EXECUTIVE
EMPLOYMENT AGREEMENT





This
Executive Employment Agreement (“Agreement”) is entered into this 1st day of
September 12,  2008 by and between (1) BIOFIELD CORP. (“BZEC” or the
“Company”), a Delaware public corporation; and (2) SHEPARD G. BENTLEY (“Executive”).





RECITALS:





WHEREAS
BZEC seeks to hire Executive as the Chief Executive Officer of the
Company;





WHEREAS
the Company and Executive desire to delineate the terms and conditions on which
(i) the Company shall employ Executive, (ii) Executive shall render services to
the Company, and (iii) the Company shall compensate Executive for such services;
and





WHEREAS
in connection with the employment of Executive by the Company, the Company
desires to restrict Executive's rights to compete with the business of the
Company and/or any of its affiliates or joint venture partners;





NOW,
THEREFORE, in consideration of the mutual promises, covenants and agreements
hereinafter set forth and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the Company and Executive agree as
follows:





1.           EMPLOYMENT.





The
Company hereby employs Executive and Executive hereby accepts employment with
the Company upon the terms and conditions hereinafter set forth.





2.           TERM.





2.1.           The
term of this Agreement (the "Term") shall be for a three (3) year period
commencing on the Effective Date (as defined in Subsection 2.2 below) of this
Agreement, subject, however, to termination as provided herein in Sections 7 and
8 below of this Agreement.





2.2.           The
effective date of this Agreement shall be the commencement  date
agreed to by the parties hereto, provided that such date shall be September 15,
2008  (the "Effective Date").





2.3.           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 severance 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.



















2.4.           Executive
shall formally assume the role of the Chief Executive Officer of the Company on
the Effective Date.





2.5.           Notwithstanding
anything to the contrary contained herein, this Agreement may not be terminated
by the Company during the initial six (6) months following its execution and
approval by the Board of Directors of the Company..








3.           POSITION,
DUTIES AND RESPONSIBILITIES.





3.1.           During
the Term, Executive shall serve as the Chief Executive Officer of the Company.
 Executive shall report solely and directly to the
Company’s  Board of Directors (the “Board”) and the Chairman of the
Board (the “Chairman”). During the Term, Executive shall have such
responsibilities, duties and authorities as commensurate with persons in similar
capacities in similarly sized and situated companies and such other duties and
responsibilities as the Board and/or the Chairman shall designate.





3.2.           In
the performance of all of his responsibilities hereunder, Executive shall be
subject to all of the Company's policies, rules, and regulations.  In
performing such duties, Executive will be subject to and abide by, and will use
his best efforts to cause other employees of the Company to be subject to and
abide by, all policies and procedures developed by the Board, the Chairman, any
executive committee of the Board, or senior management of the
Company.





3.3.           During
the Term unless otherwise agreed by the Board and/or Chairman, Executive shall
devote his full attention and expend his best efforts, energies, and skills on a
full-time basis, to the business of the Company and any corporation controlled
by the Company (each, a "Subsidiary").  The Company acknowledges that
Executive may from time to time be engaged in other business activities separate
from and outside the scope of the business of the Company.  The Company
agrees that the devotion of reasonable amounts of time to such other business
activities will not violate the terms of this Agreement on the conditions that
(i) such activities are not corporate opportunities of the Company; and (ii)
such activities do not materially interfere with the performance of Executive's
duties hereunder.  For purposes of this Agreement, the term the "Company"
shall mean the Company and all Subsidiaries.  Without violating this
Agreement, Executive may (i) serve in any capacity with any professional,
community, industry, civic, educational or charitable organization, (ii) serve
as a member of corporate boards of directors on which Executive currently serves
and, with the consent of the Board (which consent shall not be unreasonably
withheld or delayed), other corporate boards of directors and (iii) manage his
and his family's personal investments and legal affairs so long as such
activities do not materially interfere with the discharge of Executive's duties,
constitute a corporate opportunity of the Company or create a potential business
conflict or the appearance thereof.  If at any time service on any board of
directors or advisory board would, in the good faith judgment of the Board,
conflict with Executive’s fiduciary duty to the Company or create any appearance
thereof, Executive shall, as soon as reasonably practicable considering any
fiduciary duty to the other entity, resign from such other board of directors or
advisory board after written notice of the conflict is received from the Board.
Service on the boards of directors or advisory boards disclosed by Executive to
the Company on which he is serving as of the Effective Date are hereby
approved.





















