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    EXHIBIT
      10.1

    


    AMENDMENT
      NUMBER SIX

    TO
      EMPLOYMENT AGREEMENT

    


    


    This
      Amendment Number Six between Louis P. Scheps (“Mr. Scheps”) and CAS Medical
      Systems, Inc. (“CAS”) amends an Employment Agreement dated as of September 1,
      1993 between Mr. Scheps and CAS, as amended prior to the date hereof (the
“Agreement”). Except as otherwise specifically provided in this Amendment the
      Employment Agreement remains in full force and effect.

    


    
      	1.  	
              Term

            


    

    


    The
      first
      two sentences of Section 1 of the Agreement are deleted and the following is
      substituted in their place:

    


    “Mr.
      Scheps shall be employed by CAS as President and Chief Executive Officer, and
      shall serve as a director of CAS if elected by CAS’ stockholders, from this date
      hereof through March 31, 2007. Mr. Scheps will serve as a part-time employee
      in
      a senior executive role from April 1, 2007 through March 31, 2009 and will
      remain as a Director of CAS if elected by CAS’ stockholders. Mr. Scheps will
      continue to serve as Chairman of the Board during the term of this agreement
      (date hereof through March 31, 2009) if elected as such by the Board of
      Directors.”

    


      2. Compensation/Benefits

    


    Section
      2
      of the Agreement is modified to reflect as of October 1, 2005 that Mr. Scheps
      will be compensated at an annual salary of $275,000. Commencing April 1, 2007
      through March 31, 2009 Mr. Scheps will be compensated at an annual salary of
      $100,000.

    


    
      	 	 	
              Section
                5 of the Agreement is modified to reflect the following - From October
                1,
                2005 to October 1, 2007 the Company will maintain life insurance
                coverage
                for Mr. Scheps naming Mr. Scheps as the insured party in an amount
                not
                less than $250,000. Further, the Company will use commercially reasonable
                efforts to secure continuation of Mr. Scheps Company paid life insurance
                for the period October 1, 2007 to March 31, 2009 in amounts commensurate
                with existing coverage of $250,000.


            


    

    


    Mr.
      Scheps in the capacity described herein shall be entitled to all health benefits
      and other benefits afforded other officers of the Company.

    


    


    3.
      Termination

    


    The
      following replaces in its entirety that portion of Section 3 of the Agreement
      added by the September 1998 Amendment Number 1 of the Agreement:

    


    “If
      a
      Change of Control occurs and Mr. Scheps’ employment terminates for any reason
      after such Change of Control occurs, including termination by Mr. Scheps, Mr.
      Scheps will be paid a lump sum of $275,000 within ten (10) days of such
      termination. Notwithstanding anything herein to the contrary if the Change
      of
      Control occurs on or after April 1, 2007, Mr. Scheps will be entitled to
      $100,000, rather than $275,000, except that if an agreement of sale or merger
      agreement is executed while Mr. Scheps is being paid at the $275,000 rate but
      the Change of Control is not consummated until after April 1, 2007 then his
      payment under this provision will be equal to $275,000 rather than
      $100,000.

    


    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    


    


    “Change
      of Control” means (i) a sale of all or substantially all of CAS’ assets, (ii) a
      merger involving CAS in which the CAS stockholders prior to the merger control
      less than fifty percent of the voting stock of the surviving entity, (iii)
      a
      sale by the CAS stockholders to an acquirer or acquirers action in concert
      of
      more than a majority of the then outstanding stock of CAS owned by the CAS
      stockholders, or (iv) any event similar to any of the foregoing.”

    


    


    


    


    IN
      WITNESS of the foregoing, the parties have executed this Amendment Number Six
      as
      of September 1, 2005.

    


    


    


    


    


    


    


    /s/
      Louis
      P. Scheps

      
        

      

    

    Louis
      P.
      Scheps

    


    


    


    CAS
      MEDICAL SYSTEMS, INC.

    


    


    By:
      /s/
      Jeffery A.Baird

      
        

      

    

    Jeffery
      A. Baird

    Chief
      Financial Officer