his employment hereunder for Good
         Reason, and, in either case, the Employee's employment is terminated
         under circumstances constituting an Involuntary Separation from Service
         within the meaning of Treasury Regulations Section 1.409A-1(n) other
         than within the period beginning on the date that a Change in Control
         is formally proposed to the Company's Board of Directors and ending on
         the second anniversary of the date on which such Change of Control
         occurs, the Company shall pay the Employee a separation pay benefit
         (the "Severance Payments") equal to six (6) months of the Employee's
         annual rate of base salary (as of the Employee's Separation from
         Service date) and will make available a subsidized healthcare benefit,
         as described below.

                           (1) Payment of the Severance Payments shall commence
                  as of the Employee's Separation from Service date, and shall
                  continue thereafter in equal fixed installments over a six
                  month period in accordance with the Company's standard payroll
                  procedures and normal payroll dates then in effect.

                           (2) In the event the value of the Severance Payments
                  shall exceed two times the lesser of the Employee's annualized
                  compensation or the maximum amount that may be taken into
                  account for qualified plan purposes (in each case, as
                  determined in accordance with Treasury Regulation Section
                  1.409A-1(b)(9)(iii)(A)), the excess shall not be paid as
                  provided in (1), above, but instead shall be withheld and paid
                  on the first regularly scheduled payroll date immediately
                  following the date that is six months after the Employee's
                  Separation from Service date, without adjustment for the delay
                  in payment.

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                           (3) In no event shall Severance Payments be
                  accelerated, nor shall the Employee be eligible to defer
                  payment of Severance Payments to a later date.

                           (4) If COBRA continuation coverage under any Company
                  healthcare plan is elected by the Employee, the Company shall
                  provide such coverage on the same terms with respect to
                  employee cost and employer subsidy as was being made available
                  to the Employee immediately prior to his Separation from
                  Service for the period of the COBRA coverage or six months,
                  whichever is shorter.

                  In addition, the Employee will be entitled to prompt payment
         of (A) any accrued but unpaid salary and vacation, (B) any earned but
         unpaid bonus from a prior fiscal year (subject, if applicable, to the
         terms of any deferred compensation arrangements), and (C) reimbursement
         of business expenses incurred prior to the date of termination, and all
         of the Employee's equity-linked grants (e.g., stock options, restricted
         stock) shall immediately accelerate and vest in full."

4.       Section 10(a) of the Agreement is deleted in its entirety and the
following substituted therefor:

                  "(a) Effect of Termination. If the employment of the Employee
         is terminated by the Company (or a successor thereto) without Serious
         Cause or the Employee terminates employment with the Company (or a
         successor thereto) for Good Reason, and, in either case, the Employee's
         employment is terminated under circumstances constituting an
         Involuntary Separation from Service within the meaning of Treasury
         Regulations Section 1.409A-1(n) and within the period beginning on the
         date that a Change of Control is formally proposed to the Company's
         Board of Directors and ending on the second anniversary of the date on
         which such Change of Control occurs, the Company shall pay the Employee
         a separation pay benefit (the "Change of Control Severance Payments")
         equal to the Employee's annual base salary (as of the Employee's
         Separation from Service date) and will make available a subsidized
         healthcare benefit, as described below.

                           (1) Payment of the Change of Control Severance
                  Payments shall commence as of the Employee's Separation from
                  Service date, and shall continue thereafter in equal fixed
                  installments over a one year period in accordance with the
                  Company's standard payroll procedures and normal payroll dates
                  then in effect.

                           (2) In the event the value of the Severance Payments
                  shall exceed two times the lesser of the Employee's annualized
                  compensation or the maximum amount that may be taken into
                  account for qualified plan purposes (in each case, as
                  determined in accordance with Treasury Regulation Section
                  1.409A-1(b)(9)(iii)(A)), the excess shall not be paid as
                  provided in (1), above, but instead shall be withheld and paid
                  on the first regularly scheduled payroll date immediately
                  following the date that is six months after the Employee's
                  Separation from Service date, without adjustment for the delay
                  in payment.

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                           (3) In no event shall Change of Control Severance
                  Payments be accelerated, nor shall the Employee be eligible to
                  defer payment of Change of Control Severance Payments to a
                  later date.

