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.

                               PURCHASE AGREEMENT

     THIS  PURCHASE  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,  since August  2006,  the  Purchaser  has advanced an aggregate of
$275,000 to the Company (the "Cash Advances");

     WHEREAS,  the Company and the  Purchaser  wish to provide for the terms and
conditions  pursuant to which (i) the Purchaser shall receive,  in consideration
of  the  Cash  Advances,  a  secured  subordinated  convertible  debenture  (the
"Debenture") of the Company in an outstanding principal amount of $275,000 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  Cash  Advances  for  Debenture.  The  Company  and the
Purchaser hereby agree that, in consideration of the Cash Advances,  the Company
shall issue to  Purchaser  a Debenture  in an  outstanding  principal  amount of
$275,000 which is convertible  into common stock at a conversion  price of $0.05
per share.

        2. Closing.  At the Closing,  the Company shall deliver the Debenture to
the Purchaser.

        3. Further  Assurances.  In  connection  with this  Exchange  Agreement,
Purchaser  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.

          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,

<PAGE>

$.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  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:

          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

<PAGE>

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. No Other  Representations or Warranties.  Except as set forth above
in this Section 5, 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