THESE  SECURITIES HAVE NOT BEEN REGISTERED  UNDER THE SECURITIES ACT OF 1933, AS
AMENDED,  OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD OR OFFERED FOR
SALE IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES OR
AN OPINION OF COUNSEL OR OTHER  EVIDENCE  ACCEPTABLE  TO THE  COMPANY  THAT SUCH
REGISTRATION IS NOT REQUIRED.

                               EXCHANGE AGREEMENT

     THIS  EXCHANGE  AGREEMENT,  dated as of November 29,  2006,  is made by and
between  In  Veritas   Medical   Diagnostics,   Inc.,  a  Colorado   corporation
("Company"), and Triumph Small Cap Fund Inc. ( the "Purchaser").

     WHEREAS, in September 2005, the Company issued to Triumph Research Partners
secured convertible  debentures which have an outstanding principal amount, plus
accrued interest, of $165,000 (the "Old Debentures"); and

     WHEREAS, the Purchaser is a designee of Triumph Research Partners; and

     WHEREAS,  the Company and the  Purchaser  wish to provide for the terms and
conditions  pursuant to which (i) the Purchaser  shall receive,  in exchange for
the Old  Debentures,  a secured  subordinated  convertible  debenture  (the "New
Debenture") of the Company in an outstanding  principal amount of $165,000 which
is convertible  into common stock of the Company at a conversion  price of $0.05
per share;

     NOW,  THEREFORE,  for good and  valuable  consideration,  the  receipt  and
sufficiency  of which the  parties  hereby  acknowledge,  the  parties  agree as
follows:

     1.  Exchange  of Old  Debentures  for New  Debentures.  The Company and the
Purchaser  hereby agree that the Old  Debentures  shall be  exchanged  for a New
Debenture in an  outstanding  principal  amount of $165,000 which is convertible
into common stock at a conversion price of $0.05 per share.

     2. Closing. At the Closing, the Purchaser shall deliver the Old Debentures,
and the Company shall deliver the New Debenture to the Purchasers.

     3.  Further  Assurances.  In  connection  with  the  exchange  of  the  Old
Debentures,  the Purchaser, by entering into this Exchange Agreement,  agrees to
execute all  agreements  and other  documents  as  reasonably  requested  by the
Company.

     4.  Company  Representations  and  Warranties  and  Covenants.  The Company
represents, warrants and covenants to the Purchaser as follows:

        a.  Organization.  The Company is a corporation duly organized,  validly
existing and in good  standing  under the laws of Colorado and has all requisite
corporate power and authority to own its properties and carry on its business as
now being conducted.

<PAGE>

        b.  Capitalization.  As of the date of this  Agreement,  the  authorized
capital  stock of the Company  consists of  500,000,000  shares of common stock,
$.001 par value per share,  58,178,467  shares of which are  validly  issued and
outstanding and 50,000,000 shares of preferred stock, $.001 par value per share,
34,343,662 of which are validly issued and outstanding.

        c. Authority;  Enforceability.  The Company has the requisite  corporate
power and  authority to execute and deliver this  Agreement and to carry out its
obligations hereunder. The execution, delivery and performance of this Agreement
and the  consummation  of the  transactions  contemplated  hereby have been duly
authorized by all necessary  corporate  action on the part of the Company and no
other  corporate  proceedings  on the  part  of the  Company  are  necessary  to
authorize this Agreement or to consummate the transactions so contemplated. This
Agreement has been duly executed and delivered by the Company and  constitutes a
valid and binding obligation of the Company,  enforceable against the Company in
accordance  with its  terms,  except as (a)  enforceability  may be  limited  by
applicable bankruptcy,  insolvency,  fraudulent transfer,  moratorium or similar
laws from time to time in effect affecting  creditors'  rights generally and (b)
the availability of equitable remedies may be limited by equitable principles of
general applicability.

        d. Third Party Consents.  No consent,  authorization,  order or approval
of, or filing or registration  with, any governmental  authority or other person
is required for the execution and delivery of this Agreement or the consummation
by the Company of any of the transactions contemplated hereby.

        e. Common Stock.  All shares of the Company's  Common Stock to be issued
pursuant  to this  Agreement  will  be,  when  issued,  free  from  liens,  duly
authorized, validly issued, fully paid and non-assessable.

