EX 10.1 FORBEARANCE AGREEMENT DATED JANUARY 16, 2009.
    

    
      FORBEARANCE AGREEMENT
    

    
      THIS FORBEARANCE AGREEMENT (this “Agreement”) is made as of the 16th day
      of January, 2009, by and among XENOMICS, INC., a Florida
      corporation having offices located at One Deer Park Drive, Suite F,
      Monmouth Junction, New Jersey 08852   (the “Company”), and those holders
      of the “Debentures” (as that term is defined below) who have executed
      this Agreement (the “Undersigned Holders”).  All of the holders of the
      Debentures are  referred to herein collectively as the “Holders.”
    

    
      WHEREAS, on or about November 14, 2006, each Holder purchased from the
      Company a 6% Convertible Debenture Note (each a “Debenture,” and all of
      them, collectively, the “Debentures”).  All capitalized terms used in
      this Agreement without definition shall have the meanings ascribed to
      them in the Debenture; and
    

    
      WHEREAS, the Company is in breach of various covenants, representations
      and warranties under the Debentures and the other documents that were
      executed or exchanged in connection therewith (the “Transaction
      Documents”), including without limitation: (i) its failure to pay
      interest when due under the Debentures, (ii) its failure to pay any and
      all late fees due under the Debentures, (iii) its failure to timely file
      the initial Registration Statement as required under the terms and
      conditions of the Registration Rights Agreement, (iv) its failure to
      qualify the Registrable Securities (as that term is defined in the
      Registration Rights Agreement) for quotation in a Trading Market for a
      period of five (5) days’ starting on June 20, 2007, (v) its failure to
      satisfy all amounts due and owing under the Debentures on the Maturity
      Date, and (vi) its acceptance of financing in the principal amount of
      $120,000 from Kira Sheinerman Ph.D. in 2008 that did not qualify as
      “Permitted Indebtedness” under the Debenture and which was intended to
      assist the Company in meeting its operating expenses.  The Company’s
      breaches under the Transaction Documents are referred to herein
      singularly and/or collectively as the “Breaches”; and
    

    
      WHEREAS, as a result of the Breaches, events of default have occurred
      and are continuing under the Transaction Documents.  In addition to any
      other rights that the Holders may have, upon an occurrence of an “Event
      of Default,” as defined under the Debenture, the Company is required to
      redeem the outstanding Debentures for an amount equal to the sum of (i)
      130% of the principal amount, (ii) all accrued and unpaid interest, and
      (iii) Late Fees and the costs of collection (i.e., together the
      “Mandatory Default Amount”).  Furthermore, the failure to file the
      Registration Statement requires the Company to make a monthly payment to
      each Holder in an amount equal to 1.5% of the aggregate purchase price
      paid by said Holder for the Debenture; and
    

    
      WHEREAS, the Company has requested that the Holders waive all of the
      Company’s defaults that have heretofore occurred or that exist as of the
      date hereof under any of the Transaction Documents (the “Existing
      Defaults”); and
    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    
      WHEREAS, the Undersigned Holders are willing to waive the Existing
      Defaults in accordance with  the terms and conditions set forth in this
      Agreement;
    

    
      NOW, THEREFORE, in consideration of the mutual covenants and agreements
      contained herein, and for other good and valuable consideration, the
      receipt and sufficiency of which are hereby acknowledged, the Company
      and each of the Undersigned Holders hereby agree as follows:
    

    
      1.        Ratification of
      Existing Agreements.  Except as otherwise modified herein, upon the
      satisfaction of the conditions set forth in Section 4 hereof, all of the
      Company’s obligations, indebtedness and liabilities to the Undersigned
      Holders, as evidenced by or otherwise arising under the Transaction
      Documents are ratified and confirmed in all respects by the Company,
      subject to the terms of this Agreement.
    

    
      2.        Waiver of Default
      Events.  Subject to the satisfaction of the conditions set forth in
      Section 4 of this Agreement, each of the Undersigned Holders hereby
      agrees to waive each of the Existing Defaults, including but not limited
      to any defaults that would give rise to the right to any payment under
      Section 4(d) of the Debenture, and will forbear from taking any action
      on any of the Existing Defaults which may be continuing from the date
      hereof until the earlier of (a) the occurrence of a new Event of Default
      that is not cured within the applicable grace or cure period, if any or
      (b) the Maturity Date (as revised in Section 3(a)
      hereof).  Notwithstanding the foregoing, and so as to avoid any
      confusion or doubt, the Undersigned Holders are not waiving any new
      Event of Default (as defined in a Transaction Document) that may arise
      from and after the date hereof, including without limitation, any Event
      of Default that may arise in the case of the commencement of any legal
      proceeding against the Company (whether the same relates to
      circumstances that occurred prior to or after the date hereof) under
      Sections 8.a)ii or 8.a)iii of the Debenture, as modified by this
      Agreement.  
    