3.5.           Executive
agrees to serve without additional compensation as an officer and director of
any of the Company’s subsidiaries, affiliates, and joint venture entities and
agrees that any amounts received from such corporation may be offset against the
amounts due under this Agreement.





4.           BASE
SALARY AND OTHER COMPENSATION OPPORTUNITIES.





4.1.           For
all services rendered by Executive under this Agreement, the Company shall pay
or cause one or more of its subsidiaries to pay Executive during the Term a base
salary at an annual rate of not less than Three Hundred Thousand U.S. Dollars
(US$300,000.00) (the “Base Salary”).  The Company shall pay a one time
payment of One Hundred Thousand U.S. Dollars (US$100,000.00) at three hundred
and sixty five days as a deferred signing bonus. The Company shall pay the Base
Salary to Executive in accordance with the standard practice it develops for
payment of compensation to its employees but not less frequently than monthly.
 Executive’s Base Salary shall be subject to annual or other review by the
Board (or a committee thereof) and may be increased, but not decreased, from
time to time by the Board.





4.2.           At
the end of the each year of employment or other date designated by the Board,
provided that Executive is employed by the Company at the time, Executive shall
have the opportunity to earn an annual cash bonus for that year to be determined
by the Board, in its sole discretion based on, inter alia, its review of the
Company’s and Executive’s performance that year, including but not limited to
the achievement of the Company’s and Executive’s objectives the first year.





4.3.           The
Company shall issue Executive 2,500,000 restricted shares of the Company's
common stock immediately upon execution of this agreement, which shares shall be
certified by the board of directors of the Company to be non-assessable, fully
paid, and issued without recourse of any kind or manner and are fully vested as
of the date of this Agreement. If within the first year the Executive leaves
employment by the Company, the Executive forfeits 1,250,000 restricted shares.
Executive and the Company will review the tax implications associated with
Executive’s equity arrangements with the Company and may reasonably modify or
restructure those arrangements in view of possible negative tax
implications for Executive.



















4.4.           During
the Term, provided that Executive is employed by the Company at the time,
Executive shall have an opportunity to earn compensation other than those
described in Sections 4.1-4.3 above of this Agreement to be determined by the
Board in its sole discretion based on the Board’s annual and/or other review of,
inter alia, the
Company’s and Executive’s performance, including but not limited to the
achievement of the Company’s and Executive’s objectives.





4.5.           The
performance targets, standards and other criteria will be structured after
Executive joins the Company and after the Board, the Chairman, Executive and
others have had the opportunity to determine appropriate performance factors
related to the Company and Executive based on a strategic review of Company
priorities and other material issues.





5.           EMPLOYEE
AND OTHER BENEFITS





5.1.           Executive
shall be entitled to participate in all employee and executive benefit plans of
the Company that the Company has adopted or may adopt, maintain or contribute to
for the benefit of its executives and other employees at a level commensurate
with his position subject to satisfying the applicable eligibility
requirements.





5.2.           Under
the employee benefit plans to be developed for the Company’s executives and
other employees, as approved by the Board, the parties hereto anticipate that
Executive shall be entitled to employee benefits, including but not limited to,
those pertaining to 401k, comprehensive health, major medical, and dental
insurance, disability insurance, life insurance, annual comprehensive physical
examinations, and other paid employee benefits commensurate with persons in
similar capacities in similarly sized and situated companies.





5.3.           The
Company shall provide to Executive all employee and executive perquisites which
other senior executives of the Company are generally entitled to receive and
which will be subsequently and mutually agreed to by the Company and Executive,
in accordance with Company policy set by the Board from time to time.





5.4.           Executive
shall be entitled to annual paid vacation in accordance with the Company’s
policy applicable to senior executives, but in no event less than four (4) weeks
per calendar year (as prorated for partial years), which vacation may be taken
at such times as Executive elects with due regard to the needs of the Company.
 Any paid vacation time that Executive does not use during a calendar year
shall accrue to the next year.




