EMPLOYMENT
      AGREEMENT

     

    THIS
      EMPLOYMENT AGREEMENT (the “Agreement”)
      is
      entered into by and between iCardia Healthcare Corporation (the “Company”),
      and
      David Stanley (the “Executive”),
      and
      will be effective as of the Effective Date (defined in Paragraph 1(a)
      below).

     

    In
      consideration of the mutual covenants and agreements set forth in this Agreement
      and other good and valuable consideration the receipt of which is hereby
      acknowledged, the Company and the Executive agree as follows:

     

    1.  Employment.

     

    (a)  Effectiveness.
      The
      Company hereby employs the Executive and the Executive hereby agrees to be
      employed by the Company upon the terms and subject to the conditions contained
      in this Agreement, effective January 1, 2006 (such day being the “Effective
      Date”).

     

    (b)  Term.
      The
      term of employment of the Executive by the Company pursuant to this Agreement
      (the “Employment
      Period”)
      shall
      commence as of the Effective Date and, except as otherwise set forth in
      Paragraph 4, shall end on the third anniversary of the Effective Date. Upon
      the expiration of the Employment Period, the term of employment may be renewed
      on terms mutually agreeable to the parties (a “Renewal
      Term”).
      

     

    2.  Position
      and Duties.

     

    (a)  Positions.
      The
      Company shall employ the Executive during the Employment Period in the position
      of President and Chief Executive Officer of the Company and shall elect the
      Executive to serve as Chairman of the Board of Directors (the “Board”)
      of the
      Company. The Executive shall report directly to the Board. 

     

    (b)  Responsibilities.
      During
      the Employment Period, the Executive shall have primary responsibility and
      authority (subject to the terms of this Agreement) for the long-term planning,
      strategic direction, general management, administration and day-to-day
      operations of the Company's business, including, but not limited to: personnel
      selection and termination; compensation levels and titles for all employees;
      recruiting and training; allocation of resources and time management; customer
      selection and rejection; and accounting, billing and invoicing standards and
      policies. The Executive shall perform his duties hereunder in a competent and
      professional manner, faithfully and to the best of his abilities, and shall
      devote substantially all of his business time to the performance of his duties
      hereunder. Notwithstanding the foregoing, the Executive may (i) engage in
      various professional, charitable, civic, community, religious or other
      activities, and (ii) manage his personal investments or financial affairs,
      provided neither such activities nor management significantly interfere with
      the
      performance of the Executive’s business duties hereunder.

     

    
      
        Exhibit
          10.1

        
        

      

      
        Page
          1 of
          8 Pages

        
          

        

      

      
        
        

      

    

     

    3.  Compensation.

     

    (a)  Annual
      Base Salary.
      The
      Company shall pay the Executive a base salary at a rate of not less than
      $160,000 per annum (“Base
      Salary”),
      payable in accordance with the Company’s regular payroll practices from time to
      time in effect. The Board, in its sole discretion, may increase the Base Salary
      on an annual basis. The Base Salary shall not be reduced, and the term Base
      Salary shall refer hereafter to the Base Salary as it may be increased from
      time
      to time.

     

    (b) Bonus.
      The
      Company agrees to provide the Executive an annual targeted bonus of fifteen
      (15%) to forty percent (40%) of the Base Salary, based upon performance criteria
      to be mutually agreed upon by the Executive and the Board. Bonuses for each
      fiscal year will be payable within 30 days after completion of the audit of
      the
      Company’s financial statements for that fiscal year. For the first year of this
      Agreement, Executive shall receive a minimum bonus of $40,000 (25%) guaranteed
      by the Company, and paid out monthly or quarterly. In the event that Executive’s
      employment terminates pursuant to Paragraphs 4(d) or 4(f) during a fiscal year,
      the bonus for that fiscal year will be the targeted bonus for such fiscal year,
      payable within 30 days of such termination.

    


    (c) Options.
      The
      Company will grant 240,000 options to the Executive on the Effective Date.
      All
      options will be issued under the Company’s Long-Term Incentive Plan, a copy of
      which has been provided to Executive. The options will carry a purchase price
      of
      $.50 per share. Those options will vest as follows: Twenty-five percent (25%)
      of
      the shares subject to the option will vest on the first anniversary of the
      grant
      date. The remainder of the options shall vest on a monthly basis, beginning
      on
      the last day of the first month coincident with the first anniversary of the
      date of grant and ending on the last day of the month preceding the third
      anniversary of the grant date; provided, however, the options will vest
      immediately upon termination of employment by Executive for “Good Reason” as
      described in Section 4(d).

