EX 10-2 MUTUAL RELEASE DATED JANUARY 30, 2009 BETWEEN XENOMICS, INC. AND
      GIANLUIGI LONGINOTTI-BUITONI.
    

    
      Mutual Release
    

    
      Upon the occurrence of the Effective Date (as that term is defined in
      Section 4(a) of that certain Forbearance Agreement dated as of January
      16, 2009 by and among Xenomics, Inc. and the holders of 6% convertible
      debenture notes (the “Forbearance Agreement”), Gian Luigi Buitoni
      (“Buitoni”), an individual residing in the State of New York, in
      consideration of the sum of TEN DOLLARS ($10.00), received from
      Xenomics, Inc. (the “Company”), a Florida corporation having offices
      located at One Deer Park Drive, Suite F, Monmouth Junction, New Jersey
      08852, and other good and valuable consideration, the receipt and
      adequacy of which are hereby acknowledged, releases and discharges the
      Company, its officers, directors, subsidiaries, affiliates, successors
      and assigns, from all actions, causes of action, suits, liabilities,
      contracts, controversies, promises, damages, claims, and demands
      whatsoever, in law, at equity, known or unknown, suspected or
      unsuspected, which against the Company, its officers, directors,
      subsidiaries, affiliates, successors and assigns, Buitoni ever had, now
      has or hereafter can, shall or may, have for, upon, or by reason of any
      matter, cause or thing whatsoever from the beginning of the world to the
      day of the date of this Mutual Release, arising out of or concerning the
      Company or his involvement therewith, but this release expressly
      excludes any right to payment Buitoni may have pursuant to shares of
      stock, stock options or debentures issued by the Company in his favor
      that are held by him as of the date hereof.  This release shall not be
      effective unless and until the occurrence of the Effective Date.  
    

    
      Upon the occurrence of the Effective Date, the Company, in consideration
      of the sum of TEN DOLLARS ($10.00), received from Buitoni, and other
      good and valuable consideration, the receipt and adequacy of which are
      hereby acknowledged, releases and discharges Buitoni, his heirs,
      administrators, executors, successors and assigns, from all actions,
      causes of action, suits, liabilities, contracts, controversies,
      promises, damages, claims, and demands whatsoever, in law, at equity,
      which against Buitoni the Company, its officers, directors,
      subsidiaries, affiliates, successors and assigns, ever had, now has or
      hereafter can, shall or may, have for, upon, or by reason of any matter,
      cause or thing whatsoever from the beginning of the world to the day of
      the date of this Mutual Release, arising out of, concerning, that
      certain Warrant and Put Option Agreement originally dated as of November
      30, 2006, by and between Buitoni and the Company, as was amended from
      time to time.  This release shall not be effective unless and until the
      occurrence of the Effective Date.  
    

    
      None of the terms of this Mutual Release may be supplemented, changed,
      modified, amended, terminated except by a writing signed by the party to
      be bound thereby.  This Mutual Release shall be construed in accordance
      with, and governed by, the laws of the State of New York, without regard
      to any conflict of laws rules thereof.  This Mutual Release may be
      executed in counterparts, each of which, shall be deemed an original and
      all of which together shall constitute one and the same agreement.  Each
      of the parties acknowledges that he or it has either consulted with
      independent counsel prior to deciding to execute this release or has
      waived his or its right to do so.  No inference, assumption or
      presumption shall be drawn from the fact that a party hereto or its
      attorney prepared and/or drafted this document.  It shall be
      conclusively be presumed that all parties participated equally in the
      preparation and/or drafting of this document.
    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    
      The parties agree that this Mutual Release shall be held in escrow by
      Herrick, Feinstein LLP, as escrow agent, pursuant to and consistent with
      the terms and conditions set forth in that certain Escrow Agreement
      attached to the Forbearance Agreement, which is also being executed by
      the Company and Buitoni, until the signature pages from all of the
      Holders (as that term is defined in the Forbearance Agreement) have been
      obtained by the Escrow Agent, and that this Mutual Release shall be null
      and void and of no force or effect if the Effective Date does not occur.
    

    
                IN
      WITNESS WHEREOF, Buitoni and the Company have each
      executed or caused this Mutual Release to be duly executed this 27th
      day of January, 2009.
    

    
    	
           
        	
          XENOMICS, INC.
        
	

        	
          
            By:
          

        	
          
             
          

        
	

        	
          
            Name:
          

        	
          
             
          

        
	

        	
          
            Title:
          

        	
          
             
          

        


    

    
      

      


    

    
    	
          STATE OF NEW YORK
        	
          )
        
	

        	
          ) SS.:
        
	
          COUNTY OF NEW YORK
        	
          )
        


    

    
      On the _____ day of January, in the year 2009, before me, the
      undersigned, personally appeared _______________________, personally
      known to me or proved to me on the basis of satisfactory evidence to be
      the individual whose name is subscribed to the within instrument and
      acknowledged to me that he executed the same in his capacity, and that
      by his signature on the instrument, the individual, or the person upon
      behalf of which the individual acted, executed the instrument.
    

    
    	
           
        	
           
        
	

        	
          Notary Public
        
	

        	
           
        
	

        	
           
        
	

        	
           
        
	

        	
          
            Gian Luigi Buitoni
          

        


    

    

    

    
      On the _____ day of January, in the year 2009, before me, the
      undersigned, personally appeared Gian Luigi Buitoni, personally known to
      me or proved to me on the basis of satisfactory evidence to be the
      individual whose name is subscribed to the within instrument and
      acknowledged to me that he executed the same in his capacity, and that
      by his signature on the instrument, the individual, or the person upon
      behalf of which the individual acted, executed the instrument.
    

    
    	
           
        	
           
        
	

        	
          Notary Public
        


    

    
      

      

      


    

    

    

    
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