5.5.          Upon submission
of appropriate documentation in accordance with its policies in effect from time
to time, the Company shall pay or reimburse Executive for all business expenses
which Executive incurs in performing his duties under this Agreement, including,
but not limited to, travel, entertainment, professional dues and subscriptions,
and all dues, fees, and expenses associated with membership in various
professional, business, and civic associations and societies in which Executive
participates in accordance with the Company's approval and policies in effect
from time to time.



















6.           RESTRICTIVE
COVENANTS.





6.1.           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 6 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:





6.1.1.      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 6.1.1
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.




6.1.2
..     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 6.1.3 below).


















6.1.3.      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 six months 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 6.1.3 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.




6.1.4.    
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 6.1.4.   For
purposes of this subsection 6.1.4, “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.




6.1.5.     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.


















6.1.6.      If
it is determined by a court of competent jurisdiction in any state or custody
that any restriction in Section 6 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.





6.1.7.      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





6.1.8.      The
obligations contained in Section 6 of this Agreement shall survive the
termination or expiration of Executive’s employment with the Company and shall
be fully enforceable thereafter. The Company also acknowledges that the
Executive is a consultant to NeuroMed Devices, Inc., and this association will
not be deemed a violation of this agreement by Executive.





7.           TERMINATION.





7.1.           As
set forth in subsection 2.3 above of this Agreement, Executive’s employment with
the Company constitutes an “at-will” employment.  Subject to the Company’s
obligations to provide severance benefits as specified herein, the Company may
terminate its employment relationship with Executive at any time, upon written
notice to Executive, for any or no cause or reason.





7.2.           The
basic three-year term of this Agreement shall automatically be renewed on each
third-year anniversary date of this Agreement, unless the Company or Executive
elects to terminate the Agreement.





7.3.           In
the event that the Company terminates Executive’s employment for Cause (as
defined in subsection 7.4 below), as a result of Executive’s death or Disability
(as defined in subsection 7.6 below) or as a result of Executive’s voluntary
resignation (as defined in subsection 7.5 below), Executive (or in the event of
Executive’s death, Executive’s spouse, heirs or estate) shall not be entitled to
any compensation after the date of termination.



















7.4.           For
purposes of subsection 7.3 of this Agreement, "Cause" shall exist for such
termination if Executive (i) is convicted  of a felony involving moral
turpitude by a court of competent jurisdiction, (ii) commits any act of fraud or
intentional misrepresentation intended to harm the Company, (iii) has engaged in
serious misconduct, which conduct has, or would, if generally known, materially
adversely affect the good will or reputation of the Company and which conduct
Executive has not cured or altered within ten (10) days following written notice
by the Board to Executive regarding such conduct, (iv) is in material breach
under this Agreement, (v) Executive materially fails to perform the duties and
responsibilities of his employment as set forth in Section 3 of this Agreement
or as may be assigned or delegated to him from time to time by the Company, the
Board, or Executive Committee of the Board, or (vi) willfully or intentionally
fails to materially comply with a specific, written direction of the Board, the
Chairman, or Executive Committee of the Board that is consistent with normal
business practice and not inconsistent with this Agreement and Executive’s
responsibilities hereunder, and, with regard to grounds (iv), (v) and (vi) the
Board has given Executive thirty (30) days written notice of the grounds for the
termination and the conduct required by Executive to cure such failure, with
such conduct outlined with reasonable specificity, and Executive has not cured
such failure, within the thirty (30) day period provided in the written notice
to Executive.





7.5.           For
purposes of subsection 7.3 of this Agreement, a voluntary termination does not
include termination initiated by Executive in such circumstances as an
unfavorable change in his duties and responsibilities or reporting
responsibilities or a reduction in base salary proposed by the Board.  A
termination of the nature described in the preceding sentence shall be
considered a termination by the Board without “Cause” for purposes of this
Agreement.





7.6.           For
purposes of subsection 7.3 of this Agreement, “Disability” shall be defined as
the inability of Executive to have performed his material duties hereunder due
to a physical or mental injury, infirmity or incapacity for 120 days (including
weekends and holidays) in any 365-day period.  The existence or
nonexistence of a physical or mental injury, infirmity or incapacity shall be
determined by an independent physician mutually agreed to by the Company and
Executive (provided that neither party shall unreasonable withhold their
agreement).