    


    (d) Benefits.
      During
      the Employment Period, the Company shall:

     

    (i)  include
      the Executive in such perquisites as the Company may establish from time to
      time
      that are commensurate with his position, including, but not limited to providing
      the Executive with an automobile allowance of $600.00 per month.

     

    (ii)  provide
      the Executive with four (4) weeks paid vacation per fiscal year of the
      Company.

     

    (iii)  permit
      the Executive to participate in such other various fringe benefit programs,
      policies and plans which the Company may establish and maintain for its
      executive employees, including, but not limited to, group life insurance,
      short-term and long-term disability insurance, savings, pension, retirement,
      401(k) or profit sharing plans, subject to the terms of such programs, policies
      or plans.

     

    
      
        Exhibit
          10.1

        
        

      

      
        Page
          2 of
          8 Pages

        
          

        

      

      
        
        

      

    

     

    (e) Expense
      Reimbursement.
      During
      the Employment Period, the Company shall pay or reimburse the Executive for
      all
      reasonable business-related expenses incurred by him in the performance of
      his
      duties hereunder. The Executive shall submit appropriate invoices for all
      expenses for which he seeks reimbursement. The Company will reimburse the
      Executive for all such expenses upon the presentation by him of an itemized
      account of such expenditures, together with supporting receipts and other
      appropriate documentation.

     

    4.  Termination
      of Employment.
      The
      Executive’s services shall terminate upon the first to occur of the following
      events:

     

    (a)  Upon
      the
      expiration of the Employment Period without the written agreement of both
      parties to renew the term. If the Company does not renew the term of employment,
      Executive shall be entitled to the continuation of his Base Salary plus the
      bonus amount as described in section 3(b) for a period of time equal to six
      months (the “Salary
      Continuation Period”).
      The
      amount due hereunder shall be payable in accordance with the Company’s payroll
      policy from time to time in effect. The Executive shall also, during the Salary
      Continuation Period, be entitled to the continuation of all benefits set forth
      in Paragraph 3(d) of this Agreement.

     

    (b)  Upon
      the
      Executive’s date of death or the date the Executive is given written notice that
      he has been determined to be disabled by the Company. The Executive shall be
      deemed to be “disabled”
if
      he
      is unable, even with reasonable accommodation, to perform regularly his duties
      hereunder by reason of illness or incapacity for a period of more than six
      (6)
      months, whether or not consecutive, in any twelve (12) month period. A
      termination of the Executive's employment by the Company for disability shall
      be
      communicated to the Executive by written notice and shall be effective on the
      thirtieth (30th)
      calendar day after receipt of such notice by the Executive, unless the Executive
      returns to full-time performance of his duties before such thirtieth
      (30th)
      calendar day.

     

    (c)  On
      the
      date the Company provides the Executive with written notice that he is being
      terminated for “Cause.”
For
      purposes of this Agreement, Cause shall mean (i) the Executive’s admission,
      confession, plea of “guilty” or “no contest” to or conviction in a court of law
      of any felony involving misuse or misappropriation of money or other property,
      (ii) a willful act by the Executive, which constitutes gross misconduct or
      fraud, or (iii) a material and willful breach by the Executive of the
      duties and responsibilities of the Executive hereunder (other than as a result
      of incapacity due to physical or mental illness) or any willful breach by the
      Executive of any material term of this Agreement, in each case if such breach
      is
      not cured within thirty (30) calendar days after written notice thereof to
      the
      Executive by the Company. No act or failure to act on the part of the Executive
      shall be considered “willful” unless it is done, or omitted to be done, by the
      Executive in bad faith or without reasonable belief that his action or omission
      was in the best interests of the Company. A termination of the Executive’s
      employment for Cause shall be effected in accordance with the following
      procedures. The Company shall give the Executive written notice (“Notice
      of Cause for Termination”)
      of its
      intention to terminate the Executive’s employment for Cause, setting forth in
      reasonable detail the specific conduct of the Executive that it considers to
      constitute Cause and the specific provision(s) of this Agreement on which it
      relies, and stating the date, time and place of the Board Meeting for Cause.
      The
“Board
      Meeting for Cause”
means
      a
      meeting of the Board at which the Executive’s termination for Cause will be
      considered, that takes place not less than ten (10) and not more than twenty
      (20) business days after the Executive receives the Notice of Cause for
      Termination. The Executive shall be given an opportunity, together with counsel,
      to be heard at the Board Meeting for Cause. The Executive’s termination for
      Cause shall be effective when and if a resolution is duly adopted at the Board
      Meeting for Cause by a two-thirds vote of the entire membership of the Board
      of
      the Company, stating that in the good faith opinion of the Board of the Company,
      the Executive conducted himself as described in the Notice of Cause for
      Termination, and that such conduct constitutes Cause under this
      Agreement.

