EXHIBIT 10.03


                              EDUCATIONAL MARKETING
                              ---------------------

                            MASTER SERVICES AGREEMENT
                            -------------------------


THIS  MEDICAL  EDUCATION  MASTER  SERVICES  AGREEMENT  ("Agreement") is made and
entered  into  effective as of AUGUST 7, 2005 ("Effective Date"), by and between
ALPHAMEDICA,  INC., a DELAWARE corporation (hereinafter "Vendor") with an office
and  principal  place  of business at 220 WHITE PLAINS ROAD, TARRYTOWN, NEW YORK
10591.  ("Vendor");  and  TELZUIT  MEDICAL TECHNOLOGIES, INC. with an office and
place  of  business  at  5422  CARRIER DR. STE 306 ORLANDO, FL 32819 ("Client").


                                    RECITALS


WHEREAS,  Vendor  has  the  ability  to develop, implement and/or manage various
promotional and non-promotional projects and meetings involving investigators or
healthcare,  professionals,  including,  but  not  limited  to,  symposia,  peer
discussions,  speakers training, speaker events, and developing, creating and/or
distributing  publications  and  materials for a variety of purposes relating to
healthcare,  medical  devise,  and  pharmaceuticals  generally,  or  Client's
product(s)  and  services  or  the  therapeutic  areas  relating  thereto;  and

WHEREAS, Client wishes to utilize such services to develop, implement and manage
such  projects  and  provide  such  services.

NOW,  THEREFORE,  in consideration of the mutual promises and obligations of the
parties,  they  hereby  agree  as  follows:

1.     DEFINITIONS
       -----------

     For the purposes of this Agreement, the following terms, when written with
an initial capital letter, shall have the meanings set forth below:

(a)     Enduring  Materials  -  Materials produced hereunder that are fixed in a
        -------------------
tangible  medium,  whether  or  not  they are part of, or a follow-on to, a Live
Event,  and include, but are not limited to printed matter (e.g., publications),
electronic  recordings,  transparencies,  slides, programs posted or archived on
the  Internet,  videotape,  and  audio-tape.

(b)     Expenses  - All out-of-pocket (OOP) expenses (excluding Fees) associated
        --------
with performing the Services under this Agreement, as allowed in Article 4 below
and  authorized  by  Client  in  a  Project  authorization.

(c)     Fees  -  The  costs  (excluding Expenses) associated with performing the
        ----
Services  under  this  Agreement,  as  allowed in Article 4 below, authorized by
Client  in  a  Project  authorization.

(d)     Project  -  Projects are defined above, whereby Client maintains control
        -------
and/or  influence either directly or indirectly over the content of the program.
Projects  include,  but  are not limited to peer discussions, speakers training,
speaker  events,  and advisory boards.  The format for Projects can include, but
is  not  limited  to face-to-face meetings and internet-based programs. Projects
can  be  either  Promotional  in  nature  (including  but  not  limited  to peer
discussions and speaker events) or Non-promotional in nature (including speakers
training  and  advisory  board  meetings).

<PAGE>

(e)     Live  Event - A Meeting or Program that is viewed at the same time it is
        -----------
presented,  as  opposed to a program that is a report, videotape, audio-tape, or
Enduring  Material.  A  Live  Event may include, but not be limited to symposia,
peer  discussions,  speakers  training,  and  speaker  events.

(f)     Meeting or Program - A single occurrence conducted here under by Vendor,
        ------------------
such  as  one  speaker  training meeting, or the development of one publication.

(g)     Non-Promotional  -  A  Project  whereby  (i)  the  content  or materials
        ---------------
developed  or  contained therein do not reference or imply a Client product or a
product  that  is  competitive  with a Client product (e.g., a disease awareness
educational  program);  and/or  (ii)  no  purpose  of the Project is to promote,
market,  or  positively  influence  the  prescribing of, a Client pharmaceutical
product).  A  Non-Promotional  Project  is  not  governed  by  the  rules  and
regulations  of  the  FDA  as  promotional.

(h)     Services  -  All  activities  required to be performed by Vendor for the
        --------
successful  completion of each Project, Meeting, or Program, approved in writing
by  Client  through  a  Project  authorization.

(i)     Vendor  Project  Proposal  -  A  written proposal submitted by Vendor to
        -------------------------
Client  describing  certain  Services  it  proposes  to  perform.

