EXHIBIT 10.23


BROOKS, HOUGHTON & COMPANY, INC.
444 Madison Avenue o 25th Floor o New York, IVY 10022
o Telephone: 222-753-1991 o Facsimile: 212-753-7730
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                                                                  April 25, 2003

                                  Confidential
Dr. David M. Long
Chairman & CEO
Biofield Corp.
1025 Nine North Drive
Alpharetta, GA 30004

 Re: Letter Agreement for Financial Advisor, Investment Banker & Placement Agent
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Dear Dr. Long:

Based on our most recent discussions and meetings, this letter agreement (the
"Letter Agreement") sets forth the terms and conditions upon which Brooks
Houghton & Company, Inc. and Brooks Houghton Securities, Inc., (collectively
"BHC") are hereby retained on an exclusive basis (except for iCapital as
described below) as financial advisor to Biofield Corp. and, its subsidiaries,
and affiliates (collectively, "Biofield" or the "Company") to provide financial
advisory assistance to the Company in connection with possible financings and/or
business combinations in which the Company has expressed an interest. This
Letter Agreement confirms that the Company understands the agreement between BHC
and the Company to be as follows:

As used in this Letter Agreement, "Financing Transaction" shall mean any
completed transaction resulting in the Raising of Capital or a Business
Combination. "Raising of Capital" shall include the sale of various forms of
newly issued Company equity and/or debt. A "Business Combination" shall include
the sale of existing assets or outstanding shares, mergers, acquisitions, joint
ventures, recapitalizations, buyouts, reverse mergers, a going private
transaction as well as strategic alliances and similar arrangements involving
direct or indirect associations.

It is understood that the Company has the right to accept or reject any
Financing Transaction arranged by BHC on behalf of the Company. We understand
your initial interests are for Financing Transactions that will provide Biofield
with access to $2 million or more in capital, and/or will shift the costs of FDA
approval, market development and marketing for the Company's products to others
through a Business Combination.

BHC acknowledges that Biofield has previously retained the investment banking
firm of iCapital who contacted the parties identified in Annex B attached
hereto.

A.   Responsibilities and Services

     With respect to the assignment, BHC anticipates that it shall perform the
     following specific services, on a best efforts basis and as necessary:

     1.   familiarize itself with the business and related industry (including
          the assets, liabilities and financial position) of the Company;

     2.   assist and advise in the preparation of any necessary descriptive
          memorandum to be used in connection with the proposed Financing
          Transaction, which documentation may be used to assist BHC in
          negotiations with respect to potential investors;

     3.   consult as to the strategy and process for identifying and initiating
          discussions with the various parties that the Company considers
          appropriate to participate in the Financing Transaction;


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     4.   advise the Company as to the possible terms, form and structure of the
          Financing Transaction to be negotiated and thereafter assist the
          Company in its negotiations until such time as the Financing
          Transaction has been finalized; and

     5.   assist in the closing(s) process.

     The Company agrees that all inquiries, indications of interest or offers
     received by the Company prior to this date or at any time during the period
     of this Letter Agreement with respect to a Financing Transaction shall be
     referred promptly to BHC and therefore shall be considered to have been
     introduced to the Company by BHC during the period of BHC's engagement
     pursuant to this Letter Agreement.

B.   Compensation to BHC

     1.   Retainer Advisory Fee

          The Company agrees to pay to BHC a non-refundable cash retainer fee
          ("Retainer Fee") of $15,000 upon the execution of this Letter
          Agreement, covering the first month of BHC's services. Thereafter the
          Company agrees to pay to BHC a nonrefundable advisory fee in advance
          of each month in the amount of $10,000 per month beginning one month
          from the date of signing of this Letter Agreement and thereafter for
          the term of BHC's engagement (the "Advisory Fee") as compensation for
          the performance of due diligence and the preparation of a descriptive
          memorandum that reflects the results of due diligence and management
          input. At the Company's option the monthly Advisory Fee may be paid in
          cash or warrants (the "Advisory Fee Warrants") as the Company decides
          monthly in advance. Each month's Advisory Fee Warrants shall provide
          BHC (or its designees) the right to purchase 167,000 shares of Company
          common stock at an exercise price that is 105% of the closing price of
          Biofield common stock on the day before the signing of this letter
          agreement.

     2.   Placement Fee

          The Company will pay in full to BHC a "Placement Fee" in cash at the
          initial and all subsequent closing(s) of the Financing Transaction
          involving a Raising of Capital as follows:

          7.0% of the total amount raised in the form of private equity;

          5.0% of the total amount raised in the form of debt (other than bank
          working capital lines);

          But subject to the following exceptions: (i) To the extent the Raising
          of Capital involves the parties listed in Annex B, no fee shall be
          payable to BHC relative to such monies, except as below, (ii) A
          reduced cash Placement Fee of 2.0% shall apply to monies invested by
          either of H&Q Healthcare Investors and H&Q Life Sciences Investors,
          (iii) No fee shall be due BHC as it relates to new investment by the
          Company's current management and their affiliates, (iv) In all cases
          of a Raising of Capital in excess of $2 million from any source other
          than the Company's current management and their affiliates, BHC will
          receive a minimum fee, inclusive of the Retainer Fee, of $100,000.