    
      3.        Amendments to
      Transaction Documents. Notwithstanding any provision to the contrary
      set forth herein, the terms and conditions of the Transaction Documents
      are hereby amended as follows:
    

    
      (a)       The definition of “Maturity Date” in the Debenture is hereby
      amended to December 31, 2010.
    

    
      (b)       From and after the date hereof, and continuing until the first
      to occur of an occurrence of a new Event of Default arising from and
      after the date hereof (that is not cured within an applicable grace or
      cure period, if any) or the Maturity Date (as revised in Section 3(a)
      above), the Company shall pay interest to each Holder, on a quarterly
      basis commencing on April 1, 2009 (and continuing on each July 1,
      October 1 and January 1 thereafter) on the aggregate unconverted and
      then outstanding principal amount of the Debenture at a rate equal to
      11% per annum, by the issuance of non-assessable shares of Common Stock
      at a conversion rate equal to $.50 per share.  The Company and each of
      the Holders hereby agree that all such shares of Common Stock issued
      under this Section 3(b) shall be “Registrable Securities,” as that term
      is defined in the Registration Right Agreement, subject to the terms and
      conditions of the Registration Rights Agreement, as amended by the terms
      of Section 3(c) hereof.
    

    
      
        

        

      

      
        
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      (c)       The definition of the “Filing Date” in the Registration Rights
      Agreement is hereby amended by deleting the date “May 14, 2007” and
      replacing it with the date “December 31, 2010.”
    

    
      (d)       Section 8.a)i. of the Debenture is hereby amended to read in
      its entirety as follows:
    

    
                “i.       any default in the payment of (A) the principal
      amount of any Debenture, or (B) interest (including Late Fees) on, or
      liquidated damages in respect of, any Debenture, as and when the same
      shall become due and payable (whether on a Conversion Date or the
      Maturity Date or by acceleration or otherwise) which default is not
      cured within 5 Trading Days after written notice from the Holder.
    

    
      (e)       Section 8.a)ii. of the Debenture is hereby amended to read in
      its entirety as follows:
    

    
                “ii.      the Company shall materially fail to observe or
      perform any other covenant or agreement contained in this Debenture or
      any other Debenture which failure is (1) not cured, if possible to cure,
      within the earlier to occur of A) 10 Trading Days after notice of such
      default sent by the Holder or by any other Holder, and (B) 15 Trading
      Days after the Company shall become or should have become aware of such
      failure, and (2) said Holder commences a lawsuit against the
      Company as a result of said uncured breach;”
    

    
      (f)       Section 8.a)iii. of the Debenture is hereby amended to read in
      its entirety as follows:
    

    
                “iii.     a default or event of default (subject to any grace
      or cure period provided for in the applicable agreement, document or
      instrument) shall occur under (A) any of the Transaction Documents and
      as a result thereof, a lawsuit is commenced against the Company, or (B)
      any other material agreement, lease, document or instrument to which the
      Company or any Subsidiary is bound and a judgment in an amount not less
      than $100,000 has been entered against the Company as a result thereof;”
    

    
      (g)       Section 8.a)v.(vi) of the Debenture is hereby deleted.
    

    
      (h)       Section 8.a)v.(vii) of the Debenture is hereby deleted.
    

    
      (i)       Section 8.a)vii. of the Debenture is hereby amended by adding
      the phrase “from and after December 31, 2010” to the end thereof.
    

    
      (j)       Section 8.a)xii. of the Debenture is hereby amended to read in
      its entirety as follows:
    

    
                “xii.     any monetary judgment, writ or similar final process
      shall be entered or filed against the Company, any Subsidiary or any of
      their respective property or other assets for more than $100,000, and
      shall remain unvacated, unbonded or unstayed for a period of 45 calendar
      days (or such longer period of time as agreed to by the Majority
      Holders).”
    

    
      
        

        

      

      
        
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      (k)       Section 8 of the Debenture is hereby further amended by adding
      the following new clauses:  
    

    
                “(ix)     the failure by the Company’s shareholders to elect
      the “Debenture Holder Director” or the “Additional Director,” as those
      terms are described in Section 7 of that certain Forbearance Agreement,
      dated as of January 16, 2009, by and among the Company and the Holders
      (the “Forbearance Agreement”), or their respective successors, in
      accordance with the terms and conditions of the Forbearance Agreement,
      or the removal of the Debenture Holder Director or the Additional
      Director without the prior written consent of the “Majority Holders,” as
      defined in the Forbearance Agreement, while any of the Debentures remain
      unpaid or unsatisfied;
    

