Exclusive
      Software Agreement

    


    Program:
      MyHealthID

    


    Organization
      Acquiring (“Acquirer”): BAETA Corp.

    


    Acquirer
      Contact Person: Dr. Alexander Gak

    


    
      	
              Business
                Address: 

            	
              BAETA
                Corp.

            
	 	
              253
                Warren Ave

            
	 	
              Fort
                Lee, NJ 07024

            
	 	 
	
              Business
                Phone:

            	
              (201)
                471 – 0988

            


    

    


    This
      Agreement is being made by and between Extranome, Inc. (“Extranome”), a New
      Jersey corporation and Acquirer.

    


    RECITALS

    


    
      	 	
              1.

            	
              Extranome
                has developed a proprietary computer program and related documentation,
                known as MyHealthID, for use by medical patients and medical practitioners
                in an online environment to enable such users to track and manage
                medical
                records in a secure HIPAA-compliant digital
                setting.

            


    

    


    
      	 	
              2.

            	
              Acquirer
                desires to obtain and Extranome, consistent with its business practices
                and policies, desires to sell all commercial rights of its software
                entitled MyHealthID Medical Records System (“MyHealthID”) subject to the
                terms and conditions set forth
                below.

            


    

    


    
      	 	
              3.

            	
              Individually
                as “Party”, or collectively named as the “Parties”
                below.

            


    

    


    The
      Parties therefore agree as follows:

    


    I. PROPERTY

    
      	 	
              a.

            	
              Extranome
                hereby awards Acquirer the exclusive, non-transferable, perpetual
                right to
                use the MyHealthID in consideration of Item III below, in executable
                and
                any other form Acquirer should adopt in the future subject to the
                terms
                and conditions of this
                Agreement.

            


    


    
      
        Extranome
          Software Agreement 

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    II. TERM

    
      	 	
              a.

            	
              The
                initial Term of this Agreement shall be Ten (25) years.
                

            


    

    
      	 	
              b.

            	
              Term
                is renewable for an additional ten (25) years, upon mutual acceptance
                of
                Extranome and Acquirer.

            


    

    


    III. PROGRAM
      ELEMENTS

    
      	 	
              a.

            	
              The
                Elements of MyHealthID Medical Records System that will be transferred
                in
                full to Acquirer, include any and all source code, test programs,
                web
                server application(s), user interface, trademarks and any and all
                other
                substantive tangible and intangible properties and materials associated
                with MyHealthID Medical Records System available as of the date of
                this
                Agreement hereby.

            


    

    


    IV. LIMITATIONS
      & RESTRICTIONS

    
      	 	
              a.

            	
              Acquirer,
                at its sole discretion and in accordance with the terms of Item VIII,
                below, shall have the right to print, copy translate, reverse engineer,
                decompile, disassemble, modify, create derivative works
                

            


    

    
      	 	
              b.

            	
              Acquirer
                agrees that it shall use the Elements only for the Acquirer’s sole and
                exclusive use, and shall not disclose, sell, license, or otherwise
                distribute any of the Program Elements to any third party without
                the
                prior written consent of Extranome. Acquirer agrees to secure and
                protect
                the Program Elements and any copies in a manner consistent with the
                maintenance of Extranome’s rights in the Program Elements, per Items V, VI
                and VIII, below, and to take appropriate action by instruction or
                agreement with its employees who are permitted access to the Program
                Elements in order to satisfy Acquirer’s obligations under this Agreement.
                

            


    

    
      	 	
              c.

            	
              Acquirer
                agrees that it shall display MyHealthID Medical Records Internet
                Content
                exclusively within the Extranome Internet Content Management
                Environment.

            


    

    


    V. FINANCIAL
      CONSIDERATION

    
      	 	
              a.

            	
              As
                consideration for the Program Elements Acquirer agrees to pay Extranome
                $0.00 dollars.

            


    

    
      	 	
              b.

            	
              As
                ongoing, perpetual consideration for the Program Elements, Acquirer
                agrees
                to pay Extranome forty-nine percent (49%) of all revenues generated
                from
                advertising by MyHealthID. 

            


    


    
      
        Extranome
          Software Agreement 

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    
      	 	
              i.

            	
              The
                consideration contained in Item V(b), shall survive in perpetuity,
                regardless of any termination of this Agreement, unless mutually
                agreed by
                the Parties in writing.

