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                                                                   EXHIBIT 10.45
                                                CONFIDENTIAL TREATMENT REQUESTED




                        Manufacturing Supply Agreement


                              -----------------

                                BIOFIELD CORP.

                            ---------------------
                          

                               October 29, 1996




                                      
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                                SUPPLY AGREEMENT


This Agreement and all attachments (called the "Agreement") is made by Biofield
Corp. ("Buyer"), a Delaware corporation with its principal place of business at
1225 Northmeadow Parkway, Suite 120, Roswell, Georgia 30076 and SeaMED
Corporation, ("Contractor"), a Washington corporation with its principal place
of business at 14500 NE 87th Street, Redmond, Washington 98052.

Whereas, Buyer has developed proprietary and patented medical devices for the
diagnosis, screening and monitoring of disease and other medical and biological
conditions through the measurement of voltaic direct current electropotentials.

Whereas, the Contractor has the facilities and expertise to design,
manufacture, test and distribute electronic devices in accordance with current
Good Manufacturing Practices ("cGMP") as promulgated by the United States Food
and Drug Administration ("FDA").

Whereas, Buyer desires to engage the services of Contractor for the production
and ongoing maintenance of the Product as hereinafter defined (and other
related electronic assemblies as may be specified in the future);

In consideration of their mutual promises and covenants, Buyer and Contractor
agree as follows:

I.       DEFINITIONS

         A.      "Product" shall be defined as the Biofield Diagnostic Device
                 or Biofield Screening Device the functional specifications of
                 which are attached to this agreement as Attachments A-1 and
                 A-2.  "Product" shall also include modifications that take
                 advantage of expansion capability within the devices described
                 in A-1 and A-2 and used in the detection of Breast Cancer.

         B.      "Qualification Testing" shall be defined as the systematic
                 process of comparing the actual operation of production units
                 of the Product to the Buyer's functional and engineering
                 specifications (Attachment A-3) utilizing the qualification
                 test plan and procedures mutually agreed to in writing by
                 Contractor and Buyer.

         C.      "Verification Testing" shall be defined as the systematic
                 process of comparing the actual operation of engineering
                 prototype units of the Product to the functional and
                 engineering specifications.

         D.      "Medical Device Reporting ("MDR") shall be defined as any
                 event associated with the use of the Product which is required
                 to be reported to the FDA in accordance with 21 CFR Part 803.

         E.      "Device Master Record" ("DMR") shall be defined as the file
                 containing all pertinent records relative to design,
                 specifications, formulations, complete manufacturing
                 procedures and quality assurance requirements relative to
                 production of the Product and its subassemblies.

         F.      "Device History Record" ("DHR") shall be defined as the
                 compilation of records containing the complete production /
                 maintenance history of each finished unit of the Product and
                 showing latest revision history, maintenance history and any
                 other records required by the FDA.

         G.      "Certificate of Compliance" shall be defined as Contractor's
                 notification that appropriate inspection, testing and approval
                 of the Product (including subassemblies for service) has
                 materially complied with current cGMP, and other functional
                 and engineering specifications established by the Buyer.  In
                 addition, the Certificate of Compliance shall state:

                          "The articles comprising this shipment or other
                          delivery by SeaMED to, or in the order of, Biofield
                          Corp., 1225 Northmeadow Parkway, Suite 120, Roswell,
                          Georgia 30076, comply with current cGMPs and
                          Buyer's functional specifications. Further, SeaMED
                          warrants that it has taken no action contrary to the
                          Buyer's formal written direction which of itself
                          would result




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                          in adulteration or misbranding of the product within
                          the meaning of the Federal Food, Drug and Cosmetic
                          Act."

         H.      "Buyer's Equipment" shall be defined as capital equipment such
                 as production molds, fixtures or testing equipment purchased
                 for and charged to the Buyer specifically to manufacture or
                 test the Product.

         I.      "Product Complaint" shall be defined as any written,
                 electronic, or oral communication that alleges deficiencies
                 related to the identity, quality, durability, reliability,
                 safety, effectiveness, or performance of a device.

         J.      "Pre-production Product" shall be defined as the fabrication
                 of Products in the manufacturing area under full cGMP control
                 using pre-production released documentation.

         K.      "Class III" shall mean the FDA's definition and category for
                 Class III medical devices.

         L.      "Non-recurring Engineering" ("NRE") shall be defined as any
                 engineering work that is requested by the Buyer to perform
                 specific Buyer specified tasks. A form of agreement for the
                 costs of such work is annexed hereto as Attachment A-4.

         M.      Document changes relating to the Product will be made in
                 accordance with Attachment A-5 (Document Control Agreement).

II.      GENERAL TERMS AND CONDITIONS

         A.      This Agreement is a supply agreement whereby the Buyer agrees
                 to purchase at least 50% of its worldwide requirements of all
                 units of the Product, excluding Products manufactured by Asian
                 headquartered firms and sold to end-users in Asia for the
                 Purchase Term; it does not obligate Buyer to purchase any
                 specific quantity but only established the terms and
                 conditions for such purchases if they occur.  All such
                 quantities will be specified on Buyer's Purchase Orders issued
                 under the provision of this Agreement and incorporated herein
                 by reference.

         B.      If any term of this Agreement conflicts with any term of an
                 issued Purchase Order, this Agreement shall take precedence.
                 Any terms or conditions not covered under this Agreement must
                 be specified on the front of Purchase Orders and must be
                 mutually agreed to by both the Buyer and Contractor.

         C.      Buyer may add products to the list of "Products"available for
                 purchase hereunder by adding such products to a Purchase Order
                 this is accepted by Contractor.  Such added products shall be
                 deemed "Products" as defined herein as though listed in
                 Attachment A, at the time of executing this Agreement.  The
                 price for which such added products shall be available for
                 purchase under this Agreement shall be as stated on such
                 accepted Purchase Orders(s), subject to the provisions of this
                 Agreement.  The buyer and Contractor shall amend Attachments
                 to reflect the added Products and relevant pricing.

         D.      Buyer and Contractor may utilize resources from a third party
                 engineering services firm when manpower constraints exist or
                 technical issues require expertise outside the scope of either
                 party's project team.  Contractor will not be required to work
                 with any third party engineering, manufacturing or consulting
                 services firm that would be considered to be a direct
                 competitor in the development or manufacturing of the Product
                 for buyer.  Contractor however agrees to transfer information
                 which is the property of the Buyer if Buyer so requests it.