    
                (x)       the occurrence of any of the following without the
      prior written consent of at least a majority of the Executive Committee
      or Compensation Committee of the Company’s Board of Directors, as the
      case may be, including in any case the affirmative consent of the
      Debenture Holder Director appointed and qualified in accordance with the
      terms of the Forbearance Agreement, who will serve on both of those
      committees:  (1) the issuance of any shares of Common Stock to any
      director, except as permitted under the Forbearance Agreement, (2) the
      issuance of any options to purchase shares of capital stock to any
      employee, consultant, and officer and/or director of the Company, (3)
      the offer of any compensation package to any officer of the Company or
      proposed officer of the Company that would enable said officer to
      purchase in excess of 500,000 shares of capital stock of the Company
      (whether by option grant, warrant or otherwise), provided, however,
      that  shares purchased by any officer in the open market or in
      connection with a capital raise by the Company will be exempt from these
      limitations, or (iv) the appointment or hiring of a chief executive
      officer of the Company;
    

    
                (xi)      the breach by the Company of any of its obligations
      set forth in the Forbearance Agreement; provided, however, if such
      breach is not related to the Company’s failure to pay the Holder amounts
      due under the Transaction Documents as modified by this Forbearance
      Agreement, such breach shall not be deemed an Event of Default unless
      the Company fails to cure said breach within thirty (30) days after its
      receipt of written notice thereof; or”
    

    
      (l)       The definition of the term “Mandatory Default Amount”
      contained in the Debenture is hereby amended to read in its entirety as
      follows:  
    

    
      “The outstanding principal amount owed under this Debenture, plus all
      accrued and unpaid interest and all other amounts, costs, expenses and
      liquidated damages due in respect of this Debenture (but excluding any
      sums that were satisfied pursuant to the terms of the Forbearance
      Agreement).”  
    

    
      
        

        

      

      
        
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      In the event of a conflict between the terms and conditions set forth in
      Section 3 of this Agreement and the terms and conditions set forth in
      any of the Transaction Documents, the terms and conditions of the
      Transaction Documents shall be deemed to be amended so as to be
      consistent with the amendments set forth in this Section 3.  For the
      avoidance of doubt, it is understood and agreed that each of the
      Existing Defaults is being irrevocably waived by the Holders, subject to
      the terms of Section 4 hereof, but the Holders are not waiving any new
      Event of Default (as defined in a Transaction Document) that may arise
      from and after the date hereof, including without limitation, any Event
      of Default that may arise in the case of the commencement of any legal
      proceeding against the Company (whether the same relates to
      circumstances that occurred prior to or after the date hereof) under
      Sections 8.a)ii or 8.a)iii of the Debenture, as modified by this
      Agreement.  
    

    
      4.        Conditions
      Precedent to Holders Obligations.  Notwithstanding anything to the
      contrary set forth herein, the terms and conditions of this Agreement
      shall not be effective, and the Holders shall have no obligation to
      waive the Events of Default under this Agreement, unless and until all
      of the following conditions precedent have been satisfied:
    

    
      (a)       Each and every Holder shall have executed this Agreement on or
      before January 30, 2009, pursuant to which they agree to be bound by the
      terms and conditions set forth herein.  In connection therewith, each
      Holder hereby acknowledges that their respective signature page will be
      held in escrow by Herrick, Feinstein LLP (the “Escrow Agent”) pursuant
      to the escrow agreement attached hereto until the signature pages from
      all of the Holders have been obtained.  The date upon which all of such
      signature pages are obtained by the Escrow Agent is hereinafter referred
      to as the “Effective Date.”  Upon receipt of all signature pages, the
      Escrow Agent shall forward a fully-executed copy of each Agreement to
      each Holder. Notwithstanding the forgoing, in the event that all such
      signature pages have not been received by the Escrow Agent on or before
      January 30, 2009, the Escrow Agent shall destroy or return each
      signature page to the respective Holder that signed the same, and all of
      the terms and conditions of this Forbearance Agreement shall be null and
      void and of no force and/or effect whatsoever.
    

    
      (b)       The Company has issued the “Payment Shares” (defined below) to
      each Holder as described below, which shares of Common Stock are issued
      in full payment of: (i) all accrued and unpaid interest on the
      Debentures (including all interest that has accrued at the 18% default
      rate from June 27, 2007 through the date hereof) and late fees at the
      Interest Conversion Rate set forth in the Debenture, and (ii) for all
      amounts due and owing under Section 2(b) of the Registration Rights
      Agreement for the period from May 1, 2007 through the date hereof. The
      Company and each of the Holders hereby agree that all such shares of
      Common Stock issued under this Section 4(b) shall be “Registrable
      Securities,” as that term is defined in the Registration Right
      Agreement, subject to the terms and conditions of the Registration
      Rights Agreement, as amended by Section 3(c) hereof.  It is agreed and
      understood that the Company shall issue 2.655191 shares of Common Stock
      in return for each dollar owed on account of the items listed in
      subsections (i) and (ii) of this Section 4(b) (such shares, the “Payment
      Shares”), and that the issuance of said Payment Shares to the Holders
      shall be deemed to satisfy the Company’s obligations to make payment to
      the Holders under the Transaction Documents on account of any amounts
      due to the Holders as of the date hereof by virtue of the Existing
      Defaults (whereas the due date for the payment of the principal amounts
      due to the Holders under the Debentures is, pursuant to this Agreement,
      changed to December 31, 2010).  It is further agreed and understood that
      any Common Stock issued pursuant to this Section 4(b) or Section 6(c)
      hereof shall be deemed “Exempt Securities” as defined under the
      Transaction Documents whose issuance shall not trigger any penalty or
      anti-dilution provision contained in the Transaction Documents.  
    