            


    

    


    VI. TITLE
      & OWNERSHIP

    
      	 	
              a.

            	
              One
                hundred percent (100%) of the ownership right and title to the Program
                Elements are conferred upon Acquirer, in exchange for the considerations
                outlined in Items V, VII and IX.

            


    

    


    VII. BRANDING
      AND IDENTITY

    
      	 	
              a.

            	
              Acquirer
                shall, in perpetuity, always display the “Extranome” name and brand
                identity within the Extranome Internet Content Management Environment
                in
                the following manner: “Powered by
                Extranome”

            


    

    
      	 	
              i.

            	
              Extranome
                retains the perpetual right to modify and submit any new versions
                of its
                brand identity to be displayed on a regular basis by written submission
                to
                Acquirer.

            


    

    
      	 	
              ii.

            	
              Any
                changes of the branding and identity by Extanome shall not be obtrusive,
                and shall require written acceptance by the Acquirer prior to
                use.

            


    

    
      	 	
              b.

            	
              Required
                display of the Extranome brand identity shall located in position
                of the
                Acquirer’s choosing, but in every instance, shall be unobstructed from
                view by end users of MyHealthID Medical Records
                System.

            


    

    
      	 	
              c.

            	
              The
                Extranome brand identity shall be a minimum of 100x50
                pixels.

            


    

    


    VIII. NON-FUNCTIONAL
      PROTOTYPE 

    
      	 	
              a.

            	
              Acquirer
                acknowledges, and Extronome expressly discloses the MyHealtID Medical
                Records System is still to be considered a Non-Functional Prototype,
                which
                shall require potentially significant additional development before
                it can
                be exploited commercially. Further the MyHealthID Medical Records
                is
                currently not in regular use by any organization, nor do the Program
                Elements currently generate any income from sales, advertising or
                any
                other form. Further, that MyHealthID Medical Records may, or may
                not, ever
                become commercially viable regardless of any additional
                development.

            


    

    


    IX. DEVELOPMENT
      & ENHANCEMENT

    
      	 	
              a.

            	
              Additional
                Development & Enhancement will be made by the Parties, with the
                express intent of co-authoring commercially viable medical records
                software program that is supported by self-sustaining advertising
                and
                other forms of revenue and income. The cost of Additional development
                shall be born by the parties as
                follows:

            


    


    
      
        Extranome
          Software Agreement 

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    
      	 	
              i.

            	
              Ratably
                by the Parties up to a maximum of $25,000 for each party for a total
                of
                $50,000.

            


    

    
      	 	
              ii.

            	
              All
                documented money invested by Extranome as of the date of execution
                hereby,
                shall be credited as towards the maximum amount as outlined in Item
                IX(a)(i), above.

            


    

    
      	 	
              iii.

            	
              On
                a regular basis, and upon Extranome incurring any such actual charges
                in
                the development of MyHealthID, Extranome shall submit receipt for
                such
                charges incurred to Acquirer for credit towards Extranome’s potential
                maximum commitment, above.

            


    

    
      	 	
              iv.

            	
              Development
                required beyond the amount outlined in Item IX (a)(i), shall be born
                by
                Acquirer.

            


    

    
      	 	
              v.

            	
              All
                maintenance, hosting, testing and any other administrative costs
                of
                MyHealthID Medical Records System shall be born by
                Acquirer.

            


    

    


    X. DISCLAIMER
      OF WARRANTY AND LIMITATION OF LIABILITY

    
      	 	
              a.

            	
              The
                Program Elements are provided “as-is” without warranty of any kind, either
                expressed or implied, including without limitation the implied warranties
                of merchantability and fitness for a particular purpose. Extranome
                does
                not warrant the functions contained in the Program Elements will
                meet
                Acquirer’s requirements or that operation will be uninterrupted or error
                free. Extranome shall not be liable for special, indirect, incidental
                or
                consequential damages with respect to any claim on account of or
                arising
                from this Agreement or use of the Program Elements, even if Extranome
                has
                been or is hereafter advised of the possibility of such damages.
                Because
                some states do not allow certain exclusions or limitations on implied
                warranties or of liability for consequential or incidental damages,
                the
                above exclusions may not apply to Acquirer. In no event however,
                will
                Extranome be liable to Acquirer, under any theory of recovery, in
                an
                amount in excess of any fees distributed under Item V,
                herein.