     

    
      
        Exhibit
          10.1

        
        

      

      
        Page
          3 of
          8 Pages

        
          

        

      

      
        
        

      

    

     

    (d)  On
      the
      date the Executive terminates his employment for “Good Reason.” For purposes of
      this Agreement, “Good
      Reason”
      means:

     

    (i)  the
      assignment to the Executive of any duties materially inconsistent in any respect
      with Paragraph 2 of this Agreement, or any other action by the Company that
      results in a diminution in the Executive’s position, authority, duties or
      responsibilities, other than an isolated, insubstantial and inadvertent action
      that is not taken in bad faith and is remedied by the Company within thirty
      (30)
      days after receipt of notice thereof from the Executive;

     

    (ii)  any
      breach of this Agreement by the Company that is not remedied by the Company
      within thirty (30) days after receipt of notice thereof from the
      Executive;

     

    (iii)  any
      failure by the Company to comply with any provision of Paragraph 3 of this
      Agreement, other than an isolated, insubstantial and inadvertent failure that
      is
      not taken in bad faith and is remedied by the Company within thirty (30) days
      after receipt of notice thereof from the Executive;

     

    (iv)  any
      purported termination of the Executive’s employment by the Company for a reason
      or in a manner not expressly permitted by this Agreement; or

     

    (v)  the
      resignation by the Executive following a "Change in Control”. A "Change
      in Control"
      shall
      be deemed to occur on the earliest of (a) the completion of the acquisition
      by any entity, person, or group (other than Primedical International, Inc.
      (“Primedical”)
      and/or
      any subsidiary directly or indirectly owned or controlled by Primedical or
      any
      such subsidiary) (the “Primedical
      Group”)
      of
      beneficial ownership, as that term is defined in Rule 13d-3 under the Securities
      Exchange Act of 1934, of more than 50% of the outstanding capital stock of
      the
      Company entitled to vote for the election of directors ("Voting
      Stock");
      (b) the consummation by any entity, person, or group (other than a member
      of the Primedical Group) of a tender offer or an exchange offer for more than
      50% of the outstanding Voting Stock of the Company; (c) the effective time
      of (1) a merger or consolidation of the Company with one or more
      corporations (other than a member of the Primedical Group) as a result of which
      the holders of the outstanding Voting Stock of the Company immediately prior
      to
      such merger hold less than 50% of the Voting Stock of the surviving or resulting
      corporation, or (2) a transfer of substantially all of the property or
      assets of the Company other than to a member of the Primedical Group; and
      (d) the election to the Board, without the recommendation or approval of
      the incumbent Board, of directors constituting a majority of the number of
      directors of the Company then in office.

     

    
      
        Exhibit
          10.1

        
        

      

      
        Page
          4 of
          8 Pages

        
          

        

      

      
        
        

      

    

     

    A
      termination of employment by the Executive for Good Reason shall be effectuated
      by giving the Company written notice (“Notice
      of Termination for Good Reason”)
      of the
      termination within three (3) months of the event constituting Good Reason (six
      (6) months in the event of a Change in Control), setting forth in reasonable
      detail the specific conduct of the Company that constitutes Good Reason and
      the
      specific provisions of this Agreement on which the Executive relies. A
      termination of employment by the Executive for Good Reason shall be effective
      on
      the fifth (5th) business day following the date when the Notice of Termination
      for Good Reason is given, unless the notice sets forth a later date (which
      date
      shall in no event be later than thirty (30) business days after the notice
      is
      given).

     

    (e)  On
      the
      date the Executive terminates his employment for any reason (other than for
      Good
      Reason as defined in Paragraph 4(d)), provided that the Executive shall give
      the
      Company thirty (30) days written notice prior to such date of his intention
      to
      terminate this Agreement.

     

    (f)  On
      the
      date the Company terminates the Executive’s employment for any reason, other
      than a reason otherwise set forth in this Paragraph 4, provided that the
      Company shall give the Executive thirty (30) days written notice prior to such
      date of its intention to terminate this Agreement.