    
      
        

        

      

      
        
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      (c)        The Holders shall have received a true and correct list of
      “Options,” as that term is defined below; and the authorizations, on
      January 9, 2009, to issue additional Options to Mr. John Brancaccio, and
      on October 2, 2008, to issue Additional Options to Dr. Sheinerman and to
      Dr. Picker, shall have been rescinded.
    

    
      5.        Representations and
      Warranties.  
    

    
                    A.    The Company hereby represents and warrants to the
      Undersigned Holders that:
    

    
      (a)       The execution, delivery and performance by the Company of this
      Agreement have been duly authorized by all necessary action on the part
      of the Company and do not contravene (i) the organizational documents of
      the Company, (ii) any applicable law or regulation, or (iii) any other
      material agreement or undertaking by which the Company is bound.
    

    
      (b)       This Agreement is the legal, valid and binding obligation of
      the Company and is enforceable against the Company in accordance with
      its terms.
    

    
      (c)       There is no pending or, to the best of the Company’s
      knowledge, threatened action or proceeding before any court, judicial
      body, administrative agency or arbitrator which could materially
      adversely affect the ability of the Company to perform its obligations
      under this Agreement.
    

    
      (d)       The authorized capital stock of the Company consists of
      100,000,000 shares of common stock, par value $.0001 per share and
      20,000,000 shares of preferred stock, authorized stated value $10.00 per
      share. There are 25,112.396 shares of common stock issued and
      outstanding and there are 95,600 shares of preferred stock issued and
      outstanding.  The Company has only issued the options, warrants,
      purchase rights, subscription rights, exchange rights or other contracts
      or commitments that could require the Company to issue, sell, or
      otherwise cause to become outstanding any of its capital stock
      (together, “Options”) for 17,368,187 shares of capital stock of the
      Company, excluding shares issuable upon conversion of the debentures.  A
      complete list of all Options held by the officers, directors and
      employees of the Company, which contains (i) the holder of each such
      Option, (ii) the date of issuance of each such Option, (iii) the number
      of shares of the Company subject to each such Option, (iv) the exercise
      price of each such Option, and (v) the expiration date of each such
      Option, has been provided to the Holders contemporaneously
      herewith.  Except as disclosed therein, there are no outstanding or
      authorized Options, nor are there  any agreements or plans to issue any
      such Options other than in accordance with the terms and conditions of
      this Agreement.  
    

    
      
        

        

      

      
        
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                    B.    Each Undersigned Holder, hereby represents and
      warrants to the Company, on behalf of itself, himself or herself, that:
    

    
      (a) Power. Each Undersigned Holder has full right, power, authority and
      capacity to enter into this Agreement and to consummate the transactions
      contemplated hereby. Each Undersigned Holder represents that he, her or
      it owns the Debentures and has not transferred any right, title or
      interest (including the right to vote) in and to the Debentures.
    

    
      (b) Authorization; Enforcement.  (a) The Undersigned Holder has the
      requisite power and authority to enter into and perform his, her or its
      obligations under this Agreement, (b) the execution and delivery of this
      Agreement by the Undersigned Holder and the consummation by it of the
      transactions contemplated hereby have been duly authorized by all
      necessary corporate action on the part of the Undersigned Holder, if
      applicable and (c) this Agreement has been duly executed and delivered
      by the Undersigned Holder.  To the knowledge of the Undersigned Holder,
      no other proceedings on the part of the Undersigned Holder are necessary
      to approve and authorize the execution and delivery of this
      Agreement.  This Agreement, when executed and delivered, constitutes a
      valid and binding obligation of the Undersigned Holder, enforceable
      against the Undersigned Holder in accordance with its terms, except as
      such enforceability may be limited by general principles of equity or
      applicable bankruptcy, insolvency, reorganization, moratorium,
      liquidation or similar laws relating to, or affecting generally, the
      enforcement of creditors’ rights and remedies.
    

