EMPLOYMENT AGREEMENT





     THIS EMPLOYMENT AGREEMENT dated December 1, 2001 between Imaging Diagnostic

Systems, Inc., a Florida corporation (the "Company"), and LINDA B. GRABLE (the

"Executive").



                                   WITNESSETH:





     WHEREAS, The Company is engaged in the business of developing laser-based

medical optical imaging devices; and



     WHEREAS, the Company has the intent to market and sell its products and

services to clients and potential clients throughout the world; and



     WHEREAS, the Executive has expertise, in the medical device and imaging

industries; and



     WHEREAS, the Company wishes to enter into an Employment Agreement to employ

the Executive as its Chief Executive Officer, charged with all the

responsibilities and duties legally required by the State of Florida and to

oversee various broad and specific aspects of its business; and



     WHEREAS, in the course of the Executive's employment, the Executive will

have access to and acquire knowledge of valuable trade secrets, confidential

information and other proprietary information belonging and relating to the

Company and its business, and which the Company has a legitimate interest in

protecting; and



     WHEREAS, the Company and Executive are willing to accept such employment

and render such services, all upon and subject to the terms and conditions

contained in this Employment Agreement (the "Agreement");



     NOW, THEREFORE, in consideration of the promises and the mutual covenants

set forth in this Agreement, and intending to be legally bound, the Company and

the Executive agree as follows:



     1. EMPLOYMENT. The Company hereby employs the Executive and the Executive

hereby accepts employment upon the terms and condition hereinafter set forth.



     2. TERM & TERMINATION.



          ii.  Term. The Company hereby employs the Executive, and the Executive

               hereby accepts employment with the Company, for a period

               commencing on December 1, 2001 and ending three (3) years from

               that date (the "Term").





<PAGE>





          iii. Termination without Cause. The Company may terminate the

               Executive's employment without Cause. Such termination will

               become effective upon the dated specified in such notice,

               provided that such date is at least 60 days from the date of

               specified in such notice. Upon such termination without cause:



               (1)  for the remainder of the term of this Agreement or for a

                    period of 18 months following such termination, which ever

                    is greater the Company will continue to pay the Executive

                    annual salary pursuant to Section 3(1).



               (2)  the Company will continue to maintain for such period, for

                    the benefit of the Executive, the employee benefit programs,

                    referred to in Section 2(b) were in effect on the date of

                    such termination.



               (3)  All options that were scheduled to vest will vest and will

                    remain exercisable for a period of ten (10) years from the

                    date of this agreement.





          iv.  Termination for Cause. The Company may terminate the Executive

               pursuant to the terms of this Agreement at any time for cause by

               giving written notice of termination. Such termination shall

               become effective upon the giving of such notice, except that

               termination based upon cause shall not become effective unless

               Executive shall fail to correct such breach within 30 days of

               receipt of written notice hereof. Upon such termination the

               Executive shall have no right to compensation, commission, bonus,

               benefits or reimbursement pursuant to this contract, for any

               period subsequent to the termination. Further, the Executive

               shall have no right to any non-unvested stock options. For

               purposes of this section, "cause" shall mean; (1) the Executive

               is convicted of a felony; (2) the Executive, in carrying out his

               duties hereunder, has been found in a civil action by the

               Company, to have committed willful gross negligence or willful

               gross misconduct resulting, in either case, in material harm to

               the Company; (3) the Executive misappropriates Company funds or

               otherwise defrauds the Company; (4) the Executive materially

               breaches any provision of this Agreement; (5) the Executive

               materially fails to perform his duties under section four (4)

               resulting in harm to the Company.





          v.   Death or Disability. Upon the death or disability of the

               Executive, the Executive shall be entitled to and the company

               will pay the remaining amount of compensation from the date of

               death or from the date of disability through the termination of

               this Agreement. (For purposes of this Section, "disability" shall

               mean that for a period of six (6) months in any 12-month period

               the Executive is incapable of substantially fulfilling his duties

               because of physical, mental or emotional incapacity from injury,

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