EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT is dated as of March 23, 2009, between Imaging Diagnostic Systems, Inc ., a Florida corporation (the "Company"), and Linda B. Grable (the "Executive").

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 Company wishes to employ the Executive as its Chairman of the Board and Chief Executive Officer, 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 commit to such employment, subject to the terms and conditions contained in this Employment Agreement (the “Agreement”);

NOW, THEREFORE , in consideration of the premises 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 conditions hereinafter set forth.

2.            TERM & TERMINATION .

(a)          Term .   The Company hereby employs the Executive, and the Executive, hereby accepts employment with the Company, for a period commencing on March 23, 2009, and ending one year from that date (the "Term"). All Company obligations under this Agreement shall cease upon its termination, except for those stock options which have been vested.  This employment agreement supersedes the April 16, 2008 agreement except that the 1,000,000 options granted in that agreement continue and shall vest on April 16, 2009.

(b)          Termination without Cause .   The Company may terminate the Executive’s employment without cause.  Such termination will become effective upon the date specified in

the termination notice, provided that such date is at least 60 days from the date of such notice.  In the event of such termination without cause:

(i)              For the remainder of the Term following the effective date of termination, the Company will continue to pay the Executive her salary pursuant to Section 3(a).

(ii)              The Company will continue to maintain for the remainder of the Term following the effective date of termination, for the benefit of the Executive, the employee benefit programs referred to in Section 3(b) as in effect on the date of termination.

(iii)              On the effective date of termination, all options that were scheduled to vest will vest and will remain exercisable for a period of three years from the date of termination.

(c)          Termination for Cause .  The Company may terminate the Executive’s employment at any time for cause by giving written notice of termination setting forth such cause.  Such termination shall become effective upon the giving of such notice, except that, where the basis for cause is capable of cure within 30 days, termination based upon cause shall not become effective unless Executive shall fail to complete such cure within 30 days of receipt of written notice of the existence of such cause. Upon such termination the Executive shall have no right to compensation, commission, bonus, benefits or reimbursement pursuant to this Agreement, for any period subsequent to the effective date of termination.  Further, upon termination for cause, all of the Executive’s unvested stock options shall terminate. For purposes of this section, “cause” shall mean; (1) the Executive is convicted of a felony; (2) the Executive, in carrying out her duties hereunder, commits gross negligence or willful 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; or (5) the Executive materially fails to perform her duties under section 4.

(d)          Death or Disability .  Upon the death or disability of the Executive, the Executive shall be entitled to and the Company will pay the Executive’s salary from the date of death or from the date of disability through the end of the Term. (For purposes of this Section, “disability” shall mean that for a period of six months in any 12-month period the Executive is incapable of substantially fulfilling her duties because of physical, mental or emotional incapacity arising from injury, sickness or disease.)  Should the Executive be rendered disabled, the Company will continue to maintain for the benefit of the Executive the employee benefit programs referred to in Section 3(b) that were in effect on the date of the disability.

(e)          Special Termination .  In the event that (i) the Company materially breaches this Agreement or the performance of its duties and obligations hereunder; or (ii) any entity or person not now an executive officer of the Company becomes either individually or as part of a group the beneficial owner of 20% or more of the Company’s common stock, the Executive, by written notice to the Company, may elect to deem the Executive’s employment hereunder to

have been terminated by the Company without cause under Section 2(b) hereof, in which event the Executive shall be entitled to the compensation provided for in Section 2(b).

(f)          Voluntary Termination . The Executive, on 30 days prior written notice to the Company, may terminate her 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 any compensation, reimbursement or benefits and all unvested stock options shall terminate upon termination of the Executive’s employment.

(g)          Continuing Effect .   Notwithstanding any termination of this Agreement at the end of the Term or otherwise, the provisions of Sections 6 - 11 shall remain in full force and effect and the provisions of these Sections shall be binding upon the legal representatives, heirs, successors and assigns of the Executive.

3.            COMPENSATION .

(a)           The Company will pay the Executive an annual base salary of $144,000 per annum in equal semi-monthly installments.

(b)           During the term of her employment, the Executive shall be entitled to participate in employee benefits plans or programs of the Company, if any, to the extent the Executive is eligible to participate thereunder, including the Comprehensive Group Insurance Program maintained by the Company, partially paid by the Company for the Executive.

(c)           The Company shall provide the Executive with a $500 per month car allowance and a cellular phone.

(d)           The Executive shall receive an option to purchase up to an aggregate of 3,000,000 shares of the Company’s common stock at an exercise price of $.01 per share pursuant to the Company’s standard form of stock option agreement.  The option shall vest on March 24, 2009, provided that the Executive remains employed by the Company through that time, except to the extent that earlier vesting is provided under specified circumstances as set forth elsewhere in this Agreement or in the Company’s applicable form of stock option agreement.

(e)           The Executive will be entitled to nine paid holidays and six weeks of vacation for each 12-month period without loss of compensation or other benefits to which she is entitled under this Agreement, to be taken at such times as the Executive may select and the affairs of the Company may permit.

4.            DUTIES .

(a)            General Duties .  The Executive shall be employed as the Chairman of the Board and Interim Chief Executive Officer, with duties and responsibilities that are customary for such position, and as directed by the Company’s by-laws.  The Executive will use the standard of care befitting of such an executive in performing duties and in discharging

responsibilities pursuant to this Agreement, which duties and responsibilities shall be discharged competently, carefully, and faithfully.

(b)            Corporate Code of Conduct .  The Executive agrees to adhere to the Company’s Corporate Code of Conduct.