         E.      Payment - Payment for any shipment of Product, if accepted by
                 Buyer, is due thirty (30) calendar days subsequent to the date
                 of invoice for such shipment.  Unless otherwise specified or
                 required by law, all prices will be quoted and billed
                 exclusive of federal, state, or local excise, sales, or other
                 similar taxes.  Such taxes, where applicable, will appear as
                 additional terms on invoices.




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                                                CONFIDENTIAL TREATMENT REQUESTED

F.       Buyer shall supply Contractor with a copy of the sections of the final
         PMA submission which directly relate to the manufacturing and labeling
         of the Product.

III.     PURCHASE ORDERS

         A.      The term "Purchase Order" shall mean Buyer's written Purchase
                 Order form and any documents incorporated therein by
                 reference.

         B.      Acceptance by Contractor is limited to the provisions of this
                 Agreement and any Purchase Order.  No additional or different
                 provisions proposed by Buyer shall apply and are hereby
                 rejected.  In addition, the parties agree that this Agreement
                 and issued Purchase Orders constitute a Contract for the Sale
                 of Goods and satisfy all statutory and legal formalities of a
                 contract.

IV.      PURCHASE TERM

         A.      The term during which Buyer may issue Purchase Orders for
                 Products under this Agreement ("Purchase Term") shall commence
                 on May 15, 1996 and end on May 15, 2001.  During the Purchase
                 Term, contractor shall have worldwide manufacturing rights,
                 excluding products manufactured by Asian headquartered firms
                 and sold to end users in Asia, to manufacture a minimum of 50%
                 of all units of the Product produced for Buyer during the
                 Purchase Term, said time period to survive notwithstanding the
                 sale or licensing of Biofield's technology to a third party.

                 This Agreement governs Purchase Orders issued by Buyer during
                 the Purchase Term and any mutually agreed upon extension.

V.       MANUFACTURE

         A.      Contractor shall manufacture and supply to buyer the number of
                 units of Products ordered pursuant to the Purchase Order in
                 accordance with Buyer's functional and engineering
                 specifications as validated by the mutually accepted
                 qualification test, cGMPs and ISO.  Contractor shall provide
                 to Buyer labels, cartons, and package inserts for each
                 Product, which items shall comply in all material respects
                 with all governmental regulations.  Contractor shall include a
                 Certificate of Compliance with each shipment or other delivery
                 of units of Products.

         B.      Contractor will not design, develop, manufacture or test
                 products utilizing either Buyer's patented or proprietary
                 technology or any closely allied or related technology for the
                 measurement of voltaic or other electropotentials
                 differentials or electromagnetic fields in vivo as applied to
                 cancer diagnosis and screening or the in vivo measurement of
                 cellular proliferation during the Purchase Term (as defined
                 above) or for a period of five years after the termination of
                 the Agreement.

VI.      PRODUCT PRICING

         A.      PREPRODUCTION PRICING will be on a fixed price basis of XXXXX
                 per Pre-production Product, (excluding the patient cable) with
                 any savings from economies of scale or cost reductions to
                 benefit the Contractor.  Maximum number of Pre-production
                 Product at this price will be thirteen (13).  If additional
                 Pre-production Product are ordered pricing will be negotiated.




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                                                CONFIDENTIAL TREATMENT REQUESTED
B.       PRODUCTION PRICING

           (i)      Initial production pricing will be fixed at XXXXX per
                    unit of Product (excluding patient cable) turnkey,
                    including all labeling, packaging and manuals, and is
                    based on a minimum order quantity of fifty (50) units
                    of Product per Purchase Order.  Pricing is based upon
                    unit of Product configurations A1433 & A1434 as
                    defined in Buyer's statement of work dated 4/18/96
                    and including any reasonable changes required due to
                    qualification testing results or FDA requirements.
                    This price will be fixed for units of Product ordered
                    and scheduled for delivery by December 31, 1996. A
                    sample pricing model to serve as basis for
                    negotiation is annexed as Attachment 6.   After
                    January 1, 1997 pricing will be reviewed and
                    negotiated on an annual basis. Reductions in cost
                    achieved between pricing dates are to be to the
                    Contractor's benefit.  The Buyer is not responsible
                    for NRE charges unless previously approved by the
                    Buyer.  Sustaining engineering efforts during
                    production are covered through normal overhead and
                    burden rates.
         
           (ii)     Prices include all charges such as packaging,
                    packing, and all taxes except sales, use, and other
                    such taxes imposed upon the sale or transfer of
                    Product.  Buyer shall have no liability for such
                    taxes if it has complied with statutory resale tax
                    certificate requirements.  If Buyer is liable to pay
                    these taxes, they shall be specifically listed in
                    Contractor's invoice.

VII.     DELIVERY, LEAD-TIME AND FLEXIBILITY

         A.      Buyer's Purchase Orders shall state contractor's committed
                 delivery date for Product.  TIME AND RATE OF DELIVERY ARE OF
                 THE ESSENCE OF ALL PURCHASES MADE UNDER THIS AGREEMENT> The
                 maximum agreed period between Buyer's issuance of a Purchase
                 Order and the scheduled delivery date ("Lead-time") shall be
                 XXXXX, which may be adjusted based upon written notification
                 of current manufacturing lead times.

         B.      All shipments shall be F.O.B. Origin, with title passing to
                 buyer at time of invoicing.  Buyer shall select the carrier
                 and shall pay transportation charges.  Invoicing will not
                 occur until units have passed final acceptance testing, final
                 quality inspection, and units are packaged and ready for
                 shipment.

         C.      Buyer may require that shipments of Product under this
                 Agreement be shipped by contractor to various destinations.
                 The Purchase Order issued by the Buyer will clearly specify
                 the "SHIP TO" location for each Product.

         D.      Buyer may, increase or decrease the quantity of units of
                 Product covered by a Purchase Order ("PO") by mutual
                 agreement, within the following parameters:

<TABLE>
                          <S>                               <C>
                          0 to 2 Months                     Firm POs, Schedule unchangeable

                          3 to 4 Months                     Firm POs.  May move up to 25% of scheduled deliveries on POs
                                                            out 30 days without penalty, or in 30 days depending on
                                                            material availability and current capacity.

