SHARES FOR DEBT AGREEMENT

      This SHARES FOR DEBT AGREEMENT (this "Agreement") is made and entered into
as of  November  2,  2004,  by and  between  ENTREMETRIX  CORPORATION,  a Nevada
corporation  (the "Company"),  and SCOTT ABSHER,  an individual whose address is
______________________________________   ("Absher"),   with   reference  to  the
following facts:

                                    RECITALS

      WHEREAS, Absher is the duly appointed and acting President of the Company;

      WHEREAS,  for services rendered or to be rendered by Absher to the Company
during the period from October 1, 2004 through December 31, 2004, the Company is
indebted to Absher in amount of U.S. $60,000 (the "Debt Amount"); and

      WHEREAS,  the  Company has agreed to issue to Absher and Absher has agreed
to accept 6,000,000  restricted shares of the Company's common stock as complete
settlement of the Debt Amount;

      NOW  THEREFORE,  in  consideration  of the mutual  covenants  and promises
contained herein, and for valuable consideration, the receipt and sufficiency of
which  are  hereby  mutually   acknowledged,   the  parties  to  this  Agreement
(collectively "parties" and individually a "party") agree as follows:

                                    AGREEMENT

      1. The  Company  agrees to issue to Absher  and  Absher  agrees to accept,
6,000,000  restricted  shares of the  Company's  common stock (the  "Shares") as
complete payment and settlement of the Debt Amount and any and all other amounts
due or  accrued  to Absher  for the  compensation  period  from  October 1, 2004
through December 31, 2004.

      2. Upon issuance of the Shares,  Absher  hereby,  for himself and his past
and   present   agents,   executors,    administrators,    trustees,   partners,
representatives,  controlled  entities and  affiliates,  successors and assigns,
forever  discharges  and  releases  the Company and each of its past and present
employees,   agents,   representatives,   controlled  entities  and  affiliates,
successors  and assigns from any and all claims,  damages,  actions,  judgments,
obligations,  attorneys'  fees,  indemnities,   subrogations,  duties,  demands,
controversies  and liabilities of every nature at law or in equity,  liquidated,
or  unliquidated,  known  or  unknown,  matured  or  unmatured,  foreseeable  or
unforeseeable, which Absher had or has arising out of the Debt Amount.

      3. This  Agreement  shall in all  respects be  interpreted,  enforced  and
governed under the laws of the State of  California.  The language and all parts
of this Agreement  shall be in all cases  construed as a whole  according to its
very meaning and not strictly for or against any individual party.
<PAGE>

      4. Solely for  establishing  that the  issuance of the Shares to Absher is
exempt from the registration  requirements of Section 5 of the Securities Act of
1933 (as amended,  the  "Securities  Act") and  comparable  provisions  of state
blue-sky laws, Absher represents and warrants to the Company as follows:

            (a) Absher is an  "Accredited  Investor"  as that term is defined in
Rule 501 of  Regulation  D  promulgated  under the  Securities  Act of 1933,  as
amended (the "Securities Act").

            (b) Absher understands that the Shares may not be sold,  transferred
or otherwise  disposed of without  registration  under the  Securities Act or an
exemption therefrom.

            (c) Absher  understands and agrees that the  certificate  evidencing
the Shares shall be endorsed with the legend in substantially the form set forth
below:

"THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, TRANSFERRED,  ASSIGNED, PLEDGED OR
HYPOTHECATED  UNLESS  REGISTERED  UNDER  SUCH ACT,  OR UNLESS  THE  COMPANY  HAS
RECEIVED  AN OPINION OF COUNSEL OR OTHER  EVIDENCE  SATISFACTORY  TO THE COMPANY
THAT AN EXEMPTION THEREFROM IS AVAILABLE."

            (d) In addition to the  foregoing,  Absher  hereby  makes all of the
investment  representations  set forth on Exhibit A attached  hereto,  which are
incorporated by reference herein.