                           (4) If COBRA continuation coverage under any Company
                  healthcare plan is elected by the Employee, the Company shall
                  provide such coverage on the same terms with respect to
                  employee cost and employer subsidy as was being made available
                  to the Employee immediately prior to his Separation from
                  Service for the period of the COBRA coverage or one year,
                  whichever is shorter.

                  In addition, the Employee will be entitled to prompt payment
         of (A) any accrued but unpaid salary and vacation, (B) any earned but
         unpaid bonus from a prior fiscal year (subject, if applicable, to the
         terms of any deferred compensation arrangements), and (C) reimbursement
         of business expenses incurred prior to the date of termination.

                  If any portion of the payments which the Employee has the
         right to receive from the Company, or any affiliated entity or
         successor, hereunder would constitute "excess parachute payments" (as
         defined in Section 280G of the Internal Revenue Code) subject to the
         excise tax imposed by Section 4999 of the Internal Revenue Code, such
         excess parachute payments shall be reduced to the largest amount that
         will result in no portion of such excess parachute payments being
         subject to the excise tax imposed by Section 4999 of the Internal
         Revenue Code. In the event a reduction must be in accordance with this
         paragraph, Change in Control Severance Payments shall be reduced to the
         extent necessary.

                  The Employee will not be entitled to any benefits or other
         entitlements under this section unless a Change of Control actually
         occurs. Any amounts payable pursuant to this Section 10 shall not
         duplicate amounts payable under Section 9 and vice versa."

5.       New Section 21 is hereby added to the Agreement to read as follows:

         "SECTION 21. INTERNAL REVENUE CODE SECTION 409A COMPLIANCE.

                  (a) The parties hereto recognize that certain provisions of
         this Agreement may be affected by Section 409A of the Internal Revenue
         Code and guidance issued thereunder, and agree to amend this Agreement,
         or take such other action as may be necessary or advisable, to comply
         with Section 409A. The parties hereto intend that the Agreement, as
         amended, be consistent with IRS Notice 2007-78, IRS Notice 2007-86 and
         other Internal Revenue Code Section 409A transition relief, and it
         shall be interpreted accordingly.

                  (b) Notwithstanding anything herein to the contrary, it is
         expressly understood that at any time the Company (or any successor or
         related employer treated as the service recipient for purposes of
         Internal Revenue Code Section 409A) is publicly traded on an
         established securities market (as defined for purposes of Internal
         Revenue Code Section 409A), if a payment or provision of an amount or

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         benefit constituting a deferral of compensation is to be made pursuant
         to the terms of this Agreement to the Employee on account of a
         Separation from Service at a time when the Employee is a Specified
         Employee (as defined for purposes of Internal Revenue Code Section
         409A(a)(2)(B)(i)), such deferred compensation shall not be paid to the
         Employee prior to the date that is six (6) months after the Separation
         from Service or as otherwise permitted under Treasury Regulations
         Section 1.409A-3(i)(2).

                  (c) For purposes of this Agreement, the following definitions
         shall apply:

                  (i) "Separation from Service" means, generally, a termination
         of employment with the Company (or any successor or related employer
         treated as the service recipient for purposes of Internal Revenue Code
         Section 409A), and shall have the same meaning as such term has for
         purposes of Internal Revenue Code Section 409A (including Treasury
         Regulation Section 1.409A-1(h)).

                  (ii) "Involuntary Separation from Service" means a Separation
         from Service due to the independent exercise of the unilateral
         authority of the Company (or any successor or related employer treated
         as the service recipient for purposes of Internal Revenue Code Section
         409A) to terminate the Employee's employment, other than due to the
         Employee's implicit or explicit request, where the Employee was willing
         and able to continue to employment with the Company. Notwithstanding
         the foregoing, a termination for Good Reason may constitute an
         Involuntary Separation from Service. Involuntary Separation from
         Service shall have the same meaning as such term has for purposes of
         Internal Revenue Code Section 409A (including Treasury Regulation
         Section 1.409A-1(n))."

All of the other terms and conditions of the Employment Agreement shall remain
in full force and effect.

         IN WITNESS WHEREOF, the parties have entered into this First Amendment
as of the date first above written.

                                        CAS MEDICAL SYSTEMS, INC.


                                        By: /s/ Louis P. Scheps
                                            -------------------------
                                            Name:  Louis P. Scheps
                                            Title: Chairman of the Board


                                        /s/ Andrew Kersey
                                        -----------------------------
                                        Andrew Kersey




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