     

    5.  Consequences
      of Termination of Employment Period.
      If the
      Executive’s services are terminated pursuant to Paragraph 4, the Executive
      shall be entitled to the continuation of his salary through his final date
      of
      active employment, plus any accrued but unused vacation pay. The Executive
      also
      shall be entitled to any benefits mandated under the Consolidated Omnibus Budget
      Reconciliation Act of 1985 (COBRA) or required under any death, insurance or
      retirement plan, program or agreement provided by the Company to which the
      Executive is a party or in which the Executive is a participant including,
      but
      not limited to, any short term or long term disability plan or program, if
      applicable. In addition to the salary and benefits set forth above, if the
      Executive’s employment is terminated prior to the end of the Employment Period,
      other than pursuant to Paragraph 4(b), 4(c) or 4(e), the Executive (or his
      estate which shall receive all payments otherwise owed to the Executive
      hereunder) shall (A) vest in any options otherwise unvested under
      Paragraph 3(c) and (B) shall be entitled to the continuation of his
      Base Salary plus the bonus amount as described in section 3(b) for a period
      of
      time equal to six months (the “Salary
      Continuation Period”).
      The
      amount due hereunder shall be payable in accordance with the Company’s payroll
      policy from time to time in effect. The Executive shall also, during the Salary
      Continuation Period, be entitled to the continuation of all benefits set forth
      in Paragraph 3(d) of this Agreement.

     

    
      
        Exhibit
          10.1

        
        

      

      
        Page
          5 of
          8 Pages

        
          

        

      

      
        
        

      

    

     

    6.  Confidentiality
      and Non Competition. 
      Confidential Information shall be exchanged between the parties in the course
      of
      this agreement and as such shall remain at all times the property of the
      Company. Except as expressly permitted by the terms of this Agreement, the
      Executive shall not disclose the Company’s Information to any third party
      outside the due course of business unless previously agreed in writing by the
      Company or required to do so by law. The Executive does not acquire any rights
      to the Information disclosed to it under this Agreement, shall not use it for
      any purpose other than the Agreed Purpose and shall use the same degree of
      care
      as it uses to protect its own strictly confidential information to prevent
      the
      unauthorized use, dissemination or publication of the Company’s Information.


     

    During
      the Non-Compete Period (as defined below), the Executive will not, either
      directly or indirectly, solely or jointly with any other individual or
      individuals or entity or entities, whether or not engaged in business for
      profit, as a consultant, advisor, individual proprietor, partner, shareholder,
      member, director, manager, officer, joint venturer, investor, lender or in
      any
      other capacity, compete with iCardia.

     

    “Non-Compete
      Period” means the period commencing on the date of signature of this Agreement,
      and continuing through for a one (1) year period immediately following the
      termination or expiration of this agreement. Should this Agreement be terminated
      prior to the first anniversary of the Effective Date, then the Non-Compete
      Period shall in such case be reduced to a period of six (6) months following
      termination of this agreement.

    


    7.  Federal
      and State Withholding.
      The
      Company shall deduct from the amounts payable to the Executive pursuant to
      this
      Agreement the amount of all required federal and state withholding taxes in
      accordance with the Executive’s Form W-4 on file with the Company and all
      applicable social security and Medicare taxes.

     

    8.  Notices.
      All
      notices and other communications required or permitted hereunder shall be in
      writing and shall be deemed to have been duly given when personally delivered
      or
      five (5) days after deposit in the United States mail, certified and return
      receipt required, postage prepaid, addressed: (a) if to the Executive, to the
      most recent address then shown on the employment records of the Company, and
      if
      to the Company, to Herbert Ochtman, Primedical International Inc., 239 Bradley
      Street, New Haven, CT 06510 or (b) to such other address as either party
      may have furnished to the other in writing in accordance herewith, except that
      notices of change of address shall be effective only upon receipt.

     

    9.  Severability.
      Whenever possible, each provision of this Agreement shall be interpreted in
      such
      manner as to be effective and valid under applicable law, but if any provision
      of this Agreement is determined to be invalid, illegal or unenforceable in
      any
      respect under applicable law or rule in any jurisdiction, such invalidity,
      illegality or unenforceability shall not affect the validity, legality or
      enforceability of any other provision of this Agreement or the validity,
      legality or enforceability of such provision in any other jurisdiction, but
      this
      Agreement shall be reformed, construed and enforced in such jurisdiction as
      if
      such invalid, illegal or unenforceable provision had never been contained
      herein.

     

    
      
        Exhibit
          10.1

        
        

      

      
        Page
          6 of
          8 Pages

        
          

        

      

      
        
        

      

    

     

    10.  Entire
      Agreement.
      This
      Agreement and the agreements referenced herein constitute the entire agreement
      and understanding between the parties and supersede and preempt any prior
      understandings, agreements or representations by or between the parties, written
      or oral, which may have related in any manner to the subject matter
      hereof.