    
      (c) No Conflicts.  The execution, delivery and performance of this
      Agreement by the Undersigned Holder, and the consummation by the
      Undersigned Holder of the transactions contemplated hereby will not (a)
      result in a violation of the organizational documents of the Undersigned
      Holder, or (b) result in a violation of any statute, law, rule,
      regulation, writ, injunction, order, judgment or decree applicable to
      the Undersigned Holder, or (c) breaches any contractual restrictions of
      the Undersigned Holder or employment covenant.  The Undersigned Holder
      is not required to obtain any consent, authorization or order of, or
      make any filing or registration with, any court or governmental or
      regulatory or self-regulatory agency in order for it to execute, deliver
      or perform any of its obligations under or contemplated by this
      Agreement in accordance with the terms hereof.
    

    
      (d) Each Undersigned Holder reiterates as of the date hereof, his, her
      or its respective representations and warranties as set forth in
      Paragraph 3.2 of the Securities Purchase Agreement, which is one of the
      Transaction Documents. Each Undersigned Holder further acknowledges as
      of the date hereof, that any of the shares of stock in the Company
      issued hereunder to an Undersigned Holder shall be governed by the
      provisions of Paragraph 4.1, et. seq., of the Securities Purchase
      Agreement imposing transfer restrictions and that the shares issued
      pursuant to this Agreement shall be legended in accordance with
      Paragraph 4.1 (b) of the Securities Purchase Agreement.
    

    
      6.        Affirmative
      Covenants.  The Company covenants and agrees with the Debenture
      Holders that, for so long as any of the Debentures remain outstanding:
    

    
      
        

        

      

      
        
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      (a) The Debenture Holder Director and the Additional Director, and their
      respective successors, will be appointed to the Board of Directors in
      accordance with the terms and conditions of Section 7 below.  
    

    
      (b)  Unless otherwise agreed to in writing in advance by the “Majority
      Holders,” as defined in Section 7(a) below, the compensation to be paid
      to each member of the Board of Directors for service from and after the
      Effective Date of this Agreement shall be limited to the “Annual Stipend
      Amount,” as defined below, and all such compensation shall be paid as
      soon as reasonably practicable after the expiration of the “Calculation
      Period.”  For purposes of this Agreement, the “Annual Stipend Amount”
      shall mean a number of shares of Common Stock determined by dividing (i)
      $25,000 by (ii) the average bid/ask price during the thirty (30) day
      period (the “Calculation Period”) from and after the issuance of the
      Company’s annual financial statements for the preceding fiscal year.  
    

    
      (c) Unless otherwise agreed to in writing in advance by the Majority
      Holders, the total number of options for the purchase of shares of
      Common Stock available for issuance to all employees, consultants and
      officers and/or directors of the Company shall be limited to twelve
      million five hundred thousand (12,500,000).  
    

    
      (d)  Except for shares purchased by an officer or director in the open
      market or in connection with a capital raise by the Company, the prior
      written consent of a majority of the Board’s Compensation Committee,
      including that of the Debenture Holder Director, shall be required for
      (i) the grant any options or warrants to any director, officer, employee
      or consultant of the Company and (ii) any compensation package offered
      to any officer or proposed officer of the Company that would enable the
      officer to purchase in excess of five hundred thousand (500,000) shares
      of capital stock (whether by option grant, warrant or otherwise).
    

    
      (e)  Any Options granted in violation of the terms and conditions of
      this Forbearance Agreement shall be void ab initio.  
    

    
      (f)   If the Debenture Holder director is timely designated by the
      Majority Holders in accordance with the terms hereof, the Executive
      Committee of the Board will be reconfigured to include a committee
      comprised of the Debenture Holder Director, Kira Sheinerman, and one
      other director selected by a majority of the Board of Directors.  The
      Executive Committee, in addition to its other roles and
      responsibilities, will be updated on a timely basis and will be involved
      with the search for a new Chief Executive Officer and with any and all
      material negotiations regarding the Company,
    

    
      (g)   The Company will use its best efforts to announce and hold an
      annual meeting of its shareholders during the fourth calendar quarter of
      2009 ( the “Shareholders Meeting”) at which the shareholders shall be
      requested to (i) subject to the provisions of this Agreement, elect the
      individuals to serve on the Board of Directors of the Company until the
      Company’s next annual meeting of shareholders and (ii) consider and act
      upon a proposal to amend the Company’s Articles of Incorporation and
      Bylaws so as to memorialize the obligations of the Company in Section 6
      and Section 7 of this Agreement. In connection with the foregoing, the
      Company hereby covenants and agrees to use its best efforts to cause its
      Articles of Incorporation and the Bylaws to be amended at the
      Shareholders Meeting to accomplish the foregoing and to file any and all
      documents to effectuate the amendment.
    

    
      
        

        

      

      
        
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      7.        Debenture Holder
      Director and Additional Director.  
    