2.     Term
       ----

This  Agreement  shall expire upon the latter of August 7, 2006 (the "Expiration
Date")  or  full completion of the Services to be provided pursuant to the terms
of  a  Project  authorization authorized by Client prior to the Expiration Date,
unless  earlier  terminated  or  extended  as  provided  herein.

3.     Scope  of  Services/Project  authorizations
       -------------------------------------------

(a)     The  description,  specifications,  and  terms  and  conditions  of  all
Projects  undertaken  hereunder  shall be set forth in a "Project authorization"
for  each  Project  accepted  and  authorized  by  Client.

At  a  minimum,  each  Project  authorization  shall  consist  of:

     (i)  For  all  Projects,  the  written  proposal  shall  include  a  fully
     completed  budget in the form and format mutually agreed upon by Client and
     vendor.  All  Services  authorized  by  Client  pursuant  to  a  Project
     authorization  will  be performed in accordance with, and shall incorporate
     and  be  governed  by,  the  terms and conditions of this Agreement and the
     applicable Project authorization.

(b)     Vendor shall perform only those Services that are specifically described
in a Project authorization and shall furnish all facilities, labor, supervision,
transportation, equipment, and insurance, together with the necessary consumable
materials  and  supplies  or any other items, required to perform such Services.

<PAGE>

(c)     Each  Project  authorization  issued  hereunder  shall  be  and  remain
separate,  and  independent from every other Project authorization except to the
extent  expressly  stated  in  a  Project authorization or an amendment thereto.

(d)     Vendor  shall  commence applicable Services on the date specified in the
Project  authorization  and  agrees that all Services specified thereunder shall
occur  on or before the completion date specified in each Project authorization.

(e)     Nothing  herein  shall  obligate  Client  to  call  upon  Vendor for the
performance  of  any  Services whatsoever except as set forth in a duly accepted
and  authorized  Project  authorization.

(h)     Activity  Reports.

     (i)  Status  Reports.  During  the  performance  of  Services  for  each
     Project,  Vendor shall submit to Client on a regular basis, but in no event
     less  frequently  than once a month, a report as to the status, Staff hours
     expended,  and  Fees  and  Expenses  expended  of said Project, Meeting, or
     Program.

4.     Compensation
       ------------

(a)     As  full and complete compensation for performing all Services specified
by  a  Client-approved  Project  authorization  and  for  assuming  all  duties,
responsibilities,  and  obligations  required by this Agreement and such Project
authorization,  Client  will  compensate Vendor for Fees and authorized Expenses
(subject to Article 3 above) actually incurred in accordance with (ii) the terms
set  forth  in  this  Agreement and in the Project authorization; (ii) the fixed
blended  hourly  rates  set  forth  in the Vendor Staff Worksheet; and (iii) any
applicable  Client  guidelines,  as provided to Vendor in writing.  Vendor shall
monitor  all  Fees  and Expenses and provide to Client sufficient advance notice
and  justification  for  any  requests  to  exceed  the amount estimated in each
project.

(b)     Vendor shall not undertake any commitments nor incur liability on behalf
of  Client for any Services or expenditures, except as expressly provided for in
this  Agreement or a Client approved Project authorization, and Client shall not
be  liable  for  any  Services  or  expenses  not  so  authorized.


5.     Invoicing  and  Payment
       -----------------------

In  consideration  of Vendor's timely performance of the Services and subject to
the  provisions  of  Article  3  and 4, above, Client shall compensate Vendor as
follows:

(a)     Except  as  otherwise  provided  in  this  Agreement, or any attachments
hereto, Client shall pay Vendor for all Services performed pursuant to terms and
conditions  of  the  applicable  Project  authorization.

(b)     Unless  otherwise  specified  in  an  applicable  Project authorization,
Vendor's invoices which comply with the requirements set forth in this Agreement
and the applicable Project authorization shall be due and payable within 30 days
of  submissions  to Client, without deduction or offset, except as may be agreed
to  by  Vendor  and  Client  in  writing.

<PAGE>

6.     Client  Supplied  Materials
       ---------------------------

Client  shall  be  responsible  for  the  accuracy, completeness, and regulatory
compliance of all information about Client or Client's products or services that
Client  provides  to  Vendor  pursuant  to  this  Agreement.