                          5 to 6 Months                     Firm POs.  May move up to 40% of scheduled deliveries on POs
                                                            out 60 days without penalty, or in 45 days depending on
                                                            material availability and current capacity.

                          7 to 12 Months                    May move up to 50% of scheduled deliveries on POs out 60 days
                                                            without penalty, or in 60 days depending on material
                                                            availability and current capacity.
</TABLE>




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         E.      Delivery slides initiated by Buyer greater than 60 days will
                 require an inventory deposit for one hundred percent (100%) of
                 materials purchased, received and paid for by contractor.
                 Upon buyer's request, Contractor is to provide a listing of
                 inventory paid for by contractor.  Payment for actual material
                 purchases paid for by Buyer will be discounted from cost of
                 units of Product at time of invoicing.

         F.      EXCESS AND OBSOLETE MATERIALS

                 (i)      Contractor and Buyer will work together to minimize
                          the impact of excess material of obsolete materials
                          related to the manufacture of Product.  Changes to
                          the design of the Product by the Buyer may create
                          obsolete or excess inventory.  Prior to implementing
                          Buyer directed changes, Contractor will identify the
                          potential impact to production and inventory, and
                          will communicate the potential cost to the Buyer.
                          Contractor will advise buyer of the best method to
                          return materials on order or how to best implement
                          changes based on dates which such changes become
                          effective to reduce the impact on Buyer's cost.
                          Buyer will be responsible for the cost of inventory
                          that becomes excess or obsolete due to Buyer
                          initiated changes.  Any excess or obsolete
                          inventories will be charged to the Buyer at
                          Contractor's cost, but without profit.  Disposition
                          of excess or obsolete materials will be coordinated
                          with the Buyer to minimize the impact of cost to the
                          Buyer where possible.

                 (ii)     Any excess or obsolete inventory generated by
                          Contractor initiated changes will be the sole
                          responsibility of the Contractor.

         G.      Upon request from Buyer, Contractor will provide a quarterly
                 listing by serial number of finished goods inventory on hand
                 which has been invoiced to the Buyer.

VIII.    ACCEPTANCE

         A.      Acceptance by Buyer of units of Product manufactured and
                 supplied by Contractor shall be subject to inspection and test
                 by Buyer.  Buyer shall have the right to reject any units of
                 product within 30 days after delivery upon written notice to
                 Contractor stating in details the reasons for rejection if the
                 units of Product fail to conform to the Certificate of
                 Compliance accompanying the shipment.  Upon receipt of the
                 rejected unit by the Contractor and the previous stated
                 notice, Contractor shall use its best efforts to replace all
                 rejected units of Product and to redeliver such units within
                 30 days.  Of the rejected units of product described above,
                 all shipping costs regarding the replacement of defective
                 units of Product and their redelivery shall be borne by
                 Contractor.

         B.      Buyer shall have the authority to perform reasonable random
                 quality assurance, fixed assets and cGMP inspections of the
                 relevant portions of SeaMED'S facility for manufacturing
                 Products upon twenty-four (24) hours notice.  SeaMED shall
                 fully cooperate with Buyer's inspections. Buyer recognizes
                 that, due to the nature of SeaMED's business, certain areas of
                 SeaMED's premises may not be available to Buyer personnel.
                 These certain areas will not include those important to the
                 manufacture of the Products for Buyer.

                 Contractor agrees to advise Buyer promptly of any inspection
                 specific to Buyer's product received from the FDA or other
                 regulatory authority.  Contractor will permit Buyer's
                 representatives to attend such inspection if Buyer so
                 requests, and to provide to buyer, as confidential
                 information, a copy of any notice of observation that is
                 provided to Contractor by the investing authority.  The
                 Buyer's access during the inspection as well as information
                 provided in the notice of observation will be limited to those
                 areas specific to Buyer's product.




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                                                CONFIDENTIAL TREATMENT REQUESTED
IX.      WARRANTY

         A.      LIMITED WARRANTY

                 (i)      Contractor is a Washington corporation duly
                          organized, validly existing and in good standing; it
                          has full power, right and authority to enter into and
                          perform its obligations under the Agreement,
                          including the right to manufacture and sell Products
                          to Buyer; this Agreement has been duly authorized by
                          all necessary corporate actions and when duly
                          executed by the appropriate corporate officers of
                          Contractor will be a valid and binding agreement of
                          Contractor enforceable in accordance with its terms
                          except to the extent that such enforceability may be
                          limited by applicable bankruptcy, insolvency and
                          other similar laws affecting creditor's right
                          generally.  Products which are rejected for reasons
                          which are directly related to design performed by a
                          party other than the Contractor will be the
                          responsibility of the Buyer.  Should there be a
                          dispute as to design responsibility, a mutually
                          agreed third party will be used to arbitrate the
                          dispute on this issue alone.

                 (ii)     Contractor expressly represents and warrants for a
                          period of XXXXX from the time of invoice or XXXXX
                          from the time of delivery to the Buyer's customer,
                          whichever comes first, that all Products upon
                          delivery to Buyer are in good working order, are free
                          from defects in materials and workmanship, and
                          conform to the Buyer's functional and engineering
                          specifications as validated by the qualification plan
                          as jointly agreed to by Buyer and Contractor.  The
                          Products are sold and delivered free from any claim,
                          security interest or other lien or encumbrance.  All
                          warranties contained in this Order shall survive
                          inspection test, acceptance and payment and will
                          inure to the benefit of Buyer's customers.

                 (iii)    Contractor warrants it has the right to convey the
                          Products and that the Products are free of all liens
                          and encumbrances.  These warranties shall survive any
                          inspection, delivery, payment, and termination of
                          this Agreement, and shall run to Buyer, its
                          customers, successors, and assigns.

                 (iv)     Contractors warrants that all Products shall be
                          produced according to Buyer's functional and
                          engineering specifications as validated by the
                          qualification plan jointly agreed to by Buyer and
                          Contractor, manufactured and assembled in compliance
                          with all applicable federal and state laws and rules
                          and regulations, which are material to maintain the
                          Contractor's ability to deliver product in a cGMP and
                          ISO environment.

