JOINT
VENTURE AGREEMENT

    


    This
Joint Venture Agreement (“Agreement”) is made on October 1, 2009 between
InoLifeTechnologies, Inc. and InoHealth Products, Inc. (collectively “the Joint
Venturers).

    


    RECITALS

    


    The Joint
Venturers, one or the other or both have agreed to make contributions for the
purpose of marketing products to the medical community:  The sales and
distribution rights to the medical markets for products that InoHealth Products,
Inc. will market – with direct funding from InoLife Technologies,
Inc.

    


    It is
therefore agreed:

    


    
      	
               
      

            	
              1.

            	
              Purpose:  The
      Joint Venturers form this joint venture for the purpose of InoLife
      Technologies’ opportunity to potentially invest in the development and
      marketing of products that InoHealth Products, Inc. is currently working
      to develop and/or obtain marketing rights for human DNA testing products
      and drug metabolizing products.  These products will be marketed
      to the medical industry and on-the-shelf retail business. InoHealth
      Products, Inc. retains all proprietary ownership of any products
      developed; any IP; and any marketing and/or co-development agreements
      entered into between InoHealth Products, Inc. and any other
      party.  Upon any restructuring of InoLife Technologies, Inc. any
      agreements entered into with InoHealth Products, Inc. remain the sole
      property of InoHealth Products,
Inc.

            


    

    


    
      	
               
      

            	
              2.

            	
              Profits:  The
      profits will be distributed between the Joint Venturers based upon the
      financial investment by each party; the time and efforts by each party;
      and the business marketing abilities that each party brings to the
      table.  The profits will be determined for each individual
      product prior to the time of product introduction to the
      marketplace.

            


    

    


    
      	
               
      

            	
              3.

            	
              Expenses
      of Venture:  All losses and disbursements incurred by the Joint
      Venturers in acquiring, holding and protecting the business interest and
      the net profits shall, during the period of the venture, be paid by the
      Joint Venturers in the ratio which the contribution of each Joint Venture
      bears to the total contributions set forth in Paragraph
  3.

            


    

     

    
      	
               
      

            	
              4.

            	
              Liability
      of Joint Venturers:  The Joint Venturers shall be liable only
      for their own willful misfeasance and bad faith, and no one who is not a
      party to this Agreement shall have any rights whatsoever under this
      Agreement against the Agents for any action taken or not taken by
      them.

            


    

     

    
      	
               
      

            	
              5.

            	
              Term:  This
      Agreement shall terminate and the obligations of the Joint Venturers shall
      be deemed completed on the happening of either of the following
      events:  (a) the receipt and distribution by the Joint Venturers
      of the final net profits accruing under the Joint Venture Agreement or (b)
      termination by mutual consent of all Joint
  Venturers.

            


    

     

    
      	
               
      

            	
              6.

            	
              Arbitration
      and Attorneys Fees:  The Joint Venturers agree that any dispute,
      claim, or controversy concerning this Agreement or the termination of this
      Agreement, or any dispute, claim or controversy arising out of or relating
      to any interpretation, construction, performance or breach of this
      Agreement, shall be settled by arbitration to be held in Raleigh, N.C. in
      accordance with the rules then in effect of the American Arbitration
      Association.  The arbitrator may grant injunctions or other
      relief in such dispute or controversy.  The decision of the
      arbitrator shall be final, conclusive and binding on the parties to the
      arbitration.  Judgment may be entered on the arbitrator’s
      decision in any court having jurisdiction.  The Joint Venturers
      will pay the costs and expenses of such arbitration in such proportions as
      the arbitrator shall decide.

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      	
               
      

            	
              7.

            	
              Governing
      Law:  Consent to Personal Jurisdiction:  This
      agreement will be governed by the laws of the State of North Carolina
      without regard for conflicts of laws principles.  Each Joint
      Venturer hereby expressly consents to the personal jurisdiction of the
      state and federal courts located in the State of North Carolina for any
      lawsuit filed there against any party to this agreement by any other Party
      to this agreement concerning the joint venture or any matter arising from
      or relating to this agreement.

            


    

     

    In
witness whereof the Joint Venturers have signed and sealed this
Agreement:

    


    
      
        
          
            	 
      	 
      	 
      
	
                    Gary
      S. Berthold, President & CEO

                  	 
      	
                    October
      1, 2009

                  
	
                    InoLife
      Technologies, Inc.

                  	 
      	 
      


          

        

      

    

    


    
      
        
          
            
              	 
      	 
      	 
      
	
                      Sharon
      Berthold, President

                    	 
      	
                      October
      1, 2009

                    
	
                      InoHealth
      Products, Inc.