7.7.           If
Company terminates Executive’s employment for a reason other than for Cause,
Disability, Voluntary Resignation, or Death during the Term of this Agreement,
Executive will be entitled to six months of severance pay from the termination
date consisting only of Executive’s base salary plus medical, health and other
non-salary/non-equity benefits under the Company’s employee benefit policies for
that year.




8.           [INTENTIONALLY
OMITTED].



















9.           ASSIGNMENTS.





9.1.           This
Agreement is a personal contract, and the rights and interests of Executive
hereunder may not be sold, transferred, assigned, pledged or hypothecated except
as otherwise expressly permitted by the provisions of this Agreement.
 Executive shall not under any circumstances have any option or right to
require payment hereunder otherwise than in accordance with the terms hereof.
 Except as otherwise expressly provided herein, Executive shall not have
any power of anticipation, alienation or assignment of payments contemplated
hereunder, and all rights and benefits of Executive shall be for the sole
personal benefit of Executive, and no other person shall acquire any right,
title or interest hereunder by reason of any sale, assignment, transfer, claim
or judgment or bankruptcy proceedings against Executive.





9.2.           The
Company shall have the right to assign this Agreement to any successor
of substantially all of its business or assets, and any such successor and
Executive shall be bound by all of the provisions hereof.





10.           NOTICES.





10.1.          For
the purpose of this Agreement, notices and all other communications provided for
in this Agreement shall be in writing and shall be deemed to have been duly
given (i) on the date of delivery if delivered by hand, (ii) on the date of
transmission, if delivered by confirmed facsimile, (iii) on the first business
day following the date of deposit if delivered by guaranteed overnight delivery
service, or (iv) on the fourth business day following the date delivered or
mailed by United States registered or certified mail, return receipt requested,
postage prepaid, addressed as follows:




If to
Executive:





SHEPARD
G. BENTLEY


29461
Troon Street


Laguna
Niguel, CA 92677


(949)
495-4274





And





At the
address (or to the facsimile number) shown


on the
records of the Company





If to the
Company:





Biofield
Corp.


ATTN:
Chairman James MacKay


c/o
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


Fax:
(267) 675-4743






With a
copy to:


ATTN:
Chairman James MacKay


c/o 1615
Walnut Street


3rd
Floor


Philadelphia,
PA 19103


james@themackaygroup.net





or to
such other address as either party may have furnished to the other in writing in
accordance herewith, except that notices of change of address shall be effective
only upon receipt.





11.           SECTION HEADINGS.The
section headings used in this Agreement are
included solely for convenience and shall not affect, or be used in connection
with, the interpretation of this Agreement.





12.           ENTIRE AGREEMENT.This
Agreement supersedes any and all Agreements, whether oral or written, between
the parties hereto, with respect to the employment of Executive by the Company
and contains all of the covenants and Agreements between the parties with
respect to the rendering of such services in any manner whatsoever.  Each
party to this Agreement acknowledges that no representations, inducements,
promises or agreements, orally or otherwise, have been made by any party, or
anyone acting on behalf of any party, which are not embodied herein, and that no
other agreement, statement or promise with respect to such employment not
contained in this Agreement shall be valid or binding.  Any modification of
this Agreement will be effective only if it is writing and signed by the parties
hereto.





13.           SEVERABILITY. The provisions
of this Agreement shall be deemed severable and the invalidity of
unenforceability of any provision shall not affect the validity or
enforceability of the other provisions hereof.





14.           GOVERNING LAW.This
Agreement will be governed by and construed in accordance with the laws of the
Commonwealth of Pennsylvania.





15.           BINDING NATURE.This
Agreement shall be binding upon and inure to the benefit of the parties hereto
and their respective representatives, heirs, successors and assigns.





16.           COUNTERPARTS.This
Agreement may be executed in several counterparts, each of which shall be deemed
to be an original but all of which together will constitute one and the same
instruments. One or more counterparts of this Agreement may be delivered by
facsimile, with the intention that delivery by such means shall have the same
effect as delivery of an original counterpart thereof.

















