Exhibit 10.19

                                Service Agreement
                             Letter of Understanding

                                    6/12/2001


This  letter  of  understanding,  agreed to on June 13, 2001 by both parties, is
intended  to  outline  the  operational  and  financial arrangement between ARUP
Laboratories  ("ARUP")  of  Salt Lake City, Utah and Biomedical Diagnostics, LLC
("BMD") of Ann Arbor, Michigan in regards to sale of the Mammastatin Serum Assay
("MSA").  This  letter outlines terms for the sale of products and services that
BMD  will  provide  to  ARUP.

BMD  represents  that  it  is  a  Michigan  Company  that  has  obtained  CLIA
Certification  as  a  clinical testing laboratory through the State of Michigan,
and  has initiated registration with New York State Department of Health. BMD is
also  authorized to market the MSA, which is derived technology developed at the
University  of  Michigan  and  licensed  to  Biotherapies,  Incorporated.

ARUP  is  a  clinical  laboratory,  wholly-owned by the University of Utah, that
desires  to  offer  the  MSA  test  to  is customers. ARUP realizes that the MSA
technology  has  not  yet  received FDA approval but that such approval is being
sought.  Until  FDA approval of the assay is received, ARUP intends to offer the
MSA  for  informational  purposes  to  aid  physicians  in  patient  management.

As  a  mechanism  to offer the MSA, ARUP and BMD agree as follows, ARUP's use of
the MSA will occur in two phases. During phase I, which will include the initial
launch period, ARUP will collect blood samples and send them to BMD for testing.
BMD  will produce the test results and will send a report on the testing to ARUP
within  3  business  days of BMD's receipt of the sample. ARUP will pay to BMD a
fee  for  each  test  performed  at  BMD  during  this phase, except for retests
required  because  of  inconclusive  results.  ARUP  will  send  out  technical
information  about  MSA  to  its  customers.  BMD will provide all clinical test
results  and any necessary research information to ARUP to allow ARUP to support
its  technical  disclosures  to customers. BMD will provide technical support of
the  MSA  for  ARUP  customers.

During  phase  II ARUP will take over responsibility for performing the testing.
BMD  will  supply at no charge to ARUP the necessary quality controlled reagents
and  control  materials to allow ARUP to perform testing. ARUP will pay to BMD a
royalty  for each billable test performed during the phase. BMD will sponsor and
seek  to  publish additional clinical studies to promote use of the MSA and will
also  independently promote the test service. ARUP will be mentioned as offering
the  Mammastatin test in any advertisements that BMD releases. ARUP will provide
technical  support  of the MSA for its customers during the second phase of this
relationship.

Charges  to  ARUP  for  the  testing  at  BMD  during phase I will be $95.00 per
billable  test.

The  royalty payable by ARUP to BMD for the testing at ARUP during phase II will
be  $50.00  per  billable  test.

During  phase I of this relationship BMD will invoice ARUP monthly for each test
that  is  performs  for  ARUP and will expect compensation with terms of 30 days
net.  ARUP  will  be  responsible for collecting its payment from its customers.

During  phase  II  ARUP will order the MSA reagents and materials from BMD. ARUP
will  provide  a  monthly  accounting  by the 5th business day of each month for
billable  tests  performed  in the previous month. BMD will invoice ARUP monthly
for  the  number of billable tests performed by ARUP in the previous month. ARUP
will  make  payment  with  terms  of  30  days  net.

This  Letter  of  Understanding represents the entire agreement between ARUP and
BMD.  There  is  no implied liability or contract between the parties other than
the  understanding  outlined  above.

This  agreement  can  be  terminated without cause by either party providing all
products and services are paid for under the terms of this agreement before such
termination  is  considered.

Agreed,  for

ARUP  Laboratories                       Biomedical  Diagnostics,  LLC

By:     /s/  K.  Owen  Ash     By:              /s/  James  S.  Arthurs
        ---------------------------             -----------------------------
It's:   Executive  VP,  Director  of     It's:  President
        Business  Development


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