EXECUTIVE EMPLOYMENT
AGREEMENT
 
 This
Executive Employment Agreement (the “Agreement”) is entered this 3rd day of
September, 2008 by and between Biofield Corp, a Delaware corporation ("Biofield"
or the “Company”), and David Bruce Hong ("Executive").
 
 
 IN
CONSIDERATION of the premises and the mutual covenants set forth below, the
parties hereby agree as follows:
 
 1.
   EMPLOYMENT. The Company hereby agrees to employ Executive as
the President, Asia Division, and the Company and Executive hereby accept such
employment, on the terms and conditions hereinafter set forth.
 
 2.
   TERM. The period of employment of Executive by the Company
under this Agreement (the "3 years") shall commence on the date hereof (the
"Commencement Date") and shall continue through the third anniversary thereof.
The Employment Period may be sooner terminated by either party in accordance
with Section 6 of this Agreement. Executive and the Company understand and
acknowledge that Executive’s employment with the Company constitutes an
“at-will” employment.  Subject to the Company’s obligations to provide
termination benefits as specified herein, Executive and the Company acknowledge
that the Company may terminate this employment relationship at any time, upon
written notice to Executive, for any or no cause or reason.
 
 3.
   POSITION AND DUTIES. During the Employment Period, Executive
shall serve as President and shall report solely and directly to the Company's
Chief Executive Officer and Board of Directors as required. Executive shall have
those powers and duties normally associated with President in entities
comparable to the Company and such other powers and duties as may be prescribed
by the Company; PROVIDED THAT, such other powers and duties are consistent with
Executive's position as President of the Company. Executive shall devote as much
of his working time, attention and energies during normal business hours (other
than absences due to illness or vacation) to satisfactorily perform his duties
for the Company. Notwithstanding the above, Executive shall be permitted, to the
extent such activities do not substantially interfere with the performance by
Executive of his duties and responsibilities hereunder to (i) manage Executive's
personal, financial and legal affairs and (ii) to serve on civic or charitable
boards or committees (it being expressly understood and agreed that Executive's
continuing to serve on any such board and/or committees on which Executive is
serving, or with which Executive is otherwise associated, as of the Commencement
Date shall be deemed not to interfere with the performance by Executive of his
duties and responsibilities under this Agreement).
 
 4.
   PLACE OF PERFORMANCE. The principal place of employment of
Executive shall be at the Company's offices in Hong Kong.
 
  1
  5.
   COMPENSATION AND RELATED MATTERS.
 
 (a)
BASE SALARY AND BONUS. During the Employment Period, the Company shall pay
Executive a base salary annualized at the rate of US$100,000.00 per year for the
first six months of the Employment Period and US$120,000 per year after the
first six months of the Employment Period ("Base Salary"). Executive's Base
Salary shall be paid in approximately equal installments in accordance with the
Company's customary payroll practices, but at least on a monthly basis. The
Compensation Committee (the "Committee") of the Board of Directors of the
Company (the "Board") shall review Executive's Base Salary for increase (but not
decrease) no less frequently than annually and consistent with the compensation
practices and guidelines of the Company. If Executive's Base Salary is increased
by the Company, such increased Base Salary shall then constitute the Base Salary
for all purposes of this Agreement. In addition to Base Salary, Executive may be
paid an annual bonus (the "Bonus"), as may be provided for under the annual
incentive plan maintained by the Company and/or as the Committee so determines
in its sole discretion.
 
 (b)
EXPENSES. The Company shall promptly reimburse Executive for all business
expenses upon the presentation of itemized statements of such expenses in
accordance with the Company's policies and procedures now in force or as such
policies and procedures may be modified with respect to all senior executive
officers of the Company. All travel and incidental travel expenses commensurate
with the position of the Executive shall be paid by the Company.
 
 (c)
VACATION. Executive shall be entitled to the 4 weeks of vacation of paid
vacation per year. In addition to vacation, Executive shall be entitled to the
number of sick days and personal days per year that other senior executive
officers of the Company with similar tenure are entitled under the Company's
policies, as detailed in the Employee Handbook. The vacation and sick days may
accrue during the length of employment.
 
 (d)
SERVICES FURNISHED. During the Employment Period, the Company shall furnish
Executive, with office space, stenographic and secretarial assistance and such
other facilities and services no less favorable than those that he was receiving
immediately prior to the date of this Agreement or, if better, as provided to
other senior executive officers of the Company.
 