            


    

    
      	 	
              b.

            	
              Except
                as expressly defined elsewhere in this Agreement, Extranome has no
                obligation to provide to Acquirer any maintenance, support, or update
                services.

            


    

    
      	 	
              c.

            	
              If
                the CD, or any of the Program Elements provided herunder contain
                any
                defects upon receipt by Acquirer such that the Program Elements are
                inaccessible, Extranome shall immediately upon notice of any such
                defect,
                provide to Acquirer a functional
                replacement.

            


    


    
      
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          Software Agreement 

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    XI. WARRANTY
      OF ACQUIRER

    
      	 	
              a.

            	
              Acquirer
                warrants and represents that a competent system administrator and/or
                software engineer will install and have access to the Program Elements
                and
                that such system administrator and/or engineer will carefully review
                all
                documentation included with the program
                Elements.

            


    

    


    XII. TERMINATION

    
      	 	
              a.

            	
              This
                Agreement may only be terminated for Cause. Cause shall mean the
                failure
                of a Party to abide by the material obligations of such Party and
                the
                failure of such Party to cure the breach to the reasonable satisfaction
                of
                the other Party within thirty (30) days after notice of such breach
                is
                given by the other Party. Upon termination of this Agreement, any
                fees
                then due under this Agreement but not yet paid by shall become immediately
                due and payable to the appropriate
                Party.

            


    

    


    XIII. CONFIDENTIALITY
      & NON-DISCLOSURE

    
      	
            	a.	
              The
                Parties acknowledge that information provided
                by
                one party to the other in
                connection with this Agreement (“Information”)
                is
                confidential and proprietary,
                and that disclosure or use of such Information
                in
                violation of this Agreement may be damaging to the party
                whose Information is being disclosed.
                The Parties agree (i) to hold such Information in confidence, and
                not
                to make use of it (either
                for itself or for others) other
                than in
                connection with
                the performance of this Agreement, (ii) not
                to release or disclose Information
                to
                any other third party except as required by law. The duties
                and obligations to protect the confidentiality of Information
                shall survive termination of this Agreement
                for a period of Five (5) years.

            


    

    


    XIV. NON-SOLICITATION
      / NON-INTERFERENCE 

    
      	
            	a.	
              During
                the term of this Agreement, and for a period of thirty-six
                (36) months following its
                termination for any reason
                or
                its expiration,
                the Parties shall not,
                without the prior written permission of either Party: (1) directly
                or
                indirectly, in any capacity whatsoever, including but not
                limited to, as
                a principal,
                partner, director, officer, agent, employee,
                or
                consultant,
                solicit,
                contact and/or contract with a
                Software vendor;
                (2) directly
                or
                indirectly induce
                or attempt to influence any of either Partie’s vendors,
                potential vendors,
                Acquirers or potential
                Acquirers
                to
                terminate their relationship with either Party; (3) directly or
                indirectly, in any capacity whatsoever, including, but not limited
                to,
                as
                a principal,
                partner, director, officer, agent, employee
                or
                consultant, provide, directly or indirectly, telemedicine reading
                and
                grading;
                or (4) divert, take away, or take advantage of any corporate business
                opportunity
                of the other Party directly related to the exploitation of
                MyHealthID.

            


    


    
      
        Extranome
          Software Agreement 

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    XV. INJUNCTIVE
      RELIEF

    
      	
            	a.	
              ACQUIRER
                agrees and
                acknowledges that the covenants contained in this Articles XIII and
                XIV
                are reasonable in scope and duration and are necessary to protect
                each
                Party’s business. If, however, any provision of Articles XIII and XIV are
                adjudged by a court to be invalid or unenforceable, the same will
                in no
                way affect any other part of this Agreement, the application of such
                provision in any other circumstances or the validity or enforceability
                of
                this Agreement. If any such provision, or any part thereof, is held
                to be
                unenforceable because of the duration of such provision or the area
                covered thereby, the parties agree that the court making such
                determination will have the power to reduce the duration and/or area
                of
                such provision, and/or to delete specific words or phrases, and in
                its
                reduced form such provision will then be enforceable and will be
                enforced.
                Upon breach of any provision of Article XIII or XIV, the damaged
                Party
                will be entitled to injunctive relief, since the remedy at law would
                be
                inadequate and insufficient. In addition, such Party will be entitled
                to
                such damages as it can show it has sustained by reason of such
                breach

            


    

     

    XVI. INDEMNIFICATION,
      CHOICE OF LAW, TRANSFERABILITY AND WAIVERS

    
      	
            	a.	
              Entire
                Agreement.
                This document constitutes the entire Agreement as set forth between
                the
                parties. This
                Agreement
                supersedes any and all prior agreements, wither written or
                oral.
                This Agreement
                shall be governed
                by
                the laws of the State of New Jersey,
                USA.