                 (v)      If any units of Product sold and delivered to Buyer
                          breaches any of the foregoing warranties, Contractor
                          shall either repair or replace or provide to Buyer
                          full credit for the purchase price of any unit of
                          Product which is defective. Contractor shall correct
                          defects in Product at its facility.  At Buyer's
                          option, Contractor shall complete an assessment of
                          the returned product, (typically within three (3)
                          days of receipt), and repair or replace all defective
                          Product, (typically within fourteen (14) days of
                          receipt) unless otherwise specified.  Turn around
                          times will vary depending on the complexity of the
                          defect.  Inbound freight will be the responsibility
                          of Buyer, except as noted in section 8 (A).
                          Contractor agrees to pay return freight to the
                          customer and method of shipment will be consistent
                          with the method of inbound freight to the Contractor
                          for units covered under warranty.

                 (vi)     The aforementioned warranties do not extend to the
                          system algorithm, the system patient cable, or the
                          sensors.  The design and responsibility for these
                          three items rest solely with the Buyer.

         B.      NON-WARRANTY

                 Repair services outside the scope of the warranties described
                 in this Section IX shall be provided by the




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                                                CONFIDENTIAL TREATMENT REQUESTED

                 Contractor and/or the Buyer pursuant to a Repair and Service
                 Agreement to be negotiated in good faith by the parties and
                 signed within a reasonable time following execution of this
                 Agreement.

         C.      SUPPLY OF REPLACEMENT PARTS

                 (i)      Contractor agrees to provide Buyer, upon request,
                          buyer's requirements of replacement parts,
                          schematics, plans and sources of supply or a designee
                          of the buyer to: (a) provide non-warranty repair
                          services to buyer's customers, should Contractor not
                          provide such repairs, and (b) provide warranty repair
                          services at authorized third party service centers
                          world-wide selected by the Buyer with Contractor's
                          consent, which shall not be unreasonably withheld.
                          Buyer shall pay for such replacement parts consistent
                          with Contractor's current spares pricing methodology,
                          plus freight and shipping charges actually incurred
                          by the Contractor.  The cost of replacement parts
                          required pursuant to (A) above, including freight and
                          shipping charges, shall be at the Contractor's
                          expense as part of it's warranty services.  No third
                          party repairs will occur without mutual consent of
                          Contractor and Buyer.

                 (ii)     Contractor warrants that for a period of time
                          beginning on the date of delivery to Buyer or the
                          Buyer's designee of any replacement parts provided
                          pursuant to this Section A, Limited Warranty, and
                          continuing thereafter for XXXXX following delivery of
                          such replacement parts to the buyer's customer (but
                          in no event to exceed XXXXX from the date of delivery
                          of such replacement parts to the Buyer), each such
                          part shall be in good working order, and conform to
                          all applicable component of product specifications,
                          and be delivered free from any claim, security
                          interest or other lien or encumbrance and all
                          applicable laws, ordinances, rules, regulations,
                          orders and standards have been complied with.  In the
                          event any replacement part provided pursuant to this
                          Section does not conform with the above, the Buyer
                          or, at the Buyer's option, the Buyer's designee shall
                          return such replacement part to the Contractor.  The
                          Contractor shall use its best effort to promptly
                          repair or replace such replacement parts.
                          Replacement parts verified as defective will be
                          repaired or replaced without charge.  If such parts
                          are returned within thirty days from time of shipment
                          the freight cost of the original shipment will be
                          refunded.

                 (iii)    Contractor shall, on a best efforts basis, attempt to
                          assure that any and all component materials and parts
                          for the Products obtained from subcontractors and/or
                          vendors shall be readily available and shall not
                          become obsolete and shall remain in production by the
                          vendor and/or subcontractor for a period of at least
                          three years from FDA pre-market approval of the
                          Product.  Should Contractor become aware of any
                          potential obsolescence of a component material or
                          part which might impact Buyer's FDA pre-market or
                          market approval of the Product, Contractor will
                          immediately notify Buyer in writing of the situation
                          to enable buyer to determine a proper course of
                          action.  Contractor shall monitor the production and
                          availability of major component materials and parts
                          of Products to assure that they continue in
                          production or can be purchased for a period of at
                          least three years following approval by the FDA for
                          marketing of commercial units.

X.       CONFIDENTIAL INFORMATION

         A.      During the term of this Agreement and for a period of five
                 years thereafter, each party shall keep strictly confidential,
                 and shall not use for any purpose other than the matter
                 hereof, any and all information and materials received from
                 the other party which the disclosing party designates in
                 writing upon or within 30 days after disclosure as
                 confidential ("Confidential Information and Materials").
                 Confidential Information and Materials qualifying as trade
                 secrets and shall be maintained confidential for so long as
                 information of materials remain trade secrets.  There shall
                 not be considered as Confidential Information and Materials
                 any information or materials which:




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                 (i)      is or are already part of the public domain at the
                          time of disclosure under this Agreement or thereafter
                          becomes or become part of the public domain otherwise
                          than by breach of this confidential obligation;

                 (ii)     the receiving party can show by competent proof had
                          already come into its possession without violation of
                          this Agreement at the time of disclosure under this
                          Agreement; or

                 (iii)    is communicated by a third party which did not
                          receive the same directly or indirectly from either
                          party, or from any other party under a binder of
                          confidentiality.

         B.      Each party may disclose Confidential Information or Materials
                 with the prior written approval of the disclosing party, to
                 third parties having a valid need to know and who enter into
                 written confidentiality agreements with the disclosing party
                 containing restrictions on further disclosure and use no less
                 stringent that the provisions of this Article X, or as it
                 deems necessary, This restriction of information does not
                 apply to the normal disclosure of information that occurs:

                 (I)      during a FDA or ISO inspection / audit;

                 (ii)     in prosecuting or defending litigation;

                 (iii)    as required for obtaining regulatory approvals for
                          manufacture or sale of Products; or

                 (iv)     in complying with applicable laws or regulations or
                          fulfilling the disclosure requirements of any
                          securities regulatory agency or securities exchange
                          in the event of a securities offering by it; provided
                          that it gives the disclosing party prior notice of
                          such disclosure and takes reasonable actions to limit
                          the disclosure.

         C.      Upon expiration or termination of this Agreement, each party
                 shall promptly deliver to the other party all records in its
                 possession or control containing Confidential Information and
                 Materials furnished to it by, or belonging to, the other
                 party, other than an archival set which must be retained by
                 the Contractor for compliance purposes and which will be
                 maintained in accordance with the provisions of this Article.