     3.   Business Combination Advisory Fee

          A fee will be paid to BHC upon the completion of any Business
          Combination. This fee shall be an amount equal to $250,000 plus 3% of
          the Transaction Amount in excess of $5 million.

          As used herein Transaction Amount shall mean the total proceeds and
          other consideration paid or received and to be paid or received (which
          shall be deemed to include amounts paid into escrow) and all
          liabilities assumed in connection with a transaction, including,
          without limitation: (i) cash; (ii) interest bearing notes or other
          types of interest bearing debt, securities, and other property valued
          at the fair market value thereof; (iii) payments to be made in


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          installments; (iv) amounts paid or payable under consulting
          agreements, agreements not to compete or similar arrangements; and (v)
          the net present value of contingent payments (whether or not related
          to the Company's earnings or operations). In the event of a sale of
          more than one-half but less than all of the combined shares (or net
          assets) of the Company, the Transaction Amount will be computed as if
          100% of the outstanding shares (or net assets) were sold at the
          average price per share (equivalent) paid in the partial sale.

     4.   Warrants

          At the first closing and all closings thereafter of any Financing
          Transaction involving the Raising of Capital, the Company shall grant
          to BHC five-year warrants (the "Financing Warrants") to purchase an
          additional 7.0% of the same equity securities as those issued or
          issuable by the Company in the Financing Transaction. The Financing
          Warrants shall have an exercise price equal to 105% of the price per
          share of the Company's common stock expressly or implicitly paid by
          investors associated with the Financing Transaction. Both the
          Financing Warrants and the Advisory Fee Warrants shall be exercisable
          at any time and from time to time, in whole or in part, during the 5
          year period commencing from the date of issuance. The Financing
          Warrants and the Advisory Fee Warrants shall contain customary terms
          for similar transactions (including, without limitation, anti-dilution
          provisions for stock splits, stock dividends, merger and other
          recapitalization transactions; the ability of BHC to transfer the
          Warrants, or underlying shares upon exercise, to BHC's assignees;
          cashless exercise rights; and piggyback registration and tag along
          rights on the underlying shares. The Company shall reimburse BHC for
          any expenses (including counsel fees) which BHC may incur in
          connection with the enforcement of its rights hereunder. The Financing
          Warrants shall not be earned to the extent the Raising of Capital
          comes from the parties listed in Annex B or from the Company's current
          management and their affiliates.

     5.   Expenses

          The Company agrees to reimburse BHC monthly for all reasonable
          out-of-pocket expenses. BHC undertakes not to incur expenses that
          exceed $2,000 per month without the Company's prior approval.

C.   Terms of Engagement

     The engagement of BHC pursuant to the terms of this Letter Agreement shall
     be effective for 4 (four) months from the date of the Company acceptance of
     this Letter Agreement, and shall continue thereafter until terminated by
     either party upon written notice no earlier than 30 days from the end of
     the third month after the date of execution hereof. Effective as of the
     date of this Letter Agreement and until the expiration of a period of 24
     months from the date of the termination of this Letter Agreement, BHC will
     be paid all fees outlined above should the Company elect to accept a
     Financing Transaction offered by any party introduced to the Company by
     BHC, or with which the Company or BHC on behalf of the Company has held
     discussions during the period of BBC's engagement pursuant to this Letter
     Agreement.

     At the option of BHC, BHC and its legal advisors will be in attendance at
     all closing meetings with respect to this mandate, and will be given at
     least one week's written notice of any such meeting(s) or closing(s).

D.   Obligations and Third Party Fees

     The obligation of the Company to pay any fees or expenses set forth herein
     shall not be assigned, delegated, or transferred to any other person or
     entity without the prior written consent of BHC.

     The Company understands and agrees that BHC will not be responsible for the
     payment of any fees, commissions, expenses, or other charges claimed by or
     payable to any financial or other advisor, or any other person or entity
     used or retained by the Company or any of its affiliates or any prospective
     or actual merger partner or capital provider. The Company also understands
     and agrees that BHC will not be responsible for the payment of any legal,
     accounting, printing or other costs in connection herewith.



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E.   Indemnification Provision

     Because BHC will be acting on behalf of the Company, the Company agrees to
     the indemnification provision (the "Indemnification Provision") attached to
     this Letter Agreement as Annex A and incorporated herein in its entirety.

F.   Arbitration

     Notwithstanding anything to the contrary contained herein, any controversy
     or claim arising out of or relating to this Letter Agreement or the breach
     thereof, shall be settled by arbitration, in New York City before a referee
     in accordance with the rules of the National Association of Securities
     Dealers (NASD") and the results of the arbitration shall be final and
     binding on the parties; judgment upon the award rendered by the arbitrator
     may be entered in any New York court having jurisdiction thereof.

G.   Additional Terms

     Notwithstanding anything to the contrary contained herein, the provisions
     concerning confidentiality, indemnification, contribution and the
     obligation to pay fees and reimburse expenses contained herein and in the
     Indemnification Provision (as hereinafter defined) shall survive any
     expiration or termination of the Letter Agreement or the engagement of BHC
     pursuant to the terms of the Letter Agreement.