 (e)
WELFARE, PENSION AND INCENTIVE BENEFIT PLANS AND
 PERQUISITES.
During the Employment Period, Executive (and his spouse and dependents to the
extent provided therein) shall be entitled to participate in and be covered
under all the welfare benefit plans or programs which the Company establishes
and maintains from time to time for the benefit of its senior executives
including, without limitation, all medical, hospitalization, dental, disability,
accidental death and dismemberment and travel accident insurance plans and
programs. In addition, during the Employment Period, Executive shall be eligible
to participate in all pension, retirement, savings and other employee benefit
plans and programs which the Company shall establish and maintain from time to
time by the Company for the benefit of its senior executives.  *NOTE:  It
is understood and agreed that compensation shall commence upon the adequate
funding into Biofield.  Necessary to effectuate said
compensation.
  2
  
 (f)   STOCK
ISSUANCE.  The Company shall grant Executive two hundred fifty
thousand (250,000) restricted shares of the Company's common stock.
 
 
 6.
   TERMINATION. Executive's employment hereunder may be
terminated during the Employment Period under the following
circumstances:
 
 (a)
DEATH. Executive's employment hereunder shall terminate upon his
death.
 
 (b)
DISABILITY. If, as a result of Executive's incapacity due to physical or mental
illness, Executive shall have been substantially unable to perform his duties
hereunder for an entire period of six (6) consecutive months, and within thirty
(30) days after written Notice of Termination is given after such six (6) month
period, Executive shall not have returned to the substantial performance of his
duties on a full-time basis, the Company shall have the right to terminate
Executive's employment hereunder for "Disability", and such termination in and
of itself shall not be, nor shall it be deemed to be, a breach of this
Agreement.
 
 (c) CAUSE. The Company shall have the right to terminate Executive's employment
for Cause, and such termination in and of itself shall not be, nor shall it be
deemed to be, a breach of this Agreement. For purposes of this Agreement, the
Company shall have "Cause" to terminate Executive's employment upon
Executive's:
 
 (i)
final conviction of or plea of guilty or no contest to a felony involving moral
turpitude; or
 
 (ii)
willful misconduct that is materially and demonstrably injurious economically to
the Company.
 
 (d) WITHOUT CAUSE. The Company shall have the right to terminate Executive's
employment hereunder without Cause by providing Executive with a Notice of
Termination at least thirty (30) days prior to such termination, and such
termination shall not in and of itself be, nor shall it be deemed to be, a
breach of this Agreement.
 
 (e) WITHOUT GOOD REASON. Executive shall have the right to terminate his
employment hereunder by providing the Company with a Notice of Termination at
least thirty (30) days prior to such termination.
 
 7.
   TERMINATION PROCEDURE.
 
 (a)
NOTICE OF TERMINATION. Any termination of Executive's employment by the Company
or by Executive during the Employment Period (other than termination pursuant to
Section 6(a)) shall be communicated by written Notice of Termination to the
other party hereto in accordance with Section 14.  For purposes of this
Agreement, a "Notice
of Termination" shall mean a notice which shall indicate the specific
termination provision in this Agreement relied upon and shall set forth in
reasonable detail the facts and circumstances claimed to provide a basis for
termination of Executive's employment under the provision so
indicated.
  3
  
 (b)
DATE OF TERMINATION. "Date of Termination" shall mean (i) if Executive's
employment is terminated by his death, the date of his death, (ii) if
Executive's employment is terminated pursuant to Section 6(b), thirty (30) days
after Notice of Termination (provided that Executive shall not have returned to
the substantial performance of his duties on a full-time basis during such
thirty (30) day period), and (iii) if Executive's employment is terminated for
any other reason, the date on which a Notice of Termination is given or any
later date (within thirty (30) days after the giving of such notice) set forth
in such Notice of Termination.
 
 8.
   COMPENSATION UPON TERMINATION OR DURING DISABILITY. In the
event Executive is disabled or his employment terminates during the Employment
Period, the Company shall provide Executive with the payments and benefits set
forth below. Executive acknowledges and agrees that the payments set forth in
this Section 8 constitute liquidated damages for termination of his employment
during the Employment Period.
 