        f. Most  Favored  Nation  Exchange.  From the date hereof until the date
three (3) years  after the date  hereof,  if the Company  consummates  an equity
financing,  including an equity-linked  financing such as, but not limited to, a
convertible  notes  financing  or a unit  financing  of notes plus  warrants  (a
"Subsequent  Financing"),  the  Purchaser  shall have the right to exchange  the
principal  amount of the New Debenture for any of the  securities  issued in the
Subsequent Financing at the Subsequent Financing price.

        g. No Other Representations or Warranties.  Except as set forth above in
this Section 4, no other representations or warranties,  express or implied, are
made in this Agreement by the Company to the Purchaser.

     5. Purchaser  Representations  and Warranties and Covenants.  The Purchaser
represents, warrants and covenants to the Company as follows:

<PAGE>

        a. Investment Representation.  Purchaser acknowledges that the Note is a
restricted  security,  that  Purchaser is acquiring the Note for its own account
with the present  intention of holding the Note for purposes of  investment  and
not with a view to  distribution  within the  meaning of the  Securities  Act of
1933, as amended and that the Note will bear a legend to such effect.  Purchaser
has relied  solely on its  independent  investigation  in making the decision to
purchase the Note.

        b. Accredited  Investor.  The Purchaser represents that the Purchaser is
an  "accredited  investor"  as such term is defined in Rule 501 of  Regulation D
("Regulation D") promulgated under the Securities Act

        c. Registration Rights. The Purchasers shall not accept, and the Company
shall not pay, any payments  that may have been or may be required to be made by
the Company to the Purchasers under the terms of the certain Registration Rights
Agreement between the Company and the Purchasers,  dated September 7, 2005, that
arises from the failure of the Company to file  timely,  or the  Securities  and
Exchange  Commission to declare  effective  timely,  any registration  statement
required to be filed by the Company for the benefit of any Purchaser.

        d. No Other Representations or Warranties.  Except as set forth above in
this Section 4, no other  representations  or warranties of any kind, express or
implied, are made in this Agreement by Purchaser to the Company.

     6. Miscellaneous.

        a.  Survival  of   Representations,   Warranties  and  Agreements.   The
representations,  warranties,  covenants and  agreements in this Agreement or in
any instrument  delivered  pursuant to this Agreement  shall survive the Closing
and shall not be limited or affected by any investigation by or on behalf of any
party hereto.

        b. Further  Assurances.  Each of the Company and Purchaser will use its,
as the case may be,  best  reasonable  efforts  to take all action and to do all
things necessary,  proper or advisable on order to consummate and make effective
the transactions contemplated by this Agreement.

        c.  Entire  Agreement;  No Third  Party  Beneficiaries.  This  Agreement
(including  the  documents,  exhibits  and  instruments  referred to herein) (a)
constitutes  the entire  agreement  and  supersedes  all prior  agreements,  and
understandings and communications, both written and oral, among the parties with
respect to the subject matter hereof, and (b) is not intended to confer upon any
person other than the parties hereto any rights or remedies hereunder.

        d.  Governing  Law.  This  Agreement  shall be governed and construed in
accordance  with  the  laws of the  State  of New  York  without  regard  to any
applicable principles of conflicts of law.

        e.   Counterparts.   This   Agreement   may  be   executed  in  multiple
counterparts,  each of which shall be deemed an original  and all of which taken
together shall constitute one and the same document.

        f.  Amendment  and  Modification.  This  Agreement may not be amended or
modified  except by an  instrument  in  writing  signed  by each of the  parties
hereto.

<PAGE>

        IN WITNESS  WHEREOF,  the parties have caused this  Agreement to be duly
executed by their  respective  officers  thereunto duly authorized as of the day
and year first above written.

            IN VERITAS MEDICAL DIAGNOSTICS, INC.


            By: /s/ Martin Thorp
                -----------------
                Name:     Martin Thorp
                Title:    Chief Financial Officer



            TRIUMPH SMALL CAP FUND INC.

            By: /s/ Kenneth Orr
                ----------------
                Name: Kenneth Orr
                Title:   President