XI.      OWNERSHIP

         A.      Specifications - Contractor acknowledges that the
                 specifications and all related writings, drawings, artwork,
                 computer assisted designs, blueprints, manuals, notes,
                 notebooks, reports, memorandums and similar works and
                 materials are and shall be the exclusive property of Buyer,
                 and Buyer retains all right, title and interest, including
                 copyright, relating to such material.  Contractor agrees to
                 maintain a full controlled set of Device Master Records for
                 any Products built for the Buyer.  Upon termination of this
                 Agreement, Contractor agrees to return to Buyer all copies of
                 the specifications and related materials within twenty (20)
                 business days of such termination; this material shall be
                 complete in every respect, as to permit an experienced
                 manufacturer to manufacture, assemble, maintain and service
                 the Product described in this Agreement.  If termination
                 occurs prior to building the Product, Contractor will provide
                 a data package containing all information updated as of the
                 date of termination.  The material shall include a full
                 drawing package in reproducible form and any revisions or
                 updates, including but not limited to; electronic files,
                 AutoCAD files, fabrication drawings, approved supplier list,
                 test specifications, tooling specifications and drawings,
                 manufacturing assembly instructions, routings, quality
                 assurance protocols, test equipment, specs and drawings and
                 engineering change notice history, device master files, and
                 device history records.  Transfer of information will be
                 Product specific not including Contractor's proprietary
                 policies and procedures.

         B.      Buyer's Equipment - Contractor shall install, maintain and
                 account for Buyer's Equipment at Contractor's facility or
                 Contractor's subcontractor's facility in accordance with cGMP.
                 Contractor hereby acknowledges that the Buyer's Equipment is
                 the sole and exclusive property of Buyer.  Buyer shall provide
                 identification and




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                 ownership tags (also called asset tags) for the Buyer's
                 Equipment, and Contractor shall ensure that such tags are
                 properly placed and maintained on all Buyer's Equipment.
                 Contractor here by covenants that, during the term of this
                 Agreement.

                 (i)      Contractor and any subcontractor of Contractor using
                 Buyer's Equipment shall utilize Buyer's Equipment solely for
                 manufacturing Buyer's requirements of the Product as provided
                 hereunder,

                 (ii)     Contractor shall not encumber any of the Buyer's
                 Equipment, nor shall Contractor permit the Buyer's Equipment
                 to become encumbered as a result of any act or omission of
                 Contractor or a subcontractor of Contractor.

         C.      Within Twenty (20) business days following termination or
                 expiration of this Agreement, Contractor agrees to properly
                 pack and return to Buyer, or cause to be properly packed and
                 returned to buyer, F.O.B. point of shipment, all Buyer's
                 Equipment, the same to be shipped to such facility as Buyer
                 directs at Buyer's expense.

         D.      Improvements - Contractor hereby acknowledges that all
                 improvements shall be the sole property of Buyer, and
                 Contractor shall provide Buyer, at Buyer's request and at a
                 reasonable charge, reasonable assistance in securing patents
                 for such improvements.  Contractor agrees to promptly disclose
                 all improvements to Buyer and to execute, or have its
                 employee's, agents, subcontractors or representatives execute
                 documents reasonable requested by Buyer to evidence Buyer's
                 ownership of such improvements and any intellectual property
                 rights related thereto or to perfect Buyer's ownership rights
                 of same.

XII.     INDEMNITY

         A.      Buyer agrees to indemnify against and hold harmless
                 Contractor, its affiliated entities, and their respective
                 officers, directors, shareholders, employees and agents and
                 their respective successors and assigns from and against any
                 and all claims, losses, damages, liability, costs and expenses
                 of any nature whatsoever, whether accrued, absolute,
                 contingent or otherwise (including, without limitation,
                 reasonable attorney's fees and legal costs and disbursements
                 whether or not suit is brought) arising out of Buyer's
                 negligence, reckless conduct, or willful misconduct: provided,
                 that Buyer's liability hereunder shall be reduced
                 proportionately by the percentage of fault, if any that may
                 ultimately be assigned or imposed on Contractor by a court or
                 arbitrator as a result of the Contractor's own negligence,
                 reckless conduct or willful misconduct including but not
                 limited to (i) any failure of a manufactured instrument to
                 conform to Design Specifications or (ii) any failure of a
                 manufactured instrument to conform to cGMP regulations.  In
                 the event any claim is asserted or any suit is filed against
                 Contractor for which Buyer is or may be required to indemnify
                 Contractor under this provision, Contractor shall give Buyer
                 prompt written notice of same.  Any failure to so notify the
                 Buyer shall not relieve Buyer from any liability that it may
                 have to Contractor except to the extent that such failure to
                 notify shall be prejudicial to a proper defense against the
                 claim or action or other satisfactory resolution.  In the
                 event of any such claim or suit against the Contractor,
                 Contractor may at its option tender defense of the claim or
                 suit to Buyer, in which case the Contractor shall cooperate
                 with Buyer, at Buyer's request and expense, in the defense of
                 such claim or suit and Buyer shall have the sole right to
                 defend and/or settle such a claim or suit, including selecting
                 counsel of its choice.  Regardless of whether or not
                 Contractor tenders defense of the claims or requirement of
                 this paragraph that Buyer fully indemnify Contractor remains
                 in full force and effect.  To the extent that the settlement
                 of a claim, the defense of which has been assumed by the
                 Buyer, involves the payment of money only, the buyer shall
                 have the right, in consultation with the Contractor, to settle
                 those aspects dealing only with the payment of money, provided
                 that the Buyer pays such money and such settlement includes a
                 general release from the other parties to such proceeding in
                 favor of the Contractor.  Notwithstanding the foregoing, in
                 connection with any such defense or settlement, the Buyer
                 shall not enter into a consent decree involving injunctive or
                 other nonmonetary relief without the Contractor's prior
                 written consent, which consent shall not be unreasonably
                 withheld.  In the event the Contractor desires to settle any
                 third party claim, the Contractor shall advise the Buyer in
                 writing of the amount it proposes to pay in settlement
                 thereof.  If such proposed settlement is unsatisfactory to the
                 Buyer, it shall have the right to continue to defend




                                      10
<PAGE>   11



                 the claim or to assume control of the defense of such claim
                 from the Contractor.