7.     Infringement
       ------------

Vendor  shall  take  all necessary and appropriate action to assure that none of
the Materials which it shall prepare or which it shall have prepared pursuant to
this  Agreement shall violate or infringe upon any patent, trademark, copyright,
trade  secret,  or  any  other  proprietary rights of any person, corporation or
other  entity, and Vendor shall hold Client harmless from any losses incurred as
a  result  of  such  violation or infringement.  Vendor shall be responsible for
obtaining  assignment  of  copyright  interests  from  the authors of work to be
selected  hereunder  to allow inclusion of such work as necessary to perform all
Services  required.  Vendor  shall hold Client harmless from any losses incurred
as  a  result  of  Vendor's  failure  to  obtain  such  assignment  of copyright
interests.

8.     Confidentiality
       ---------------

In  connection with Vendor's performance of Services as set forth herein, Vendor
may  be  furnished or given access to knowledge, information, data, compilations
of  data,  customer-identifying  information,  reports,  and documents which are
confidential, trade secrets of, and proprietary to Client (i.e., information not
in  the  public  domain) including, but not limited to, information about and on
Client's  products,  customers,  and  business  operations  and  strategy
("Confidential  Information").

Vendor  agrees  to  use  Confidential  Information  only  for  the  purposes  of
performing  Services  under  this  Agreement.  Vendor  shall  not  use  such
Confidential Information for the benefit of itself or any third party, nor shall
Vendor  divulge  or  convey  to  any  person  or  business any such Confidential
Information  except  as strictly necessary to perform the Services, and provided
such person or business shall agree in writing to be bound to the obligations of
confidentiality  hereunder.

Vendor  agrees  that it will take such steps as may be reasonable to prevent the
disclosure  or use of any Confidential Information by any of Vendor's employees,
agents,  or  subcontractors,  except  as  expressly  permitted  hereby.

The  obligations  hereunder for such Confidential Information shall not apply to
information  that:

(a)  is or becomes publicly available through no fault of Vendor;
(b)  is  disclosed  to  Vendor  by  a third party entitled to disclose such
     information;
(c)  is already known to Vendor as shown by its prior written records;
(d)  is  independently  developed by Vendor or its affiliates as evidenced by
     written  records;  or
(e)  is  required  by  law  or  court  order to be disclosed; provided, however,
     that in such a case Vendor shall give Client prompt notice of such required
     disclosure  so  that  Client  may  have  an  opportunity  to  contest  such
     disclosure or obtain protective orders regarding such disclosure.

Vendor  acknowledges  that  the  unauthorized  use or disclosure of Confidential
Information  by  Vendor  or its employees may give rise to irreparable injury to
Client  and  that such injury may not be adequately compensated by damages; that
the  promises  contained  in  this  Agreement have been given for the benefit of
Client,  and  that,  accordingly,  Client  may seek and obtain injunctive relief
against  Vendor  or  any individual furnished Confidential Information by Vendor
hereunder,  without the posting of bond or other security, to prevent the breach
or  threatened  breach of any promise made in this Agreement, in addition to any
other  legal  remedies  which  may  be  available to Client.  The obligations of
Vendor  stated  in  this  Article shall remain in full force and in effect after
expiration  or  termination  of  this  Agreement.

<PAGE>

All Confidential Information is and shall remain the sole and exclusive property
of Client.  Neither this Agreement nor any disclosure hereunder shall be deemed,
by implication, estoppel, or otherwise, to vest in Vendor any license, interest,
or  ownership  rights  of  any  kind  to  or under any Confidential Information,
inventions, patents, know-how, trade secrets, trademarks, or copyrights owned or
controlled  by  Client  or  its  affiliates.

9.     Indemnification
       ---------------

(a)     Indemnification  by  Vendor.  In  addition  to  any  and  all  other
indemnification  and  remedies  provided  herein, Vendor agrees to indemnify and
hold harmless Client and its officers, directors, and employees from and against
any  and  all  damages, liabilities, obligations, losses, deficiencies, actions,
costs  (including  reasonable  attorneys'  fees  and  expenses), demands, suits,
judgments,  or  assessments  (hereafter  "Claims")  arising  out of (a) Vendor's
negligence  in  the  performance  of  any Services; (b) any acts or omissions of
Vendor, its employees, subcontractors, or agents in connection with the Services
hereunder;  or  (c)  any  breach  of  this  Agreement  by Vendor, its employees,
subcontractors,  or  agents.  In  the  event  of  any  Claim  to  which  this
indemnification  applies,  Client  shall  promptly  notify  Vendor of such Claim
pursuant  to the notice provisions of Article 17, provided, however, the failure
to  give  such  notice  shall  not  relieve  Vendor  from  its  indemnification
obligations.  This  obligation  shall  survive termination or expiration of this
Agreement.