      5. This Agreement  memorializes  and constitutes the entire  agreement and
understanding  among the  parties  regarding  the  subject  matter  hereof,  and
supersedes all prior negotiations,  proposed agreements and agreements,  whether
written or unwritten. The parties acknowledge that no other party, nor any agent
or attorney  of any other  party,  has made any  promises,  representations,  or
warranties whatsoever, expressly or impliedly, which are not expressly contained
in this  Agreement,  and the  parties  further  acknowledge  that  they have not
executed this Agreement in reliance upon any collateral promise, representation,
warranty,  or in reliance upon any belief as to any fact or matter not expressly
recited in this Agreement.

      6. The parties  shall  hereafter  execute all documents and do all that is
necessary,  convenient or desirable in the reasonable opinion of the other party
to effect the provisions of this Agreement.

      7. For the convenience of the parties to this Agreement, this document may
be executed by facsimile  signatures  and in  counterparts  which shall together
constitute  the agreement of the parties as one and the same  instrument.  It is
the  intent of the  parties  that a copy of this  Agreement  signed by any party
shall be fully enforceable against that party.

      8. Should any provision of this Agreement be declared or determined by any
court to be illegal or invalid,  the validity of the remaining  parts,  terms or
provisions shall not be affected thereby and, in lieu of such illegal or invalid
provision,  there shall be added a  provision  as similar in terms and amount to
such  illegal or invalid  provision  as may be possible  and, if such illegal or
invalid  provision  cannot be so  modified,  then it shall be deemed not to be a
part of this Agreement.

                               [SIGNATURES FOLLOW]
<PAGE>

      IN  WITNESS  WHEREOF  the  parties  have  executed  this  Shares  for Debt
Agreement as of the date first above written.

ENTREMETRIX CORPORATION


By:
   -------------------------------
     George LeFevre
Its: Treasurer


----------------------------------
Scott Absher
<PAGE>

                                    EXHIBIT A

                       INVESTMENT REPRESENTATION STATEMENT

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

      In connection with the purchase of Shares,  I, the undersigned,  represent
to the Company as follows:

1.    The  Company  May Rely on These  Representations.  I  understand  that the
      Company's  sale of the  shares  to me has not been  registered  under  the
      Securities Act of 1933, as amended, because the Company believes,  relying
      in part on my  representations  in this  document,  that an exemption from
      such  registration  requirement  is available  for such sale. I understand
      that the availability of this exemption depends upon the representations I
      am making to the Company in this document being true and correct.

2.    I am Purchasing  for  Investment.  I am  purchasing  the shares solely for
      investment purposes, and not for further distribution. My entire legal and
      beneficial  ownership  interest in the shares is being purchased and shall
      be held solely for my  account,  except to the extent I intend to hold the
      shares  jointly with my spouse.  I am not a party to, and do not presently
      intend to enter into,  any  contract or other  arrangement  with any other
      person or entity  involving the resale,  transfer,  grant of participation
      with respect to or other  distribution of any of the shares. My investment
      intent is not limited to my present  intention  to hold the shares for the
      minimum capital gains period specified under any applicable tax law, for a
      deferred sale, for a specified increase or decrease in the market price of
      the shares, or for any other fixed period in the future.

3.    I Can Protect My Own  Interests.  I can  properly  evaluate the merits and
      risks of an  investment  in the shares and can protect my own interests in
      this regard, whether by reason of my own business and financial expertise,
      the business and  financial  expertise  of certain  professional  advisors
      unaffiliated  with  the  Company  with  whom  I  have  consulted,   or  my
      preexisting  business or personal  relationship with the Company or any of
      its officers, directors or controlling persons.

4.    I am Informed About the Company.  I am sufficiently aware of the Company's
      business  affairs  and  financial  condition  to  reach  an  informed  and
      knowledgeable  decision to acquire the shares.  I have had  opportunity to
      discuss the plans,  operations and financial condition of the Company with
      its  officers,  directors or  controlling  persons,  and have received all
      information I deem  appropriate for assessing the risk of an investment in
      the shares.