    
      (a)  The Holders holding a majority of all principal amounts remaining
      due and payable by the Company under the Debentures (hereinafter
      referred to as the “Majority Holders”) are hereby granted the right, in
      accordance with the terms hereof, to nominate two (2) people to serve as
      members of the Board of Directors of the Company consistent with the
      terms hereof until such time as all of the Debentures are no longer
      outstanding (whether or not as the result of conversion or payout or
      otherwise).  The Company shall use its best efforts to secure the
      appointment of such nominees to the Board of Directors (including, if
      necessary, by enlarging the number of members constituting the entire
      Board and appointing such persons to fill the vacancies created thereby)
      until the Shareholders Meeting, at which time the Company shall use its
      best efforts to achieve the election of those nominees to the Board of
      Directors, including without limitation, including designating such
      persons as management nominees and soliciting and securing any and all
      requisite proxies for the election of those nominees. The Debenture
      Holder Director and the Additional Director may be nominated by the
      Majority Holders by their providing the Company with a written notice of
      said consent (the “Consent”) of said nominee(s), together with a copy of
      the nominee’s curriculum vitae.  The Majority Holders will have until
      ten (10) days after the Effective Date to nominate the Debenture Holder
      Director and until sixty (60) days after the Effective Date to nominate
      the Additional Director. The nomination of the Debenture Holder Director
      and/or the Additional Director shall be effective upon receipt by the
      Company of the Consent.  The Company shall have seven (7) days from
      receipt of the nominations in which to advise the Majority Holders
      whether the nominee fails to satisfy the criteria set forth in Section
      7(b) or Section 7(c), as the case may be, below.  If the Company fails
      to provide such notice within said seven (7) day period, the nominee
      will be deemed to have satisfied said criteria.  In the event that it is
      determined that the nominee fails to meet the criteria set forth in
      Section 7(b) (with respect to the Debenture Holder Director) or Section
      7(c) (with respect to the Additional Director), the Majority Holders and
      the Company’s Board of Directors shall cooperate, in good faith, to find
      an acceptable candidate to serve in such capacity.  Each of the
      Debenture Holder Director and the Additional Director so chosen and
      accepted shall serve until (i) his or her successor is designated by the
      Majority Holders, or (ii) his or her earlier resignation, death or (as
      determined by the Majority Holders) inability to serve, or (iii) all of
      the Debentures are no longer outstanding, whether due to payment or
      conversion or otherwise.  The Debenture Holder Director or the
      Additional Director may resign from the Board upon ninety (90) days
      advance written notice to the Company, in which case the vacancy shall
      be filled by Majority Holders nominating a new individual to fill the
      vacancy at least thirty days prior to the expected vacancy, provided
      that the new nominee(s) satisfy the requirements for the position of
      Debenture Holder Director or Additional Director set forth herein, as
      the case may be.  In such event, the Majority Holders shall determine
      which of the two (2) directors so nominated shall serve as the Debenture
      Holder Director.  If the Debenture Holder Director or Additional
      Director dies or vacates office without giving at least ninety days
      advance written notice to the Company, the Company shall give the
      Holders written notice thereof, and the Majority Holders shall have
      thirty days from the date such notice is deemed given hereunder in which
      to nominate a successor.
    

    
      
        

        

      

      
        
          9
        

        
          


        

      

      
        

        

      

    

    
      (b) The Debenture Holder Director (and any successor) must have earned a
      M.D. or a Ph.D. from an accredited or well-established university and
      have a background in biotechnology, and have served on the Board of
      Directors of a public company.  In addition to the other authority
      granted to the Debenture Holder Director herein, the Debenture Holder
      Director shall be appointed to serve as the Secretary of the Company and
      shall serve on the Executive Committee of the Board of Directors.
    

    
      (c)  The Additional Director (and any successor) will be selected
      consistent with the foregoing, and will be expected to have a science
      background (e.g., a Ph.D. or M.D. or similar degree from an accredited
      or well-established university), and will have experience either in the
      commercial world of medical diagnostic testing or expertise in strategic
      mergers and acquisitions.
    