         B.      Contractor agrees to indemnify against and hold harmless
                 Buyer, its affiliated entities, and their respective officers,
                 directors, shareholders, employees and agents and their
                 respective successors and assigns from and against all claims,
                 losses, damages, liability, costs and expenses of any nature
                 whatsoever, whether accrued, absolute, contingent or otherwise
                 (including, without limitation, reasonable attorney's fees and
                 legal costs and disbursements whether or not suit is brought)
                 arising out of Contractors' manufacture of the instrument /
                 product, including but not limited to (i) any failure of the
                 Contractor to manufacture the instrument / product in
                 conformance with the Design Specifications, (ii) any failure
                 by the Contractor to comply with FDA cGMP regulations, (iii)
                 the negligent manufacture of the instrument / product by the
                 Contractor, or (iv) breach by Contractor of any of its
                 warranties or covenants contained in this Agreement, provided,
                 that Contractor's liability hereunder shall be reduced
                 proportionately by the percentage of fault, if any that may
                 ultimately be assigned or imposed on Buyer by a court of law
                 or arbitrator as a result of the Buyer's own negligence,
                 reckless conduct or willful misconduct.  In the event any
                 claim is asserted or any suit is filed against Buyer for which
                 Contractor is or may be required to indemnify Buyer under this
                 provision, Buyer shall give Contractor prompt written notice
                 of same.  Any failure to so notify the Contractor shall not
                 relieve Contractor from any liability that it may have to
                 buyer except to the extent that such failure to notify shall
                 be prejudicial to a proper defense against the claim or action
                 or other satisfactory resolution.  In the event of any such
                 claim or suit against the Buyer, Buyer may at its option
                 tender defense of the claim or suit to Contractor, in which
                 case the Buyer shall cooperate with Contractor, at
                 Contractor's request and expense, in the defense of such claim
                 or suit and Contractor shall have the sole right to defend
                 and/or settle such a claim or suit, including selecting
                 counsel of its choice.  Regardless of whether or not buyer
                 tenders defense of the claim or suit to Contractor, and
                 regardless of whether or not any such tender is accepted or
                 rejected by contractor, the requirement of this paragraph that
                 contractor fully indemnify Buyer remains in full force and
                 effect.  To the extent that the settlement of a claim, the
                 defense of which has been assumed by the contractor, involves
                 the payment of money only, the Contractor shall have the
                 right, in consultation with the Buyer, to settle those aspects
                 dealing only with the payment of money, provided that the
                 Contractor pays such money and such settlement includes a
                 general release from the other parties to such proceeding in
                 favor of the Buyer.  Notwithstanding the foregoing, in
                 connection with any such defense or settlement, the Contractor
                 shall not enter into a consent decree involving injunctive or
                 other nonmonetary relief without the Buyer's prior written
                 consent, which consent shall not be unreasonably withheld.  In
                 the event the Buyer desires to settle any third party claim,
                 the Buyer shall advise the Contractor in writing of the amount
                 it proposes to pay in settlement thereof.  If such proposed
                 settlement is unsatisfactory to the Contractor, it shall have
                 the right to continue to defend the claim or to assume control
                 of the defense of such claim from the Buyer.

XIII.    FORCE MAJEURE

         Neither party shall be considered to be in default in respect of any
         obligation hereunder, if failure of performance shall be due to Force
         Majeure.  If either party is effected by a Force Majeure event, such
         party shall, within ten (10) days of its occurrence, give notice to
         the other party stating the nature of the event, its anticipated
         duration and any action being taken to avoid or minimize its effect.
         The suspension of performance shall be of no greater scope and no
         longer duration than is required and the non-performing party shall
         use reasonable efforts to remedy its inability to perform.  Force
         Majeure shall mean, without limitation, explosion, flood, fire, war
         (whether declared or otherwise), accident, labor strike, or other
         labor disturbance, sabotage, acts of God, or acts of regulatory
         agencies, including withdrawal or suspension of licenses and consents,
         which are beyond the control of a party.

XIV.     REGULATORY MATTERS

         A.      Complaints - Buyer and Contractor agree to exchange within
                 five working days of receipt all written and oral complaints
                 as defined by cGMP in 21 CFR 820.198 related to Products, with
                 the exception that complaints related to death, injury or
                 imminent health hazard will be exchanged with two calendar
                 days of receipt.  The Buyer is the listed manufacturer of the
                 Product and will be responsible for the following MDR
                 reporting




                                      11
<PAGE>   12



                 requirements:

                 (i)      Manufacturer will be required to submit MDR reports
                          to FDA (1) within 30 days of becoming aware of
                          information that reasonably suggests that a device
                          may have caused or contributed to a death or serious
                          injury; (2) within 30 days of becoming aware of
                          information that reasonably suggests a device has
                          malfunctioned and that that device or a similar
                          device marketed by the manufacturer would be likely
                          to cause a death or serious injury if the malfunction
                          were to recur; or (3) within 5 days of (a) becoming
                          aware that a reportable MDR event or events, from any
                          information, including any trend analysis,
                          necessitates remedial action to prevent an
                          unreasonable risk of substantial harm to the public
                          health, or (b) becoming aware of an MDR reportable
                          event for which FDA has made a written request for
                          the submission of a 5 day report.

                 (ii)     Manufacturers also have responsibilities for
                          submitting baseline reports to FDA regarding
                          marketing information about devices that have been
                          the subject of MDR's) in accordance with section
                          803.55 of the regulations.

                 Contractor will use its best effort to close complaints in a
                 timely manner upon receipt and evaluation of the device at the
                 Contractor's facility, and any other information pertinent to
                 the investigation.

         B.      Registration - Contractor hereby represents to Buyer that it
                 is and will remain a FDA registered Manufacturer.
                 Additionally, the Contractor represents that it is and will
                 retain its ISO9001 certification and maintain a quality system
                 in compliance with EN46001 for the duration this Agreement.

         C.      Product Reports - Buyer shall provide Contractor with a copy
                 of all medical device reports ("MDR") and user reports
                 pertaining to the Product of which the Buyer is aware.

         D.      FDA Inspection Reports - Contractor shall, within five working
                 days of receipt, provide the Buyer with copies of any FDA Form
                 483 observations, follow-up warning letters or close-out
                 reports for those portions of FDA cGMP compliance inspection
                 reports relating specifically to the manufacture of the
                 Product(s) for any facility where the Product(s) is
                 manufactured.

         E.      Contacts - Each party shall designate an individual within
                 their organization to be the primary contact regarding
                 regulatory issues.  Such individual can be changed by giving
                 written notice thereof to the other party.