5.    I Recognize  My Economic  Risk.  I realize that the purchase of the shares
      involves a high degree of risk,  and that the Company's  future  prospects
      are uncertain.  I am able to hold the shares indefinitely if required, and
      am able to bear the loss of my entire investment in the shares.

6.    I am Familiar With Rule 144. I am familiar with Rule 144 adopted under the
      Securities Act, which in some circumstances permits limited public resales
      of "restricted  securities"  like the shares  acquired from an issuer in a
      non-public offering. I understand that my ability to sell the shares under
      Rule 144 in the future is  uncertain,  and will depend  upon,  among other
      things:  (i) the availability of certain current public  information about
      the  Company;  (ii) the  resale  occurring  more  than  one year  after my
      purchase and full payment (within the meaning of Rule 144) for the shares;
      and (iii) if I am an affiliate of the Company,  or a non-affiliate who has
      held the shares less than two years after my  purchase  and full  payment:
      (A) the sale  being  made  through  a broker in an  unsolicited  "broker's
      transaction" or in transactions directly with a market maker, as said term
      is defined under the Securities Exchange Act of 1934, as amended,  (B) the
      amount of shares  being sold during any three month  period not  exceeding
      the specified  limitations  stated in Rule 144, and (C) timely filing of a
      notice of proposed sale on Form 144, if applicable.
<PAGE>

7.    I Know Rule 144 May Never be Available. I understand that the requirements
      of Rule 144 may never be met, and that the shares may never be saleable. I
      further  understand that at the time I wish to sell the shares,  there may
      be no public  market  for the  Company's  stock  upon which to make such a
      sale, or the current public  information  requirements of Rule 144 may not
      be  satisfied,  either of which would  preclude me from selling the shares
      under  Rule 144  even if the  one-year  minimum  holding  period  had been
      satisfied.

8.    I Know I am Subject to Further  Restrictions on Resale.  I understand that
      in the event Rule 144 is not available to me, any future  proposed sale of
      any of the shares by me will not be possible  without  prior  registration
      under  the  Securities  Act,   compliance  with  some  other  registration
      exemption  (which may or may not be available),  or each of the following:
      (i) my  written  notice to the  Company  containing  detailed  information
      regarding the proposed sale, (ii) my providing an opinion of my counsel to
      the effect  that such sale will not  require  registration,  and (iii) the
      Company  notifying me in writing that its counsel concurs in such opinion.
      I  understand  that  neither the Company nor its counsel is  obligated  to
      provide me with any such opinion.  I understand  that although Rule 144 is
      not exclusive,  the Staff of the SEC has stated that persons  proposing to
      sell private placement  securities other than in a registered  offering or
      pursuant  to  Rule  144  will  have  a  substantial  burden  of  proof  in
      establishing  that an exemption  from  registration  is available for such
      offers or sales,  and that such persons and their  respective  brokers who
      participate in such transactions do so at their own risk.

9.    I Know I May Have Tax Liability Due to the Uncertain  Value of the Shares.
      I  understand  that the Board of Directors  believes its  valuation of the
      shares  represents a fair  appraisal  of their worth,  but that it remains
      possible that, with the benefit of hindsight, the Internal Revenue Service
      may  successfully  assert  that the value of the  shares on the date of my
      purchase is substantially greater than the Board's appraisal. I understand
      that  any  additional  value  ascribed  to  the  shares  by  such  an  IRS
      determination  may  constitute  ordinary  income to me as of the  purchase
      date, and that any  additional  taxes and interest due as a result will be
      my sole  responsibility  payable only by me, and that the Company need not
      and will not reimburse me for that tax liability.
<PAGE>

10.   Agreement.  By signing  below, I acknowledge my agreement with each of the
      statements contained in this Investment Representation Statement as of the
      date first set forth above,  and my intent for the Company to rely on such
      statements in issuing the shares to me.


                                                   -----------------------------
                                                   Scott Absher