     During the course of the Letter Agreement and for 24 months following the
     termination of the Letter Agreement, the Company will apprise BHC in a
     timely manner of material matters relevant to the Company's business and
     financial condition and prospects for such, including any significant
     actions it may decide to take with respect to its creditors for 24 months
     following the termination of the Letter Agreement, the Company will
     promptly notify BHC of any interaction with capital sources and potential
     Financing Transaction partners introduced to the Company and/or with whom
     the Company was involved in discussion during BHC's engagement.

     The Company represents and warrants that to the best of its knowledge all
     information which it furnishes to BHC, including the Company's financial
     statements, will be complete and correct in all material respects and will
     not contain any untrue statement, or omission of a material fact, and all
     forecasts will represent the Company's best and fairest estimate of future
     results. The Company recognizes, agrees and confirms that BHC (i) will be
     using and relying on information available from the Company and generally
     recognized public sources (the "Information") without having independently
     verified the same; and (ii) does not assume responsibility for the accuracy
     or completeness of the Information.

     BHC agrees to keep any information with respect to the Company and this
     Letter Agreement confidential and not make use thereof except in connection
     with services hereunder for the Company, unless disclosure is required by
     applicable law or judicial process, any information is or becomes generally
     available to the public, or any information was or becomes available to BHC
     on a non-confidential basis from a source other than the Company or its
     representatives. BHC will not be identified or referred to in any release
     or communication prepared by the Company or any of its affiliates or
     associates without BHC's prior written consent.

     This Letter Agreement constitutes the entire agreement between the parties
     with respect to the subject matter hereof, supersedes all prior agreements,
     may not be amended or modified except in writing executed by the Company
     and BHC, and shall be governed by and construed in accordance with the laws
     of the State of New York without reference to principles of conflicting
     laws. This Letter Agreement shall be binding upon and shall inure to the
     benefit of the parties hereto and their respective successors and assigns.

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Please confirm that the foregoing is in accordance with your understanding by
signing and returning to Brooks, Houghton & Company, Inc. the enclosed duplicate
of this Letter Agreement.

It is a distinct privilege to be working with you on this important project. We
look forward to developing a long term and mutually successful relationship with
your company.

Sincerely yours,

Brooks, Houghton & Company, Inc. & Brooks Houghton Securities, Inc.

-------------------------------------         --------------------------------
John Y. Freeman, Executive Director           Gerald H. Houghton, President

Agreed and Accepted on Behalf of
Biofield Corp.

By:    DAVID M. LONG, JR.                       Date:  April 28, 2003
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Name:  David M. Long, Jr.                       Title: Chairman & CEO
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ANNEX A

INDEMNIFICATION PROVISION

Biofield Corp. and, its subsidiaries and affiliates (collectively, "Biofield" or
the "Company") agree to indemnify and hold harmless Brooks, Houghton & Company,
Inc., and its affiliate, Brooks Houghton Securities, Inc., (collectively "BHC")
and their respective directors, officers, employees, agents and each such person
or entity, if any, who controls BHC or any of its affiliates within the meaning
of the Securities Exchange Act of 1934 (BHC and all above described entities or
persons being an "Indemnified Party") from and against any and all losses,
claims, damages, liabilities, and expenses whatsoever, joint or several
(including all reasonable fees of counsel and other expenses incurred by an
Indemnified Party in connection with the preparation for or defense of any
claim, action, or proceeding, whether or not resulting in liability), as
incurred, to which such Indemnified Party may become subject under any
applicable Federal or state law, or otherwise, relating to or arising out of any
proposed or consummated transaction covered by the Letter Agreement, except that
the Company will not be liable hereunder to the extent that any loss, claim,
damage, liability or expense is found in a final judgment by an arbitrator or a
court to have resulted primarily from an Indemnified Party's gross negligence or
willful malfeasance in the performance of its services described in the
Letter Agreement.

The Company and BHC agree that if any indemnification or
reimbursement sought pursuant to the preceding paragraph is finally judicially
determined to be unavailable (except by reason of the gross negligence or
willful malfeasance of BHC or its controlling person, directors, officers,
employees or agents as the case may be), then the Company and, BHC shall
contribute to the Liabilities for which such indemnification or reimbursement is
held unavailable on such proportions as is appropriate to reflect (a) the
relative benefits to the Company on the one hand, and BHC on the other hand, in.
connection with the transaction to which such indemnification or reimbursement
relates, (b) the relative fault of the parties, and (c) other equitable
consideration; provided, however, that in no event shall the amount to be
contributed by BHC exceed the amount of the fees actually received by BHC
hereunder. In connection with any claim for contribution, the Company agrees
that it shall not require BHC to contribute any amount in excess of the amount
of fees received by BHC pursuant to this Letter Agreement.

The Company and BHC mutually agree to notify each other promptly of the
assertion against it or any other person of any claim or the commencement of any
action or proceeding relating to any activity or transaction contemplated by
this Letter Agreement.

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Annex B

Parties Contacted by iCapital.



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