CONSULTING SCOPE MEMORANDUM
                           ===========================
TO:       DON SPROAT
FROM:     TOM SPROAT
SUBJECT:  CONSULTING CONTRACT - SCOPE OF SERVICE
DATE:     09/21/05

PURPOSE:

As  Telzuit  Technologies approaches the launch of its first product into the US
medical  marketplace,  significant  medical  communications  and  promotional
marketing  efforts will be required.  The purpose of this contract is to provide
high-level  marketing  support  to  Telzuit  during  the  initial  planning  and
implementation phase of this effort.  The project will terminate upon the hiring
of  a  qualified,  full-time  marketing  leader  at  Telzuit; a full download of
information  and  a  directional  map  will  be provided to this individual upon
onboarding.  The  contract  will  have  the  option  of  being  continued  on  a
month-to-month basis at the discretion of marketing needs and the opinion of the
Board  of  Directors.

SERVICES  PROVIDED:

1)     Assist in promotional and educational agency identification and selection
       process

2)     Facilitate  interaction  between  agency  and  Telzuit

3)     Guide overall strategic development of pre- and peri-launch marketing and
       educational  activities

4)     Serve  as  scientific  content  editor  for  all  projects

5)     Serve  as  liaison  to  sales  leadership; assist in development of sales
       training  materials  and  sales  training  events

6)     Attend/guide  full  agency  marketing  kickoff  meeting

7)     Attend/moderate  key  opinion  leader  advisory  board

8)     Serve  as  "translator"  for  scientific  data  into marketable materials

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DATES  AND  TERMS  OF  SERVICE:

1.     Service  shall commence on Wednesday, September 21, 2005 and terminate on
       December  31,  2005

2.     Service  after  December  31,  2005  may be continued on a month-to-month
       basis  upon  agreement  from  both parties (terms to be negotiated at
       that time)

3.     Terms:

       Sept  2005  (includes  kick  off  meeting):     2,500  S-8  shares
       Oct  2005                                       2,750  S-8  shares
       Nov  2005:  (includes  advisory  board):        3,750  S-8  shares
       Dec  2005:                                      2,750  S-8  shares
       Performance  Stock                              To be determined by
                                                       Compensation Committee

All  work  will  be  conducted  as  a  third-party,  independent  consultant

4.     All  fair  and  reasonable travel and other business expenses will be the
       responsibility of Telzuit; receipts wil  be provided for all expenses.

BRIEF  SUMMARY  OF  EXPERIENCE:

Healthcare  marketer  with  strong  customer,  business  and science background.
Business-oriented  Doctor of Pharmacy and physician assistant with many years of
management,  operations  and  clinical  healthcare  experience.  Extensive
supervisory  experience.  Excellent  problem-solving, leadership, motivation and
presentation  skills.

PHARMACEUTICAL  INDUSTRY  EXPERIENCE:

APRIL  2000  -  PRESENT:  PFIZER,  INC.  NEW  YORK,  NEW  YORK

July  11,  2005 - present:                US Marketing Lead, Vicuron Acquisition
                                          Clean Team

April  15,  2004  -  July  11,  2005:     Senior  Marketing  Manager,  Indiplon

January  1,  2001  -  April  15,  2004:   Senior  Marketing Manager, ZYVOX- US

April  16,  2000  -  January  1, 2001:    Regional Clinical Liaison, Infectious
                                          Diseases  Products

JUNE  1999  -  APRIL  2000:  STRATEGIC  HEALTHCOM     TAMPA,  FLORIDA

               Healthcare  Consultant,  Content Development and Client Services

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AUG  1997  -  JUNE  1999     CORTEX  COMMUNICATIONS,  INC.  TAMPA,  FLORIDA

                             HEALTHANSWERS,  INC.  PHILADELPHIA,  PENNSYLVANIA

                             VP Healthcare Education and Chief Operating Officer

EDUCATION

June  1995  -  May  1997     BACHELOR  OF  SCIENCE,  MEDICINE,  WITH HONORS

                             University  of  Florida  College  of  Medicine,
                             Gainesville, Florida

April  1994,  1996,  1998    ADVANCED  CARDIAC  LIFE  SUPPORT  (ACLS)

July  1990-June  1991        RESEARCH  FELLOW/VISITING  INSTRUCTOR

                             Department  of  Pharmacy  Practice

                             University  of  Florida  College  of  Pharmacy,
                             Gainesville,  Florida

July 1989-June 1990          RESIDENCY : ADULT INTERNAL MEDICINE/CARDIOLOGY

                             Department  of  Pharmacy  Practice  and
                             V.A.  Medical  Center

                             College  of  Pharmacy,  University  of  Florida,
                             Gainesville,  Florida

August  1985-May  1989       DOCTOR  OF  PHARMACY,  WITH  HIGH  HONORS

                             College  of  Pharmacy,  University  of  Florida,
                             Gainesville,  Florida

August  1982-May  1985       BACHELOR  OF  SCIENCE,  MICROBIOLOGY

                             College  of  Liberal  Arts  and  Sciences,
                             University  of  Florida
                             Gainesville,  Florida


/s/ Don Sproat                                       /s/ Chris Phillips
--------------------------                           --------------------------
Don  Sproat,  Director/CEO                           Chris  Phillips,  Director

/s/ Michael Vosch                                    /s/ James Tolan
--------------------------                           --------------------------
Michael  Vosch,  Director                            James  Tolan,  Director

/s/ Warren Stowell                                   /s/ Jon Stemples
--------------------------                           --------------------------
Warren  Stowell,  Director                           Jon  Stemples,  Director

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