    
       (d)  It is agreed that, in addition to the foregoing, in order to
      qualify to serve as the Debenture Holder Director, the Additional
      Director, or any successor of either, the individual proposed by the
      Majority Holders must:
    

    
      1.        not be an officer, director, manager, owner, trustee, or serve
      in a managerial capacity, whether as an executive, independent
      contractor, consultant or advisor, of any business organization that
      manufactures, licenses or sells any products or services that directly
      compete with the products or services offered or developed by the
      Company;
    

    
      2.        not have engaged in any willful misrepresentation, fraud, or
      illegal conduct with respect to the business or affairs of any business
      organization that he or she has been associated with in any capacity
      which materially and adversely affects, or can reasonably be expected so
      to affect, the operations, prospects or reputation of the Company;
    

    
      3.           not
      have been subject to any conviction of or plea of nolo contendere
      to a felony or other crime involving moral turpitude, and must not been
      convicted in a criminal proceeding or be a named subject of a pending
      criminal proceeding (excluding traffic violations and other minor
      offenses);
    

    
      4.        not have been subject to a petition under the federal
      bankruptcy laws or any state insolvency law;
    

    
      5.        not have been found by a court of competent jurisdiction in a
      civil action or by the Securities Exchange Commission to have violated
      any Federal or State securities law, and the judgment in such civil
      action or finding by the Commission has not been subsequently reversed,
      suspended, or vacated;
    

    
      
        

        

      

      
        
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      6.        not have been found by a court of competent jurisdiction in a
      civil action or by the Commodity Futures Trading Commission to have
      violated any Federal commodities law, and the judgment in such civil
      action or finding by the Commodity Futures Trading Commission has not
      been subsequently reversed, suspended or vacated;
    

    
      7.        not have been the subject of any order, judgment or decree of
      any court or governmental agency permanently or temporarily enjoining
      him or her from engaging in any type of business practice.
    

    
      8.        not have been disciplined by any by any self-regulating
      organization; and
    

    
      9.        agree, before assuming office,  that while serving as
      Debenture Holder Director or Additional Director, he or she will at all
      times act in conformance with, and will not violate, the fiduciary
      duties owed by a director of the Company to its shareholders and to the
      Company under applicable law.
    

    
      The Company hereby acknowledges and agrees that the failure of any
      nominee of the Majority Holders who is timely designated and who
      satisfies the conditions and qualifications set forth herein to be
      appointed and elected to the Board of Directors in accordance with the
      terms hereof shall constitute a material breach of this Agreement and an
      Event of Default under the Debentures.   
    

    
      (e)       Notwithstanding anything to the contrary contained herein, if
      a Debenture Holder Director (or his successor) is not timely nominated
      by the Majority Holders in accordance with the terms hereof, then the
      Company shall not be deemed to be in default hereunder or under the
      Debentures for taking action without the consent of the Debenture Holder
      Director.
    

    
      (f)       Directors’ Indemnification; Insurance.
    

    
      (i)  To the extent commercially available at a cost reasonably
      consistent with past costs, the Company shall at all times maintain
      directors’ and officers’ liability insurance comparable in terms and
      coverage to that maintained on the date hereof for existing directors of
      the Company, and the Debenture Holder Director and Additional Director
      shall be covered under such insurance.
    

    
      (ii) The Company shall at all times, to the fullest extent permitted by
      applicable law, provide for indemnification of, advancement of expenses
      to, and limitation of the personal liability of, the members of the
      Board of Directors of the Company. The same may not be amended, repealed
      or otherwise modified in any manner adverse to any member of the Board
      until at least six years following the date, in each case, that the
      Debenture Holder Director or the Additional Director is no longer a
      member of the Board of Directors of the Company.
    

    
      (iii) The Debenture Holder Director and the Additional Director who
      actually join the Board of Directors of the Company in accordance with
      the terms hereof, and are each intended to be a third-party beneficiary
      of the obligations of the Company pursuant to this Section 7(e) and the
      obligations of the Company pursuant to this Section 7(e) shall be
      enforceable by the Debenture Holder Director and the Additional Director.
    

    
      
        

        

      

      
        
          11
        

        
          


        

      

      
        

        

      

    

    
      (f)  It is agreed and understood that monetary damages would not
      adequately compensate the Holders for the breaches of the provisions of
      Sections 6 or 7 of this Agreement by the Company, that this Agreement
      shall be specifically enforceable, and that any breach or threatened
      breach of this Agreement by the Company shall be the proper subject of a
      temporary or permanent injunction or restraining order. Further, the
      Company waives any claim or defense that there is an adequate remedy at
      law for such breach or threatened breach.
    

    
      8.        No Waiver.  Except
      as otherwise provided for in this Agreement, nothing herein shall affect
      in any way the Company’s obligations or any of the rights or remedies of
      the Holders arising under the Transaction Documents, and the Holders
      shall not be deemed to have waived any of such rights or remedies with
      respect to any event of default that has not already occurred or an
      event or condition which hereafter, with notice or the lapse of time
      from and after execution of this Agreement, or both, would become an
      Event of Default under the Transaction Documents.
    

