<SEQUENCE>2

<FILENAME>exhibit10-44.txt

<DESCRIPTION>EMPLOYMENT AGREEMENT

<TEXT>





                              EMPLOYMENT AGREEMENT





         THIS EMPLOYMENT AGREEMENT dated August 15, 2001 between Imaging

Diagnostic Systems, Inc., a Florida corporation (the "Company"), and Ed Horton

(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 field of Operations,



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

the Executive as its Chief Operating Officer and Executive Officer, charged with

all the responsibilities and duties legally required by the State of Florida;

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.



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

               hereby accepts employment with the Company, for a period

               commencing on August 15, 2001 and ending three years from that

               date (the "Term").



          ii.  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 30 days from the date of

               specified in such notice. Upon such notice the Executive shall

               not be entitled to any additional compensation or benefits after

               his termination date.



          iii. 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. Upon such

               termination the Executive shall have no right to compensation,

               commission, bonus, benefits or reimbursement pursuant to this





<PAGE>



               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.



          iv.  Death or Disability. This Agreement will terminate upon the death

               or disability of the Executive. 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, sickness or disease. The Executive is not

               entitled to any compensation or benefits after said date of death

               or disability.



          v.   Special Termination. The executive, with or without a change in

               title or formal corporate action, shall no longer exercise all of

               his duties and responsibilities then the Executive, by written

               notice to the Company, or the Company materially breaches this

               Agreement.



          vi.  Voluntary Termination. The Executive, on 30 days prior written

               notice to the Company, may terminate his employment voluntarily.

               Upon such termination, the Company will pay the Executive's

               compensation through the date of such termination. After such

               date, the Executive shall no longer be entitled to receive

               compensation, reimbursement, non-vested stock options or

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