Exhibit 10.3


                                    AGREEMENT
                                    ---------

THIS AGREEMENT (the "Agreement") is effective as of the 1st day of August,  2004
by and between consultant John Matheu ("JM" or "Consultant"), with his principal
address at 215 Long Hill Drive,  Short Hills,  New Jersey 07078 and  Mediscience
Technology  Corp.  ("MDSC"  or  "Company")  with its  principal  address at 1235
Folkstone Way, Cherry Hill, New Jersey 08034. (Collectively the "Parties")

                                   WITNESSETH:

WHEREAS,  JM provides a wide  spectrum of  management  consulting  and ancillary
services  on  behalf  of  MDSC  in the  biopharmaceutical,  medical  devise  and
healthcare  industry  with  particular  expertise in  corporate,  financial  and
PRESENT project management at CUNY; and;

WHEREAS,  MDSC is a medical  device R&D company  with an  expressed  interest in
retaining the services of JM.

NOW,  THEREFORE,  in consideration  of the foregoing  premises and the terms and
conditions  set  forth  below,  the  adequacy  of which is  acknowledged  by the
parties, the parties hereby agree as follows:

DEFINITIONS AS USED HEREIN:

"Extension" shall mean that period following the end of the initial Term.

"Products"  shall mean those products that are owned by or in any way embody the
Technology or Intellectual Property Rights of MDSC

"Services"   shall   mean   those   services   JM  shall   perform   under   the
direction/supervision   of  Michael  Engelhart   President  COO  of  Mediscience
Technology hereunder during the Term. relating to the successful  accomplishment
of the following: Exhibit A

                                    Exhibit A
                                    ---------
               MEDICAL PROJECT MANAGEMENT GUIDE FOR CD-RATIOMETER
               --------------------------------------------------

1.   May    Initiate and Evaluate Design of CD GYN Ratiometer
     o    Review CD ratiometer layout and optical-mechanical drawings.
     o    Determine physician requirements for GYN data collection.
     o    Finalize selection of optical probe for use in cervical cancer testing
          device
     o    Determine  electronic  control board and interface for physician  work
          station.
     o    Design a study protocol for cervical cancer detection

2.   June   Final Designs and FDA Approach
     o    Work with management in o FDA approach
     o    Clinical development planning o Attend pre-IDE meeting
     o    Identify and qualify potential study sites for clinical trials
     o    Interface with front end software interface team.
     o    Work with design  trifurcated  optical  fiber  probe,  and  disposable
          ferrule for fiber probe.
     o    Develop calibration standards and test procedures for CD Ratiometer


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3.   July   Operational Manual, IDE and Approach for CD GYN Ratiometer
     o    Continued work in developing user-friendly software.
     o    Work with management to create the operational manual
     o    Work with  management  to create  approach  to  physicians  - adoption
          equation
     o    Work with management in preparing IDE
     o    Attend FDA IDE meeting o Secure IRB's for

4.   Aug. - Sept. - Oct. Test prototype CD GYN  Ratiometer for Clinical  Testing
     and 510 (k) Development and Submission
     o    Test operation of prototype unit.
     o    Test operation of physician interface.
     o    Test CD-Ratiometer on ex vivo tissue specimens.
     o    Train Mediphotonics and medical personnel.
     o    Complete operational guide
     o    Quality control clinical sites

"Technology" shall mean all present and future patented,  proprietary technology
and  intellectual  know-how,  and shop  knowledge  relating to products  for the
screening,  diagnosis,  and  treatment  of  patients  with  tumor  types  (e.g.,
including,  but  not  limited  to  colon,  lung,  cervix,  pancreas,   prostate,
esophageal, oral and breast).

"Term" shall mean an initial  minimum  period of 13 Months and the  extension of
the minimum period as described under the section "The Term" below commencing on
the date hereof.

"Territory" shall mean CUNY, RELATED LOCATIONS AND the world.

1 Services. JM shall provide such strategic,  management, and financial services
to MDSC as may be mutually agreed, which can include advising and assisting MDSC
in developing  budgets,  business and operating  plans,  staffing  requirements,
clinical protocols, relationships with clinical test sites and contract research
organization,   regulatory  process,  analysis  of  competing  technologies  and
potential technology,  acquisitions,  marketing strategies, strategic alliances,
including the  negotiation  process,  with  potential  Licensees,  Assignees and
Transferees and other strategic transactions; present MDSC's technology/products
to venture groups, individual investors,  investment bankers, VCs and others, as
required.  Unless  mutually  agreed  to  otherwise,  JM  will  be  dedicated  to
fulfilling these responsibilities on a full-time basis

2 The Term:  The initial  Term to be effective on August 1, 2004 and conclude on
September 31, 2005 unless otherwise extended by Board of Director approval. upon
review of JM performance hereunder. and recommendation by COO Michael Engelhart.