         F.      Contractor agrees to provide Buyer upon demand access to all
                 of the following specific documentation and all copies thereof
                 required for pre-market approval or other required submittal
                 to the FDA or any other regulatory body: engineering drawings,
                 engineering specifications, work orders, change orders,
                 manufacturing procedures, inspection procedures, quality
                 assurance procedures, labeling procedures, maintenance log and
                 procedure for equipment used to manufacture Products,
                 inspection reports, calibration procedures and specifications,
                 Product release procedures, tooling drawings and
                 specification, product specifications, significant
                 documentation.  The above documentation shall be prepared in a
                 manner which is acceptable to Buyer, and will be in accordance
                 with applicable FDA or other regulatory requirements of buyer
                 and shall be labeled as such.  Contractor acknowledges its
                 understanding that these documents will be critical to Buyer's
                 pre-market approval submissions and continuing FDA or other
                 regulatory body requirements. Accordingly, Contractor agrees
                 that it shall perform all of its obligations hereunder in a
                 manner which shall in all cases meet all applicable FDA or
                 other regulatory body requirements to support Buyer's
                 pre-market approval process and continuing FDA or other
                 regulatory body compliance.

         G.      If there is a FDA or regulatory agency action against the
                 Contractor that would preclude the Contractor from meeting its
                 obligations under this agreement, Buyer may, at its sole
                 discretion, require renegotiation of certain terms of this
                 Agreement based on the adverse effects of changed market
                 circumstances as a result of such




                                      12
<PAGE>   13



                 FDA or other regulatory agency action or voluntary recall.

         H.      In the event that Contractor moves or changes the site for the
                 manufacturing of Product, any costs involved with a site
                 change shall be borne by the Contractor.  Any costs associated
                 with PMA supplemental filings as the result of a site change
                 shall be borne by the Buyer.

XV.      NOTICES

         A.      Any notice given under this Agreement shall be written.
                 Written notice shall be sent by registered mail or by
                 certified mail, postage prepaid, return receipt requested, by
                 facsimile or be personally served.  Any facsimile notice must
                 be followed within three (3) days by actual written notice as
                 set forth above.  Any notice personally served or marked as
                 set forth above shall be deemed to have been given on the date
                 of personal delivery or the date such notice was deposited in
                 the US Mail as set forth above.  All notices shall be
                 addressed as followed:


<TABLE>
<S>                                        <C>                                         <C>
                                           If to Contractor:                           If to Buyer:
                                           Manager, Customer Support & Contracts       Vice President of Manufacturing
                                           SeaMED Corporation                          Biofield Corp.
                                           14500 NE 87th Street                        1225 Northmeadow Parkway, Suite 120
                                           Redmond, WA 98052                           Roswell, Georgia 30076

                                           with copies to:                             with copies to: CEO                         
                                           Vice President, Operations
                                           Vice President, Regulatory Affairs and      Executive Vice
                                           President Quality Assurance                 Biofield Corp.
                                           SeaMED Corporation                          1225 Northmeadow Parkway, Suite 120
                                           14500 NE 87th Street                        Roswell, Georgia 30076
                                           Redmond, WA 98052
 </TABLE>

                 Either party may change its address for the purpose of this
                 section by giving the other party notice thereof in accordance
                 with this section.

XVI.     TERMINATION

         A.      Upon any material breach of the terms and provisions herein,
                 this Agreement may be terminated by either party hereto if
                 such breach is not corrected within sixty (60) calendar days
                 after written notice to the defaulting party calling for
                 remedy of such breach.  If any provision of this Agreement
                 gives any party the right to terminate this agreement, upon
                 the occurrence or non-occurrence of certain stipulated events,
                 such termination shall be effective upon written notice to the
                 other party.

         B.      Either party may immediately terminate this Agreement, if the
                 other party shall have become insolvent or bankrupt, or any
                 case or proceeding shall have been commenced by or against the
                 other party in bankruptcy or seeking liquidation, dissolution
                 or winding-up, and any such event shall have continued for 30
                 days without being dismissed, bonded or discharged.

         C.      In the event that this agreement is terminated, the parties
                 agree as follows:




                                      13
<PAGE>   14




                 (i)      If Buyer or Contractor terminates this Agreement,
                          either by notice or as a result of breach by the
                          Buyer or Contractor, Buyer shall buy from Contractor,
                          at cost, any and all transferable parts which are in
                          inventory or are on order and non-cancelable by
                          Contractor.  Buyer shall reimburse contractor for all
                          finished goods, work in process and raw materials
                          inventory either on hand or on order and
                          non-cancelable, purchased and/or manufactured as a
                          result of  Buyer's purchase orders or approved
                          production forecasts.  Contractor shall complete any
                          work in process if so requested by Buyer as if no
                          termination notice was given.  If the materials are
                          not useable by the Buyer as a result of the Breach by
                          the Contractor, the Buyer is not obligated to
                          purchase the materials.  In any event the Buyer will
                          not be obligated to purchase materials for which the
                          Buyer has not issued a firm Purchase Order.

                 (ii)     If Buyer or Contractor terminates this agreement, and
                          if Buyer requests Contractor's assistance in
                          establishing an alternate source for the production
                          of the product, Contractor shall provide to Buyer any
                          design details, tooling and WIP relating to the
                          product.  Buyer shall be responsible for all costs
                          associated with establishing an alternate source,
                          including but not limited to copying records and
                          transferring transferable parts to an alternate
                          source.  Buyer shall also reimburse Contractor for
                          all outstanding costs incurred an all  non-cancelable
                          committed costs associated with the Limited
                          Production Phase of this agreement.  Contractor shall
                          provide a complete listing of parts including
                          traceability records.

XVII.    SURVIVAL

         The articles and provisions of this Agreement dealing with Delivery,
         Payment, Warranty, Confidential Information, Ownership, Indemnity, US
         Customs, Marking, Duty Drawback Requirements, and Compliance with
         Laws, shall survive termination or expiration of this Agreement for a
         period of 5 years.

XVIII.   GENERAL

         A.      The terms of this Agreement may only be supplemented or
                 modified by written amendment executed by all parties hereto.
                 If either party fails to enforce any term of this Agreement,
                 failure to enforce on that occasion shall not prevent
                 enforcement on any other occasion.