(b)     Indemnification  by  Client.  In  addition  to  any  and  all  other
indemnification  and  remedies  provided  herein, Client agrees to indemnify and
hold harmless Vendor and its officers, directors, and employees from and against
any  and  all  damages, liabilities, obligations, losses, deficiencies, actions,
costs  (including  reasonable  attorneys'  fees  and  expenses), demands, suits,
judgments,  or  assessments  (hereafter  "Claims")  arising  out of (a) Client's
negligence  in  the  performance  of  any Services; (b) any acts or omissions of
Client, its employees, subcontractors, or agents in connection with the Services
hereunder;  or  (c)  any  breach  of  this  Agreement  by Client, its employees,
subcontractors,  or  agents.  In  the  event  of  any  Claim  to  which  this
indemnification  applies,  Vendor  shall  promptly  notify  Client of such Claim
pursuant  to the notice provisions of Article 17, provided, however, the failure
to  give  such  notice  shall  not  relieve  Client  from  its  indemnification
obligations.  This  obligation  shall  survive termination or expiration of this
Agreement.

10.     Termination
        -----------

(a)     Either  party may, without prejudice to any other right or remedy it may
have,  immediately  terminate  this  Agreement,  by  written notice to the other
party,  if  either  of  the following events occur:  (1) either party materially
breaches  any provision of this Agreement which breach has not been cured within
ten  (10) days of written notification of such breach, or, if such breach is not
susceptible  to  cure  within such ten (10) day period, if the party to whom the
notice  is directed has not commenced to cure such breach within such period; or
(2)  either  party  becomes  insolvent,  makes  an assignment for the benefit of
creditors,  files  a  petition  for  bankruptcy,  becomes  the  subject  of  any
receivership  proceeding,  or  admits  in writing its inability to pay its debts
generally  as  they  become  due.  In  the  event of such termination by Client,
Vendor  shall  be  reimbursed  only for Services actually performed and Expenses
actually  incurred  up to the date of termination, and in no event for any other
expenses  except  as  expressly  defined  below.

<PAGE>

(b)     For any Project subject to a Client approved Project authorization which
has  not  been  concluded  prior to the date of termination or cancellation, but
with  respect  to  which  Vendor  has  performed  Services and incurred Fees and
Expenses:

     (1)  Fee  Services:  Vendor  shall  be  reimbursed  in  accordance with the
          -------------
          pro  rata  portion  completed during the term of the Project until the
          date of termination;

     (2)  Expenses:  Vendor  shall  be  reimbursed  for  those Expenses actually
          --------
          incurred  by Vendor pursuant to the Project authorization prior to the
          date of such termination which Vendor can show are related to Services
          specified  in  the  Project,  and  are  not  cancelable  or  otherwise
          recoverable.  Any  contracts  that  Vendor  can  demonstrate  are  not
          cancelable  or  otherwise  recoverable, and that were made on Client's
          authorization  and  still  existing  at the time this Agreement or any
          Project  authorization  is terminated, and which were not or could not
          be  assigned  by  Vendor  to  Client,  shall,  at Client's request, be
          carried  to  completion by Vendor and paid for by Client in the manner
          described in Articles 3 and 4 above; and

     (3)  In  no  event  shall  Client  be  obligated  to  pay  a  total  amount
          greater  than the total estimated for each such terminated Project per
          its applicable Project authorization.


(c)     Termination  of  this  Agreement or an approved Project authorization by
Client  shall  not relieve either party from full performance of any obligations
incurred  prior  to such termination date.  If specifically requested by Client,
Vendor  shall  continue  to  perform  all  or  a  portion  of  its  duties  and
responsibilities  pursuant  to  this  Agreement  during  the Termination Period.
During  the  Termination  Period,  Vendor shall be entitled to be compensated in
accordance  with  the  provisions  set  forth  in  Articles  3  and  4,  above.

(d)     In  the  event  that  the  amount  owing  to  Vendor  as  of the date of
termination  or  cancellation  exceeds  the  amount previously paid by Client to
Vendor,  Client shall pay such excess amount due within thirty (30) days of such
termination.  In  the  event that the amount previously paid to Vendor as of the
date  of  such  termination  or  cancellation exceeds the amount owed to Vendor,
Vendor  shall refund such excess amount to Client within thirty (30) days of the
termination  of  this  Agreement.