 (a)
TERMINATION BY COMPANY WITHOUT CAUSE OR BY EXECUTIVE FOR GOOD REASON. If
Executive's employment is terminated by the Company without Cause:
 
 (i) within ten (10) days following such
termination, the Company shall pay to Executive his Base Salary earned and/or
accrued, but unpaid through the Date of Termination, as soon as practicable
following the Date of Termination; and (ii) the Company shall maintain in full
force and effect, for the continued benefit of Executive, his spouse and his
dependents for a period of one (1) year following the Date of Termination the
medical, hospitalization, dental, and life insurance programs in which
Executive, his spouse and his dependents were participating immediately prior to
the Date of Termination at the level in effect and upon substantially the same
terms and conditions (including without limitation contributions required by
Executive for such benefits) as existed immediately prior to the Date of
Termination; PROVIDED, THAT, such Continued Benefits shall terminate on the date
or dates Executive receives equivalent coverage and benefits, without waiting
period or pre-existing condition limitations, under the plans and programs of a
subsequent employer (such coverage and benefits to be determined on a
coverage-by-coverage or benefit-by-benefit, basis); and
 
 (ii) the Company shall reimburse
Executive pursuant to Section 5 for expenses incurred, but not paid prior to
such termination of employment.
 
 (b) DISABILITY. During any period that
Executive fails to perform his duties hereunder as a result of incapacity due to
physical or mental illness ("Disability Period"), Executive shall continue to
receive his full Base Salary set forth in Section 5(a) until his employment is
terminated pursuant to Section 6(b).
  4
  
 (i)   the Company shall pay
to Executive (A) his Base Salary through the Date of Termination, as soon as
practicable  following the Date of Termination, and  (B) Continued
Benefits (as defined in Section 8(a)(i) above for one (1) year; and
 
 (ii)  the Company shall reimburse
Executive pursuant to Section 5 for expenses incurred, but not paid prior to
such termination of employment.
 
 (c) DEATH. If Executive's employment is
terminated by his death:
 
 (i) the Company shall pay in a lump sum
to Executive's beneficiary, legal representatives or estate, as the case may be,
Executive's Base Salary through the Date of Termination.
 
 
 9.
   MITIGATION. Executive shall be required to mitigate amounts
payable under this Agreement by seeking other employment or otherwise.
 
 10.
  RESTRICTIVE COVENANTS.
 
 10.1           Executive
acknowledges that (i) he has a major responsibility for the operation,
administration, development and growth of the Company's business, (ii) the
Company's business is international in scope, (iii) his work for the Company has
brought him and will continue to bring him into close contact with confidential
information of the Company and its customers, and (iv) the agreements and
covenants contained in this Section 10 are essential to protect the business
interests of the Company and that the Company will not enter into this Agreement
but for such agreements and covenants.  Accordingly, Executive
covenants and agrees as follows:
 