3 Compensation.  In full and complete  consideration of the Services by JM, MDSC
agrees  to pay JM a  monthly  fee  (executed  on the 15th day of each  month) of
$4,166 effective August 1, 2004 subject to a good faith re-appraisal upon

1. a successful next round financing and


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<PAGE>


2. the accomplishment of the CUNY project EXHIBIT A

Additionally,  MDSC herein  grants JM a n option,  effective  August1,  2004, to
purchase three hundred thousand (300,000) shares of MDSC restricted per SEC rule
144 common stock at one dollar fifty cents($.1.50) per share.

     4.   Expenses.  MDSC shall reimburse JM, when billed, for any out-of pocket
          expenses that JM might incur in the performance of services hereunder.

     5.   Indemnification.  MDSC agrees to indemnify  and hold  harmless JM from
          and against any claims, liabilities,  judgements,  penalties and costs
          incurred as a party to any litigation or other  proceeding,  which may
          arise relating to or as a result of this Agreement.

     5.   Independent Contractor. Each party is an independent contractor of the
          other and shall not be  deemed to be an  employee,  partner,  agent or
          joint venturer of the other for any purpose.

4 Taxes: It is understood that payments to for services rendered will be made in
-------
full  at the  rate  agreed,  without  any  deductions  for  taxes  of  any  kind
whatsoever,  this  being in  conformity  with your  non-employee  status.  It is
understood  that any taxes that may be due and  payable as a result of  payments
herein  specified  by MDSC to you will be entirely  your  responsibility.  It is
understood  that, as part of this  Agreement,  you undertake to pay all taxes to
which you may be liable on such payments when due.

5 Patent Rights/ Intellectual  property:  You will promptly disclose to MDSC any
---------------------------------------
invention  arising  from  your  work  under  this  agreement.  MDSC  will be the
exclusive  owner of any such  invention and you will execute such  documents and
take  such  appropriate  action  (at  MDC's  expense)  as  may be  necessary  or
appropriate to establish  such ownership and to Assist MDC in obtaining  patents
thereon in the United States and/or foreign countries

6  Publication:  You must  obtain  MDSC's  prior  approval  for any  publication
--------------
relating to your work under this Agreement,  or to information  disclosed to you
by MDSC in connection  with this  Agreement,  both as to the content and time of
publication.

7  Confidentiality:  You  will  not  use,  other  than  in the  course  of  your
------------------
consultatntship  or disclose to third parties,  any confidential  information of
MDSC  which is  furnished  or  acquired  by you in the course of work under this
Agreement. All reports,  documents and any other materials or data loaned to you
for  purposes of  performing  your work are the  property  of MDSC,  and must be
retuned at the  earlier  of the  expiration  of this  Agreement  or upon  MDSC's
request.

8  Modification:  No term or  provision  of this  Agreement  may be  changed  or
---------------
modified except in writing signed by both parties. Oral changes or modifications
will not be binding,


10 Termination.  The parties  agree that this  Agreement  may  be  terminated by
Mediscience  Technology at its sole discretion subject to 30 days written notice
to JM to his principal  address at 215 Long Hill Drive,  Short Hills, New Jersey
07078

11 Miscellaneous.

     1.   This Agreement  shall be governed and construed in accordance with the
          laws of the State of New York and the parties  hereto  agree to submit
          any dispute  whatsoever  to the New York City  office of the  American
          Arbitration  association for full,  final and bind9ing  resolution any
          dispute hereunder.


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<PAGE>


     2.   This Agreement may be executed in counterparts, each of which shall be
          deemed an original, but all of which shall constitute one and the same
          instrument.

     3.   This Agreement  constitutes the entire agreement  between the parties,
          and supersedes all prior oral and written  proposals or agreements.

     4.   Any  provision  of  this  Agreement  which  is  held  to  be  void  or
          unenforceable  shall be deemed  severable  from the  remainder  of the
          Agreement  and shall not affect,  in any manner,  the  validity or the
          enforceability of the other provisions hereof.

     5.   This  Agreement  can not be  assigned  by a party  without the written
          consent of the other party.

     6.   A failure of either  party to assert any rights  under this  Agreement
          shall not  constitute a waiver of such rights,  at that time or in the
          future.

     7.   This  Agreement  may be amended,  supplemented,  or modified only by a
          writing signed by both parties.

     8.   The  individuals  signing  on  behalf  of their  respective  companies
          represent that they are duly authorized to do so.

IN WITNESS  WHEREOF,  the parties have  executed  this  Agreement as of the date
first written above.
This agreement is entered into pursuant to Board of Director  authority  wherein
John Matheu recused as a present member

Mediscience Technology Corp.                             John Matheu


By:  /s/Peter Katevatis                                  By: /s/ John Matheu
     ----------------------------                            ----------------
     Peter Katevatis Chairman/CEO                            John Matheu

Date: August 1, 2004                                     Date: August 1, 2004
      ---------------------------                              --------------


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