(e)     Further, in the event of termination of the Agreement or cancellation of
a  Project specified by a Client approved Project authorization, notwithstanding
any  other terms and conditions contained herein, in no event shall either party
be  liable  to  the  other party for lost profits or incidental or consequential
damages.

(f)     Upon  termination  or  expiration  of  this  Agreement,  no  right  or
liabilities  shall  arise  out  of this relationship other than those rights and
liabilities otherwise specified in this Agreement, regardless of any plans which
may  have  been  made  for  future  Projects.

<PAGE>

11.     Privacy
        -------

Vendor  acknowledges  that  in  the  course  of  providing  Services,  it or its
authorized  employees  or  subcontractors may receive or have access to personal
information  of  individuals.  Vendor  acknowledges  and  agrees with the strong
concern  of  Client regarding the protection and preservation of the privacy and
confidentiality of individuals.  To the extent that Vendor receives or otherwise
obtains access to information that is identifiable to a particular individual as
a  result of its activities, duties, or obligations hereunder, it agrees that it
shall  maintain  any  such information it obtains in strict confidence and shall
use  such  information  solely  for the purpose of providing Services and for no
other  purpose whatsoever without that individual's consent.  Provided, however,
that the foregoing limitation on the dissemination of such information shall not
restrict Vendor from transferring such information to a third party contemplated
herein  (or  otherwise  engaged  by a party with respect to this Agreement) on a
strict  need  to  know basis, provided that such receiving third party agrees to
ensure  the  privacy  and  confidentiality of such information in the manner set
forth  in  this  section.  Vendor  shall  also  comply with all applicable laws,
governmental  regulations,  rules,  requirements,  ordinances,  and  other
requirements of local and state authorities and the Federal government regarding
such  information.

12.     Insurance
        ---------

(a)     Unless otherwise agreed to in writing, Vendor shall, at its own expense,
carry  and  maintain during the performance of the Services under this Agreement
the  following insurance with companies satisfactory to Client and in amounts no
less  than  that  specified  for  each  type:

     -    Commercial  General  Liability  insurance  in  an  amount  of not less
          than $1,000,000, per claim and annual aggregate, covering premises and
          operations,  independent contractors, bodily injury (including death),
          personal  injury,  property  damage including, and without limitation,
          all  contractual liability for such injury or damage assumed by Vendor
          under  this  Agreement. Client shall be named as additional insured as
          our  interest may appear under the Commercial General Liability policy
          of insurance.

     -    Worker's  Compensation  in  accordance  with  all  federal  and  state
          statutory  requirements  (coverage  must  include  all states in which
          operations  are  conducted)  and  Employer's Liability Insurance in an
          amount  of  not  less than $500,000 per accident for bodily injury and
          $500,000 per employee/aggregate for disease;

     -    Automobile  Liability  Insurance  with  a  limit  of  not  less  than
          $500,000.00. Commercial Automobile Liability insurance in an amount of
          not  less than $1,000,000 combined single limit covering bodily injury
          (including  death)  and  property  damage  for  all  owned,  hired and
          non-owned vehicles used by Vendor. Client shall be named as additional
          insured  as  our  interest  may  appear under the Automobile Liability
          policy of insurance;


<PAGE>

13.     Independent  Contractor
        -----------------------

Vendor shall perform this Agreement solely as an independent contractor, and not
as  Client's  agent or employee, and shall be solely responsible for the payment
of  income  taxes or other taxes or contributions which are imposed with respect
to  or  measured by wages, salaries, or other compensation, for all amounts paid
to  Vendor  hereunder  (including  making  such  estimated  payments  as  may be
necessary  or appropriate) and Vendor hereby agrees to indemnify and save Client
and  its  affiliates  harmless  against  any  and  all  such liability or claims
therefor.  Vendor  shall also be fully and solely responsible for the generation
and  dissemination  of  all required tax forms relating to its subcontractors or
any  other  persons  engaged by Vendor pursuant to this Agreement or any Project
authorization.  Vendor  has  no  authority  hereunder  to  make  any  statement,
representation,  or commitment of any kind on behalf of Client or to bind Client
to  the  performance  of  any  duties  or  accept  on  behalf  of  Client  any
responsibilities.  Neither  party  shall  hold  itself  out  to third persons as
purporting  to  act  on  behalf of, or serving as the agent of, the other party,
except  as  contemplated  by  this Agreement.  Vendor shall not be authorized to
enter  into  any  contract  or agreement on behalf of Client without the express
authorization  of  Client.