         B.      As used in this Agreement, except where otherwise noted, the
                 term "days" shall mean business days.

         C.      The parties hereto (including their respective agents and
                 employees) are independent contractors and nothing contained
                 in this Agreement shall be deemed or construed to create the
                 relationship of partnership or joint venture or any
                 association or relationship between the parties other than
                 buyer and seller.  Without limiting the generality of the
                 foregoing, Contractor is not authorized to represent or make
                 any commitments on behalf of Buyer, and Buyer expressly
                 disclaims any liability therefore.

         D.      All rights and remedies conferred by this Agreement, by any
                 other instrument, or by law are cumulative and may be
                 exercised singularly or concurrently.  If any provision of
                 this Agreement is held invalid by any law or regulation of any
                 government or by any court, such invalidity shall not affect
                 the enforceability of any other provisions hereof.  The Terms
                 and Conditions of this Agreement shall be governed by the laws
                 of the State of Georgia, including the Uniform Commercial Code
                 as in effect, in Georgia on the date of this Agreement (the
                 "Code").  Whenever a term defined by the Code is used in this
                 Agreement, the definition contained in the Code shall apply
                 here.  Contractor agrees that any proceeding brought in
                 connection with this Agreement shall be brought in any court
                 of competent jurisdiction in Georgia.

         E.      Neither party shall assign this Agreement or any of their
                 respective duties and obligations hereunder without the prior
                 written consent of the other party; provided, however, that
                 this Agreement may be assigned by Buyer to any company that is
                 the successor to all or substantially all of the business and
                 property of Buyer.




                                      14
<PAGE>   15
                                                CONFIDENTIAL TREATMENT REQUESTED


         F.      Each party agrees to execute, acknowledge and deliver such
                 further instruments and to do all such other acts as may be
                 necessary or appropriate to carry out the purpose and intent
                 of this Agreement.

         G.      This Agreement together with the Attachments and any Purchase
                 Orders contains the entire agreement of the parties with
                 respect to its subject matter, and supersedes all prior
                 negotiations, correspondence, understandings and agreements
                 between the parties respecting the subject matter hereof.

 XIX.    BUSINESS REVIEWS

         A.      Buyer and Contractor shall, each at their own expense, meet
                 periodically to review performance and business transacted,
                 and to identify and resolve those issues which have arisen
                 since the last business review meeting.  These reviews should
                 take place at least semi-annually.

         B.      Buyer and Contractor shall furnish agenda items not later than
                 one (1) week prior to scheduled business review meetings.
                 Minutes shall document action items, open items, and committed
                 dates which may be the result from such business review
                 meetings, and shall be sent by the drafting party to the other
                 party within ten (10) days after each meeting.

XX.      INSURANCE

         A.      Contractor agrees to carry at all times, and with companies
                 acceptable to Buyer, insurance of the kinds and in the amounts
                 listed below and such insurance to cover Buyer as an
                 additional insured and such policies to provide for 30 days'
                 prior written notice to Buyer before any material change
                 therein or cancellation.  Contractor further agrees to furnish
                 Buyer with a certificate of such insurance contemporaneously
                 with the signing of this Agreement.

                 (i)      Worker's Compensation statutory limits in each state
                          in which Contractor is required to provide Worker's
                          Compensation coverage.

                 (ii)     Employee's Liability not less than XXXXX per employee.

                 (iii)    Comprehensive General Liability - including
                          Contractual Liability, Independent Contractor's
                          Liability, Products and/or Completed Operations
                          Liability, and Personal Injury / Property Damage
                          Coverage's in a combined single limit of not less
                          than XXXXX.

                 (iv)     Automobile Liability for owned, non-owned and hired
                          vehicles in a combined single limit of not less than
                          XXXXX.

                 (v)      Umbrella Liability a combined single limit of not
                          less than XXXXX.

         B.      Buyer agrees to carry at all times, and with companies
                 acceptable to contractor, insurance of the kinds and in the
                 amounts listed below and such insurance to cover Contractor as
                 an additional insured and such policies to provide for 30
                 days' prior written notice to Contractor before any material
                 change therein or cancellation.

                 (i)      Comprehensive General Liability - including
                          Contractual Liability, Independent Contractor's
                          Liability, Products and/or Completed Operations
                          Liability, and Personal Injury / Property Damage
                          Coverage's in a combined single limit of not less
                          than XXXXX.

                 (ii)     Umbrella Liability a combined single limit of not
                          less than XXXXX.




                                      15
<PAGE>   16




XXI.     LIMITATION OF LIABILITY

         Except as otherwise provided in this Agreement, neither party shall be
         liable for special, indirect, incidental, or consequential damages.
         The foregoing limitation shall not limit Contractor's liability for
         any costs, expenses, and damages arising out of or in connection with:
         claims brought by third parties; Contractor's unauthorized disclosure
         of Buyer's Confidential Information and Materials; or any
         indemnification (including Section X, Intellectual Property Indemnity)
         granted by Contractor in connection with this Agreement.

XXII.    NO IMPLIED LICENSE

         The parties understand that, except as may be otherwise expressly
         stated herein, neither the Terms or Conditions of this Agreement, nor
         the acts of either party arising out of this Agreement or related to
         Buyer's purchase, use, sale, or other distribution of Product may be
         considered in any way as a grant of any license whatsoever under any
         of Buyer's present or future patents, copyrights, trademarks, trade
         secrets, or other proprietary rights. Nor is any such license granted
         by implication, estoppel, or otherwise.

XXI.     APPROVALS

         IN WITNESS WHEREOF, the authorized representatives of the parties have
         executed this Agreement under seal as of the date(s) set forth below.



<TABLE>
            <S>                                         <C>
                     SEAMED CORPORATION                           BIOFIELD CORP.
                          CONTRACTOR                                  BUYER

                            By:                                      By:
                        /s/ Don Rich                           /s/ Mario J. Martinez          
            -------------------------------------       ---------------------------------------
                        (Signature)                                   (Signature)

                         Don Rich                                 Mario J. Martinez            
            -------------------------------------       ---------------------------------------
                         (Printed)                                    (Printed)

                Vice President of Operations                 Vice President Manufacturing      
            -------------------------------------       ---------------------------------------
                            (Title)                                  (Title)

                        November 4, 1996                           October 30, 1996            
            -------------------------------------       ---------------------------------------
                             (Date)                                    (Date)
</TABLE>


                                      16