 10.1.1                      Executive
agrees that he shall not, directly or indirectly, use, make available, sell,
disclose or otherwise communicate to any person, other than in the course of
Executive’s employment and for the benefit of the Company, either during the
period of Executive’s employment or at any time thereafter, any nonpublic,
proprietary or confidential information, knowledge or data relating to the
Company, any of its subsidiaries, affiliated companies or businesses, which
shall have been obtained by Executive during Executive’s employment by the
Company.  Included, without limitation, among such protected
proprietary or confidential information are trade secrets, trade "know-how",
inventions, customer lists, business plans, operational methods, pricing
policies, marketing plans, sales plans, identity of suppliers or customers,
sales, profits or other financial information, all of which is confidential to
the Company and not generally known in the relevant trade or
industry.  This subsection 10.1.1 shall not apply to information that
(i) was known to the public prior to its disclosure to Executive; (ii) becomes
known to the public subsequent to disclosure to Executive through no wrongful
act of Executive or any representative of Executive; or (iii) Executive is
required to disclose by applicable law, regulation or legal process (provided
that Executive provides the Company with prior notice of the contemplated
disclosure and reasonably cooperates with the Company at its expense in seeking
a protective order or other appropriate protection
of such information). Notwithstanding clauses (i) and (ii) of the preceding
sentence, Executive’s obligation to maintain such disclosed information in
confidence shall not terminate where only portions of the information are in the
public domain.
  5
   10.1.2                      During
Executive’s employment with the Company and for the one (1) year period
thereafter, Executive agrees that he will not, directly or indirectly,
individually or on behalf of any other person, firm, corporation or other
entity, knowingly solicit, aid or induce (i) any managerial level employee of
the Company or any of its subsidiaries or affiliates to leave such employment in
order to accept employment with or render services to or with any other person,
firm, corporation or other entity unaffiliated with the Company or knowingly
take any action to materially assist or aid any other person, firm, corporation
or other entity in identifying or hiring any such employee, or (ii) any customer
of the Company or any of its subsidiaries or affiliates to purchase goods or
services then sold by the Company or any of its subsidiaries or affiliates from
another person, firm, corporation or other entity or assist or aid any other
persons or entity in identifying or soliciting any such customer (provided, that
the foregoing shall not apply to any product or service which is not covered by
the noncompetition provision set forth in subsection 10.1.3 below).
  10.1.3                      Executive
acknowledges that he performs services of a unique nature for the Company that
are irreplaceable, and that his performance of such services to a competing
business will result in irreparable harm to the Company. Accordingly, during
Executive’s employment hereunder and for the one (1) year period thereafter,
Executive agrees that Executive will not, directly or indirectly, (i) compete
with respect to any services or products of the Company which are either being
offered or are being developed by the Company as of the date of termination; or
(ii)  own, manage, operate, control, be employed by (whether as an
employee, consultant, independent contractor or otherwise, and whether or not
for compensation) or render services to any person, firm, corporation or other
entity, in whatever form, engaged in any business of the same type as any
business in which the Company or any of its subsidiaries or affiliates is
engaged on the date of termination or in which they have proposed, on or prior
to such date, to be engaged in on or after such date and in which Executive has
been involved to any extent at any time during the twelve (12)-month period
ending after the date of termination, in any locale of any country in which the
Company conducts business. This subsection 10.1.3 shall not prevent Executive
from owning not more than one percent (1%) of the total shares of all classes of
stock outstanding of any publicly held entity engaged in such business, nor will
it restrict Executive from rendering services to charitable organizations, as
such term is defined in Section 501(c) of the United States Internal Revenue
Code.
  10.1.4                      Executive
and the Company agrees that during the Term and for five (5) years thereafter
not to make any public statements that disparage the other party, or in the case
of the Company, its respective affiliates, employees, officers, directors,
products or services. Notwithstanding the foregoing, statements made in the
course of sworn testimony in administrative, judicial or arbitral proceedings
(including, without limitation, depositions in connection with such proceedings)
shall not be subject to this subsection 10.1.4.   For purposes of
this subsection 10.1.4, “the Company”
shall mean only (i) the Company by press release or other formally released
announcement and (ii) Executive officers and directors thereof and not any other
employees.
  6
   10.1.5                      The
Parties acknowledge and agree that the other party’s remedies at law for a
breach or threatened breach of any of the provisions of Section 6 of the
Agreement and, in recognition of this fact, the parties agree that, in the event
of such a breach or threatened breach, in addition to, and not in lieu of any
other rights and remedies available to the Company at law or equity, the other
party, without posting any bond and without the necessity of proving damages,
shall be entitled to obtain equitable relief in the form of specific
performance, temporary restraining order, temporary or permanent injunctive or
mandatory relief or any other equitable remedy which may then be available,
without prejudice to any other rights and remedies which may be available at law
or in equity.
  10.1.6                      If
it is determined by a court of competent jurisdiction in any state or custody
that any restriction in Section 10 of this Agreement is excessive in duration or
scope or is unreasonable or invalid or unenforceable under the laws of that
state, it is the intention of the parties that such restriction shall not affect
the remainder of the covenant or covenants which shall be given full effect,
without regard to the invalid or unenforceable portions, and that such
restriction may be modified or amended by the court to render it enforceable to
the maximum extent permitted by the law of that state, province, or
country.
 
 10.1.7                      The
parties hereto intend to and hereby confer jurisdiction to enforce the
Restrictive Covenants upon the courts of any jurisdiction within the
geographical scope of such Restrictive Covenants.  In the event that
the courts of any one or more of such jurisdictions shall hold such Restrictive
Covenants wholly unenforceable by reason of the breadth of such scope or
otherwise, it is the intention of the parties hereto that such determination not
bar or in any way affect the Company's right of the relief provided above in the
courts of any other jurisdictions within the geographical scope of such
Restrictive Covenants, as to breaches of such covenants in such other respective
jurisdictions, the above covenants as they relate to each jurisdiction being,
for this purpose, severable into diverse and independent covenants
 
 10.1.8                      The
obligations contained in Section 10 of this Agreement shall survive the
termination or expiration of Executive’s employment with the Company and shall
be fully enforceable thereafter.
 