14.     Assignment
        ----------

This Agreement shall be binding upon and inure to the benefit of the parties and
their  affiliates,  successors and assigns.  Neither party may assign its rights
and obligations under this Agreement without the prior written consent of Client
the  other.

15.     Attachment
        ----------

Any  Appendix  to  this Agreement is hereby incorporated by reference and made a
part of this Agreement.  In case of any conflict between or among this Agreement
and  any  of  its Appendices, the terms of this Agreement shall prevail over the
Appendices.

16.     Waiver
        ------

No  failure  on  the part of either party to exercise and no delay in exercising
any right hereunder shall operate as a waiver of such right nor shall any single
or partial exercise of such right preclude any other further exercise thereof or
the  exercise  of  any  other  right.

17.     Notices
        -------

All  notices  required or permitted to be given under this Agreement shall be in
writing  and  shall  be deemed given when delivered personally, by facsimile, or
when  sent  by registered or certified mail, return receipt requested, addressed
to  the  address  set forth below.  If notice is sent by registered or certified
mail,  postage  will be prepaid.  Notices may also be transmitted electronically
between  the  parties  provided  that proper arrangements are made in advance to
facilitate  such communications and provide for their security and verification.

     If to Vendor:          ALPHAMEDICA, INC.
                            220 WHITE PLAINS ROAD
                            TARRYTOWN, NEW YORK 10591
                            Attention:  Michael Faust

If to Client:               TELZUIT
                            MEDICAL TECHNOLOGIES, INC.
                            5422 CARRIER DR. STE 306
                            ORLANDO, FL  32819
                            Attention:  Don Sproat

<PAGE>

Either  party  may  change its address at any time by giving notice to the other
party  in  the  manner  specified  herein.

18.     Governing  Law
        --------------

Except where preempted by federal law, this Agreement will be enforced, governed
by,  and  construed  in  accordance  with  the  laws  of  the State of New York,
excluding  any  choice  of  law principles that would cause the law of any other
jurisdiction  to  be  applied.  The  parties  hereto  agree  that the proper and
exclusive  forum for any litigation of any disputes or controversies arising out
of  or related to this Agreement shall be the courts of the State of New York in
and  for  Westchester County and that the venue of any action brought in federal
courts  will  be  the applicable U.S. Federal Judicial District for the Southern
District of New York.  The parties agree that such courts shall have in personam
                                                                     -- --------
jurisdiction over such disputes and controversies, and the parties further waive
------------
any  defense  or objection to the jurisdiction or venue of such courts under the
doctrine  of  forum  non  conveniens.
              -----  ---  ----------


19.     Severability
        ------------

In the event any provision of this Agreement is found to be invalid, illegal, or
unenforceable  by a court of competent jurisdiction, the remaining provisions of
this  Agreement  shall  nevertheless  be  binding upon the parties with the same
effect  as  though  the void or unenforceable part had been severed and deleted.

20.     Entire  Agreement
        -----------------

This Agreement constitutes the entire agreement between the parties with respect
to  this Agreement, and all prior agreements relating to the Services hereunder,
express  or implied, written or oral, are nullified and superseded hereby.  This
Agreement  may  not  be modified, amended, assigned, supplemented, or rescinded,
except  by  an  instrument  in  writing  executed  by  the  parties  hereto.

21.     Counterparts
        ------------

This  Agreement,  and  any  amendment  or  supplement hereto, may be executed in
several  counterparts,  each  of  which  shall be deemed an original, and all of
which  taken  together  shall  constitute  one  and  the  same  instrument.


<PAGE>

IN  WITNESS  WHEREOF,  the parties have hereunto signed this Agreement as of the
Effective  Date  first  above  written.

     TELZUIT MEDICAL TECHNOLOGIES, INC.                ALPHAMEDICA, INC.



By:                                          By:

Name:     Don Sproat                         Name:     Michael Faust
          ----------                                   -------------

Title:     Chief Executive Officer           Title:     Chairman
           -----------------------                      --------

Date:                                        Date:
      -------------                                ---------------

<PAGE>