     

    11.  Successors
      and Assigns.
      This
      Agreement shall be enforceable by the Executive and the Executive’s heirs,
      executors, administrators and legal representatives, and by the Company and
      its
      successors and permitted assigns. Any successor or permitted assign of the
      Company shall be required to assume by instrument delivered to the Executive
      the
      liabilities of the Company hereunder. This Agreement shall not be assigned
      by
      the Company other than to a successor pursuant to a merger, consolidation,
      reorganization or transfer of all or substantially all of the capital stock
      or
      assets of the Company.

     

    12.  Governing
      Law.
      This
      Agreement shall be governed by, and construed in accordance with, the laws
      of
      the State of Illinois, without reference to its conflict of law
      provisions.

     

    13.  Dispute
      Resolution.
      Any and
      all disputes between the parties arising under this Agreement initially shall
      be
      referred by the parties to non-binding mediation for resolution. If such
      mediation is unsuccessful in resolving any such dispute, the parties agree
      to
      submit the dispute to final and binding arbitration. The arbitration shall
      be
      administered by and conducted pursuant to the JAMS Employment Arbitration Rules
      and Procedures. The decision of the arbitrator(s) shall be final and may be
      recorded as a judgment in a court of competent jurisdiction. The arbitrator
      shall have no authority to add to, modify, change or disregard any lawful term
      of this Agreement. Any decision by the arbitrator must be supported by findings
      of fact and conclusions of law. The arbitrator’s findings of fact must be
      supported by substantial evidence on the record as a whole and the conclusions
      of law and any remedy must be consistent with and provided for under the laws
      of
      the State of Illinois or federal law.

     

    14.  Amendment
      and Waiver.
      The
      provisions of this Agreement may be amended or waived only by the written
      agreement of the Company and the Executive, and no course of conduct or failure
      or delay in enforcing the provisions of this Agreement shall affect the
      validity, binding effect or enforceability of this Agreement. A waiver of a
      breach on any one occasion will not be construed as a waiver of any other
      breach.

     

    15.  Counterparts.
      This
      Agreement may be executed in two counterparts, each of which shall be deemed
      to
      be an original and both of which together shall constitute one and the same
      instrument.

     

    16.  Indemnification.
      To the
      fullest extent permitted by law, the Company agrees to indemnify the Executive
      against, and to hold the Executive harmless from any and all claims, lawsuits,
      losses, damages, assessments, penalties, expenses, costs and liabilities of
      any
      kind or nature, including without limitation, court costs and attorneys’ fees,
      which the Executive may sustain directly as a result of, or in connection with,
      the Company’s breach or violation of any provision of this Agreement or any
      other act or omission by the Company or its employees or any suit or other
      proceeding brought by a third party (including but not limited to governmental
      or regulatory agencies or bodies) in connection with the foregoing or in
      connection with any act or omission of the Executive while he was employed
      or
      serves as an officer or director of the Company or any affiliate thereof, unless
      such claim, lawsuit, loss, damage, assessment, penalty, expense, cost or
      liability is the result of the Executive’s gross negligence or willful
      misconduct.

     

    
      
        Exhibit
          10.1

        
        

      

      
        Page
          7 of
          8 Pages

        
          

        

      

      
        
        

      

    

     

    17.  Attorneys’
      Fees. The
      Company agrees to reimburse the Executive for attorney’s fees and expenses
      incurred by the Executive in connection with the negotiation, preparation,
      and
      review of this Agreement. In addition, the Company agrees to pay all legal
      fees
      and related expenses (including the costs of experts, evidence and counsel)
      incurred by the Executive as they become due as a result of the Executive
      seeking to obtain or enforce any right or benefit set out in this Agreement
      or
      by any other plan or arrangement maintained by the Company under which the
      Executive may be entitled to receive benefits.

     

    IN
      WITNESS WHEREOF,
      the
      parties hereto have executed this Agreement as of the date first above
      written.

     

    
      	
              iCardia
                Healthcare Corporation

            	 	 	
              EXECUTIVE:

            
	 	 	 	 
	 	 	 	 
	
              By:  /s/
                Harry L. Platt

            	 	 	
              /s/
                David Stanley

            
	
              
                

              

              Its:
                Chief Executive Officer

            	 	 	
              

              David
                Stanley

            


    

     

    
      
        Exhibit
          10.1

        
        

      

      
        Page
          8 of
          8 Pages