 11.
  INDEMNIFICATION. The Company agrees that if Executive is made a
party or a threatened to be made a party to any action, suit or proceeding,
whether civil, criminal, administrative or investigative (a "Proceeding"), by
reason of the fact that Executive is or was a trustee, director or officer of
the Company or any subsidiary of the Company or is or was serving at the request
of the Company or any subsidiary as a trustee, director, officer, member,
employee or agent of another corporation or a partnership, joint venture, trust
or other enterprise, including, without limitation, service with respect to
employee benefit plans, whether or not the basis of such Proceeding is alleged
action in an official
  7
  capacity
as a trustee, director, officer, member, employee or agent while serving as a
trustee, director, officer, member, employee or agent, Executive shall be
indemnified and held harmless by the Company to the fullest extent authorized by
Delaware law, as the same exists or may hereafter be amended, against all
Expenses incurred or suffered by Executive in connection therewith, and such
indemnification shall continue as to Executive even if Executive has ceased to
be an officer, director, trustee or agent, or is no longer employed by the
Company and shall inure to the benefit of his heirs, executors and
administrators. As used in this Agreement, the term "Expenses" shall include,
without limitation, damages, losses, judgments, liabilities, fines, penalties,
excise taxes, settlements, and costs, attorneys' fees, accountants' fees, and
disbursements and costs of attachment or similar bonds, investigations, and any
expenses of establishing a right to indemnification under this
Agreement.
 
 12.
ARBITRATION.  Except as provided for in Section 10 of this Agreement, if
any contest or dispute arises between the parties with respect to this
Agreement, such contest or dispute shall be submitted to binding arbitration for
resolution in the Commonwealth of Pennsylvania, in accordance with the rules and
procedures of the Employment Dispute Resolution Rules of the American
Arbitration Association then in effect. The decision of the arbitrator shall be
final and binding on both parties, and any court of competent jurisdiction may
enter judgment upon the award.
 
 13.
  SUCCESSORS; BINDING AGREEMENT.
 
 (a)
COMPANY'S SUCCESSORS. No rights or obligations of the Company under this
Agreement may be assigned or transferred except that the Company will require
any successor (whether direct or indirect, by purchase, merger, consolidation or
otherwise) to all or substantially all of the business and/or assets of the
Company to expressly assume and agree to perform this Agreement in the same
manner and to the same extent that the Company would be required to perform it
if no such succession had taken place. As used in this Agreement, "Company"
shall mean the Company as herein before defined and any successor to its
business and/or assets (by merger, purchase or otherwise) which executes and
delivers the agreement provided for in this Section 13 or which otherwise
becomes bound by all the terms and provisions of this Agreement by operation of
law.
 
 (b)
EXECUTIVE'S SUCCESSORS. No rights or obligations of Executive under this
Agreement may be assigned or transferred by Executive other than his rights to
payments or benefits hereunder, which may be transferred only by will or the
laws of descent and distribution. Upon Executive's death, this Agreement and all
rights of Executive hereunder shall inure to the benefit of and be enforceable
by Executive's beneficiary or beneficiaries, personal or legal representatives,
or estate, to the extent any such person succeeds to Executive's interests under
this Agreement. Executive shall be entitled to select and change a beneficiary
or beneficiaries to receive any benefit or compensation payable hereunder
following Executive's death by giving the Company written
notice thereof. In the event of Executive's death or a judicial determination of
his incompetence, reference in this Agreement to Executive shall be deemed,
where appropriate, to refer to his beneficiary (ies), estate or other legal
representative(s). If Executive should die following his Date of Termination
while any amounts would still be payable
to him hereunder if he had continued to live, all such amounts unless otherwise
provided herein shall be paid in accordance with the terms of this Agreement to
such person or persons so appointed in writing by Executive, or otherwise to his
legal representatives or estate.
  8
  
 14.
NOTICE. For the purposes of this Agreement, notices, demands and all other
communications provided for in this Agreement shall be in writing and shall be
deemed to have been duly given when delivered either personally or by United
States certified or registered mail, return receipt requested, postage
prepaid,
 addressed
as follows:
 
 
 If to
Executive:
 
