This Employment Agreement made as of September 1, 1993 is between CAS Medical Systems, Inc. ("CAS")
and Louis P. Scheps ("Mr. Scheps") and sets forth the terms upon which CAS has agreed to employ Mr. Scheps
and he has agreed to be employed.
1.Term and Scope of Employment Agreement. Mr. Scheps hereby agrees to serve as President and Chief
Executive Officer of CAS at least through August 31, 1996 and CAS agrees to employ him at least through that
date as President and Chief Executive Officer of the corporation. Mr. Scheps further agrees to serve at least
through August 31, 1996 as a director of the corporation, and, if requested to do-so by the Board of Directors
of the corporation, to serve as an officer or director of'any subsidiary of the corporation, in every case without
additional compensation. Mr. Scheps agrees to devote all of his business time to the affairs of the corporation and
its subsidiaries and have no outside activities which might conflict with, detract from, or interfere with the best
interests of the corporation.
2.Compensation. As compensation for his services Mr. Scheps shall be paid an annual salary of $150,000. In
each year of employment the Compensation Committee of the corporation shall review Mr. Scheps'
compensation and the results of operations to determine if he shall be paid a personal bonus, or increase in
compensation. Any increase or bonus shall be based upon all the circumstances prevailing and shall boa in the
sole discretion of the corporation. Payment of compensation to Mr. Scheps shall be made by the corporation at
monthly or more frequent intervals.
Mr. Scheps shall be entitled to the normal fringe benefits that from time to time are made available to the senior
management of the corporation. Mr. Scheps shall be entitled to the payment or reimbursement of customary and
appropriate travel and business entertainment expenses.
3.Termination of Employment by Death or Disability. In the event of Mr. Scheps' death or dis