17.           ARBITRATION.Any dispute
or controversy arising under or in connection with this Agreement, other than
injunctive relief under Section 6 of this Agreement or damages for breach of
Section 6 of this Agreement, shall be settled exclusively by arbitration,
conducted before a single arbitrator in Philadelphia Pennsylvania, administered
by the American Arbitration Association (“AAA”) in accordance with its
Commercial Arbitration Rules then in effect. The single arbitrator shall be
selected by the mutual agreement of the Company and Executive, unless the
parties are unable to agree to an arbitrator, in which case, the arbitrator will
be selected under the procedures of the AAA. The arbitrator will have the
authority to permit discovery and to follow the procedures that he or she
determines to be appropriate. The arbitrator will have no power to award
consequential (including lost profits), punitive or exemplary damages. The
decision of the arbitrator will be final and binding upon the parties hereto.
Judgment may be entered on the arbitrator’s award in any court having
jurisdiction. Each party shall bear its own legal fees and costs and equally
divide the forum fees and cost of the arbitrator.





18.           INDEMNIFICATION.The
Company hereby agrees to indemnify Executive and hold him harmless to the
fullest extent permitted by applicable law against and in respect to any and all
actions, suits, proceedings, claims, demands, judgments, costs, expenses
(including reasonable attorney’s fees), losses, and damages resulting from
Executive’s good faith performance of his duties and obligations with the
Company. In connection with the litigation or other matters subject to this
section 18, Executive shall have the right to choose his own counsel, whose
reasonable fees and expenses in connection with such litigation shall be paid by
the Company.   This provision is in addition to any other rights of
indemnification Executive may have.





19.           LIABILITY INSURANCE.The
Company shall cover Executive under directors and officers liability insurance
both during and, while potential liability exists, after the term of this
Agreement in the same amount and to the same extent as the Company covers its
other officers and directors.





20.           WAIVER.  No provision of
this Agreement may be modified, waived or discharged unless such waiver,
modification or discharge is agreed to in writing and signed by Executive and
such officer or director as may be designated by the Board. No waiver by either
party hereto at any time of any breach by the other party hereto of, or
compliance with, 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.





21.           CODE SECTION 409A.It is
intended that any amounts payable under this Agreement and the Company’s and
Executive’s exercise of authority or discretion hereunder shall comply with the
provisions of Code Section 409A and the treasury regulations relating thereto so
as not to subject Executive to the payment of interest and tax penalty which may
be imposed under Code Section 409A. In furtherance of this interest, to the
extent that any regulations or other guidance issued under Code Section 409A
after the date of this Agreement would result in Executive being subject to
payment of interest and tax penalty under Code Section 409A, the parties agree
to amend this Agreement in order to bring this Agreement into compliance with
Code Section 409A.


















22.           REPRESENTATIONS.
  22.1.                      The
Company represents and warrants to Executive that the execution of this
Agreement and the provision of all benefits and grants provided herein have been
duly authorized by the Company,
 including
action of the Board and Compensation Committee and, upon the execution and
delivery of this Agreement by Executive, this Agreement shall be the valid and
binding obligation of the Company, enforceable in accordance with its terms,
except to the extent enforceability may be limited by applicable bankruptcy,
insolvency or similar laws affecting the enforcement of creditors’ rights
generally and by the effect of general principles of equity (regardless of
whether enforceability is considered in a proceeding in equity or at
law).
  22.2.                      Executive
represents and warrants to the Company that he has the legal right to enter into
this Agreement and to perform all of the obligations on his part to be performed
hereunder in accordance
 with its
terms and that he is not a party to any agreement or understanding, written or
oral, which could prevent him from entering into this Agreement or performing
all of his obligations hereunder.
  23.           WITHHOLDING.
 
 23.1.                      The
Company may withhold from any and all amounts payable under this Agreement such
federal, state and local taxes as may be required to be withheld pursuant to any
applicable law or regulation.












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THE
UNDERSIGNEDS HAVE READ THE FOREGOING AGREEMENT, HAVE HAD THE OPPORTUNITY TO SEEK
INDEPENDENT LEGAL COUNSEL, FULLY UNDERSTAND IT, AND, HAVE VOLUNTARILY EXECUTED
IT ON THE DATE AND YEAR FIRST ABOVE WRITTEN.





BIOFIELD
CORP.








BY:_____________________________                                                                                     Dated:________________________


JAMES
MACKAY


CHAIRMAN





EXECUTIVE:








________________________________                                                                                     Dated:________________________


SHEPARD
G. BENTLEY