 David
Bruce Hong
 Unit 301, 3/F
 Dannies House
 20 Luard Road
 Wan Chai
 HONG KONG
 
 
 If to the
Company:
 
 Biofield
Corp.
 KING OF PRUSSIA BUSINESS
CENTER
 SUITE C, 1019 WEST NINTH
AVENUE
 KING OF PRUSSIA PA 19406
 UNITED STATES
 Attention: CEO
 
 With a
copy to:
 
 Stephen W.W. Ching, Jr.,
Esquire
 Obermayer Rebmann Maxwell & Hippel
LLP
 One Penn Center, 19th
Floor
 1617 John F. Kennedy
Boulevard
 Philadelphia, PA
19103-1895
 UNITED STATES
 
 or to
such other address as any party may have furnished to the others in writing in
accordance herewith, except that notices of change of address shall be effective
only upon receipt.
 
 15.
MISCELLANEOUS. No provisions of this Agreement may be amended, modified, or
waived unless such amendment or modification is agreed to in writing signed by
Executive and by a duly authorized officer of the Company, and such waiver is
set forth
  9
  in
writing and signed by the party to be charged. No waiver by either party hereto
at any time of any breach by the other party hereto of any condition or
provision of this Agreement to be performed by such other party shall be deemed
a waiver of similar or dissimilar provisions or conditions at the same or at any
prior or subsequent time. No agreements or representations, oral or otherwise,
express or implied, with respect to the subject matter hereof have been made by
either party which are not set forth expressly in this Agreement. The respective
rights and obligations of the parties hereunder of this Agreement shall survive
Executive's termination of employment and the termination of this Agreement to
the extent necessary for the intended preservation of such rights and
obligations. The validity, interpretation, construction and performance of this
Agreement shall be governed by the laws of the Commonwealth of Pennsylvania
without regard to its conflicts of law principles.
 
 16.
VALIDITY. The invalidity or unenforceability of any provision or provisions of
this Agreement shall not affect the validity or enforceability of any other
provision of this Agreement, which shall remain in full force and
effect.
 
 17.
COUNTERPARTS. This Agreement may be executed in one or more counterparts, each
of which shall be deemed to be an original but all of which together will
constitute one and the same instrument.
 
 18.
ENTIRE AGREEMENT. Except as other provided herein, this Agreement sets forth the
entire agreement of the parties hereto in respect of the subject matter
contained herein and supersede all prior agreements, promises, covenants,
arrangements, communications, representations or warranties, whether oral or
written, by any officer, employee or representative of any party hereto in
respect of such subject matter. Except as other provided herein, any prior
agreement of the parties hereto in respect of the subject matter contained
herein is hereby terminated and cancelled.
 
 19.
WITHHOLDING. All payments hereunder shall be subject to any required withholding
of Federal, state and local taxes pursuant to any applicable law or
regulation.
 
 20.
NONCONTRAVENTION. The Company represents that the Company is not prevented
from entering into, or performing this Agreement by the terms of any law, order,
rule or regulation, its by-laws or declaration of trust, or any agreement to
which it is a party, other than which would not have a material adverse effect
on the Company's ability to enter into or perform this Agreement.
 
 21.
SECTION HEADINGS. The section headings in this Agreement are for convenience of
reference only, and they form no part of this Agreement and shall not affect its
interpretation.
 
 22.
 SEVERABILITY.  The invalidity of any one or more of the words,
phrases, sentences, clauses or sections contained in this Agreement shall not
affect the enforceability of the remaining portions of this Agreement or any
part thereof, all of which are inserted conditionally on their being valid in
law, and, in the event that any one or more of the words, phrases, sentences,
clauses or sections contained in this Agreement
  10
  shall be
declared invalid, this Agreement shall be construed as if such invalid word or
words, phrase or phrases, sentence or sentences, clause or clauses, or section
or sections had not been inserted. If such invalidity is caused by duration,
geographic scope or both, the otherwise invalid provision will be considered to
be reduced to a period or area which would cure such invalidity.
 
 IN
WITNESS WHEREOF, the parties hereto have executed this Agreement on the date
first above written.
 
 BIOFIELD
CORP.
 
 
 By:
_______________________
 Michael
J. Antonoplos
 Chief Executive Officer
 
 Dated:  September
3, 2008
 
 EXECUTIVE
 
 
 BY:________________________
 David
Bruce Hong
 
 Dated:  September
3, 2008
  11