            


    

    
      	
            	b.	
              Assignment.
                Neither EXTRANOME nor ACQUIRER shall assign this Agreement and the
                covenants contained herein to any party without the express written
                consent of the
                other

            


    

    
      	
            	c.	
              Originals.
                This Agreement may be executed in any number of counterparts, each
                of
                which when
                so
                duly executed shall be deemed an original and constitute one and
                the same
                Agreement. Facsimile copies and signatures shall be given the same
                legal
                effect as an original.

            


    


    
      
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            	d.	
              Severability.
                If
                any part of this Agreement is found to be invalid or unenforceable
                by the
                laws or statutes
                governing it, then such provision shall not invalidate or affect
                the
                enforceability of the remainder of the
                Agreement

            


    

    
      	
            	e.	
              Force
                Majeure.
                Neither ACQUIRER nor EXTRANOME will be considered in breach of or
                in
                default under this Agreement on
                the account of any delay or failure to perform as required by this
                Agreement as a result of any causes or conditions that are beyond
                such
                party’s reasonable control and that such party is unable to overcome
                through the exercise of commercially reasonable diligence. If any
                force
                majeure event should occur, the affected party will give prompt written
                notice to the other party and will use commercially reasonable efforts
                to
                minimize the impact of the event on the performance and integrity
                of the
                Agreement.

            


    

    
      	
            	f.	
              Notice.
                Each party shall at all times keep the other informed of its principle
                place of business if different from that stated herein, and shall
                promptly
                notify the other of any change, giving the address and telephone
                number of
                the new place of business or residence. All notices and communication
                between the Parties given pursuant to this Agreement shall be made
                in
                writing and shall be considered effective upon receipt, as to the
                following:

            


    

    


    
      	
              If
                to Extranome:

            	
              If
                to Acquirer:

            
	 	 
	
              Dr.
                Alexander Gak, President & CEO

            	
              Dr.
                Alexander Gak, President & CEO

            
	 	 
	
              Extranome,
                Inc. 

            	
              BAETA
                Corp.

            
	 	 
	
              253
                Warren Avenue

            	
              253
                Warren Avenue

            
	 	 
	
              Fort
                Lee, NJ 07024

            	
              Fort
                Lee, NJ 07024

            
	 	 
	
              Ph.
                (917) 921 - 3745

            	
              Ph.
                (201) 471 – 0988

            
	 	 
	
              F.
                

            	
              F.
                (201) 471 – 0988 x110

            


    

    


    Modifications
      and Waiver. A modification or waiver of any of the provisions of this Agreement
      shall be effective only if made in writing and mutually agreed upon and executed
      with the same formality as this Agreement.

    


    Attorney’s
      Fees. If any arbitration, litigation, action, suit or other proceeding is
      instituted to remedy, prevent or obtain relief from a breach of this Agreement,
      or pertaining to a declaration of rights under this Agreement, the prevailing
      party will recover such party’s reasonable attorney’s fees incurred in each and
      every such action, suit or other proceeding, including any and all appeals
      or
      petitions therefrom.


    
      
        Extranome
          Software Agreement 

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WEREOF, the parties hereto as the effective date have duly executed
      this
      Agreement.

    


    
      	
              /s/
                Dr. Alexander Gak

            	 	
              Dr.
                Alexander Gak

            
	
              Extranome,
                Inc.

            	 	
              Name

            
	 	 	 
	
              9/16/2008

            	 	 
	 	 	 
	
              Date

            	 	 
	 	 	 
	
              /s/
                Dr. Alexander Gak

            	 	
              Dr.
                Alexander Gak

            
	
              BAETA
                Corp.

            	 	
              Name

            
	 	 	 
	
              9/16/2008

            	 	 
	 	 	 
	
              Date

            	 	 


    


    
      
        Extranome
          Software Agreement