(c)            Extent of Services .  The Executive will devote all of her time, attention and energies during normal business hours (exclusive of periods of sickness and disability and of such normal holiday and vacation periods as have been established by the Company) to the affairs of the Company.  The Executive will not enter the employ of, or serve as a consultant to, or in any way perform any services with or without compensation to any person, business or organization without the prior consent of the Board of Directors of the Company; provided, that the Executive shall be permitted to devote a limited amount of time, without compensation, to charitable or similar organizations.

5.             PLACE OF PERFORMANCE .   The Executive hereby acknowledges that the Company’s existing and potential clients are located throughout the world and that the Company is actively engaged in marketing and selling its products and services to such clients throughout the world.

6.             NON-DISCLOSURE OF CONFIDENTIAL INFORMATION .   The Executive acknowledges that, during her employment, she will learn and will have access to confidential information regarding the Company and its affiliates, including without limitation (i) proprietary or secret plans, designs, processes, programs, documents, software, agreements or material relating to the business, products, services or activities of the Company and its affiliates and (ii) market reports, customer investigations, clinical data, scientific or engineering research, customer lists and/or similar information that is proprietary information of the Company or its affiliates (collectively, “Confidential Business and Technical Information”).  The Executive recognizes and acknowledges that the Confidential Business and Technical Information, as it may exist from time to time, represents valuable, special and unique assets of the Company, access to and knowledge of which are essential to the performance of the Executive’s duties hereunder.

The Executive will not, during or after the term of her employment by the Company, in whole or in part, disclose any such Confidential Business and Technical Information to any person, firm, corporation, association or entity for any reason or purpose whatsoever, nor shall the Executive make use of any such Confidential Business and Technical Information for her own purposes or for the benefit of any person, firm, corporation or entity except the Company under any circumstances during or after the term of her employment, provided that after the term of her employment these restrictions shall not apply to such secrets, information and processes which are then in the public domain provided that the Executive was not responsible, directly or indirectly, for such secrets, information or processes entering the public domain without the Company’s consent.

In the event an action is instituted and prior knowledge is an issue, it shall be the obligation of the Executive to prove by clear and convincing evidence that the Confidential

Business and Technical Information disclosed was in the public domain, was already known by the recipient, or was developed independently by the recipient.  The Executive agrees to hold as the Company’s property all memoranda, books, papers, letters, formulas and other data, and all copies thereof and therefrom, in any way containing Confidential Business and Technical Information or otherwise relating to the Company’s business and affairs, whether made by her or otherwise coming into her possession, and upon termination of her employment, or on demand of the Company, at any time, to deliver the same to the Company.

7.            NON-COMPETITION AGREEMENT .

(a)           The Executive acknowledges and agrees that, pursuant to Florida Statutes Section 542.335, based on having access to and acquiring knowledge of highly sensitive and valuable trade secrets, and confidential or proprietary information belonging or relating to the Company, the Executive would be in a position to cause serious and irreparable harm to the Company in the event that, following the termination of her employment hereunder, the Executive were to compete with or be involved in an enterprise which competes with the Company, engages in the same business as the Company, or performs research and development in the field of medical optical imaging.

(b)           Until termination of her employment and for a period of 24 months commencing on the date of termination, the Executive, directly or indirectly, in association with or as a stockholder, director, officer, consultant, executive, partner, joint venturer, member or otherwise of or through any person, firm, corporation, partnership, association or entity, covenants that the Executive will not compete with the Company or any of its affiliates in the design, manufacture, construction, offer, sale or marketing of products or services that are competitive with the products or services offered by the Company during such period, within the United States or anywhere in the world.  The Executive covenants and agrees that during her employment and for a period of 24 months immediately following the termination of such employment, the Executive will not, either individually or in partnership or jointly or in conjunction with any person, firm, business, corporation, partnership, joint venture, entity, syndicate or association, as an executive, principal, agent, officer, director, consultant, advisor, distributor, dealer, contractor, trustee, lender, shareholder or in any manner or capacity whatsoever, directly or indirectly, be employed by, render services to, carry on or be engaged in, or be concerned with or be interested in or advise, lend money to, guarantee the debts or obligations of, or in any manner participate in the management, operation or control of any business which is directly competitive with the business of the Company, engages in the same business as the Company or performs research and development in the medical optical imaging field with any entity located anywhere in the world.

(c)           For the purposes of this paragraph a business shall be deemed to be in “direct competition” or “directly competitive” with the Company if such business is engaged in developing, manufacturing, marketing, selling, or distributing medical optical imaging devices.

8.             NON-SOLICITATION .   The Executive covenants and agrees that while she is employed by the Company and for a period of 24 months immediately following the termination of such employment, she will not, directly or indirectly, in any manner whatsoever, on her own

behalf, or on behalf of any person, firm, business, corporation, partnership, joint venture, entity, syndicate or association solicit, induce or cause, or attempt to induce or cause, any person who is then an employee of or consultant to the Company to cease providing services to the Company.

9.            REASONABLENESS OF CONFIDENTIALITY, NON-COMPETITION AND NON-SOLICITATION OBLIGATION AND COVENANTS .

(a)           The Executive hereby acknowledges and confirms that the obligations and covenants set out in the above paragraphs are reasonable and necessary to protect the legitimate interests of the Company.  Without limiting the generality of the foregoing, the Executive hereby acknowledges and confirms that given, among other things, the nature and international scope of the Company’s operations and of the employment duties to be performed by the Executive hereunder, the geographic scope and duration of the restrictions set forth above are reasonable and necessary to protect the legitimate interests of the Company.

(b)           The Executive further acknowledges and agrees that these obligations and covenants will not preclude her from becoming gainfully employed following their termination of her employment in her profession.

10.            INVENTIONS .

(a)