    
      9.        Release of Holders.  In
      consideration of the Holder’s acceptance of the terms of this Agreement,
      and provided that each Holder executes and delivers this Agreement to
      the Escrow Agent on or before January 30, 2009 or any extension of such
      Effective Date as signed by all of the Holders who have executed this
      Agreement, and if the conditions to effectiveness of each Holder’s
      waiver and forbearance set forth in Section 4 hereof are fully
      satisfied, then:
    

    
      (a)     The Company, for itself and its parents, subsidiaries,
      affiliates, predecessors,  successors and assigns (collectively,
      “Company Affiliates”), will be deemed to have jointly and severally,
      released and forever discharged the Undersigned Holders and each of
      their heirs and representatives (collectively, “Debenture Holder
      Affiliates”), from any and all actions, cause and causes of action,
      suits, debts, controversies, damages, judgments, executions, claims and
      demands whatsoever, asserted or unasserted, in law or in equity which
      the Company or any Company Affiliate ever had or now has against any
      Debenture Holders or any Debenture Holder Affiliate upon or by reason of
      any matter, cause, or thing relating to the exercise of any of their
      respective rights under the Transaction Documents or under this
      Agreement; and
    

    
      (b)     Each of the Undersigned Holders, for itself and its parents,
      subsidiaries, affiliates, predecessors, heirs, successors and assigns
      (collectively, “Releasing Holder Affiliates”), will be deemed to have
      jointly and severally, released and forever discharged the other Holders
      and each of their agents, heirs, executors, administrators, and
      representatives (collectively, “Debenture Holder Affiliates”), from any
      and all actions, cause and causes of action, suits, debts,
      controversies, damages, judgments, executions, claims and demands
      whatsoever, asserted or unasserted, known or unknown, in law or in
      equity, which the Undersigned Holders, or any of them, or any Releasing
      Holder Affiliate, ever had or now has against any other Debenture
      Holders or any Debenture Holder Affiliate upon or by reason of any
      matter, cause, act or thing relating to the exercise of any of their
      respective rights under the Transaction Documents or under this
      Agreement or relating to any act or omission by the Debenture Holder
      while acting as an officer, director, agent or representative of the
      Company.  Each Holder that is not a signatory to this Agreement, and
      each Debenture Holder Affiliate, is intended to be a third-party
      beneficiary of the obligations of the Undersigned Holder pursuant to
      this Section 9(b) and the obligations of the Undersigned Holder pursuant
      to this Section 9(b) shall be enforceable by each such Holder and such
      Debenture Holder Affiliates.
    

    
      
        

        

      

      
        
          12
        

        
          


        

      

      
        

        

      

    

    
      10.       Limitation and
      Conditions on Reimbursement For Attorneys Fees.  The Company has
      agreed, if this Agreement is executed by all of the Holders, to
      reimburse the Holders for attorneys fees, costs and expenses reasonably
      incurred in connection with the review of this Forbearance Agreement;
      provided, however, that the amount of attorneys fees, costs and expenses
      payable by the Company to any Holder shall be limited to (a) a cash
      amount equal to the product of (i) $50,000  (the "Cash Reimbursement"),
      and (ii) a fraction, the numerator of which is equal to the   principal
      amount due and owing such Holder under his, her or its   Debenture(s),
      and the denominator of which is equal to $2,170,500, (said
      fraction hereinafter referred to as the "Holders Pro Rata Portion"), and
      (b) a number of  shares of Common Stock  (par value $.0001 per
      share) equal to the product of (I) 200,000, and (ii) the Holder's Pro
      Rata Portion.  Any request for such reimbursement must be delivered to
      the Company in writing, together with  documentation supporting the
      request, so that it is actually received on or before January 30. 2009. 
      If a Holder fails to deliver such a request to the Company on or before
      January 30, 2009, then that Holder will be deemed to have waived any
      right or claim to reimbursement  for any attorneys' fees, costs or
      expenses  under this Agreement, Paragraph 4.10 of the Securities
      Purchase Agreement or otherwise.  In connection with the foregoing, the
      Company will ensure delivery  to the Holders of (i) the shares of Common
      Stock within ten days after this Agreement is released from escrow, and
      (ii) one-half of the Cash Reimbursement within three business days of
      the Effective Date, and the other half of the Cash Reimbursement within
      fifteen business days of the Effective Date.  The Parties agree that
      fifty-percent of the Cash Reimbursement shall be paid to the law firm of
      Harris Beach ("Harris"), as counsel for the Majority
      Holders.  Accordingly, for the avoidance of doubt, $12,500 will be
      payable to Harris  within three business days after the Effective Date,
      and $12,500 payable will be payable to Harris within fifteen business
      days after the Effective Date.  The failure of the Company to make such
      payments to Harris would constitute a default by the Company of its
      obligations under this Agreement.         
    

    
      11.       Assignment.  The
      Company may not assign any of its obligations hereunder or under any
      related agreement to any person without the prior written consent of the
      Undersigned Holder.  
    

    
      12.       Voluntary Agreement.  Each
      of the undersigned represents and warrants that it is represented by
      legal counsel of its choice, is fully aware of the terms contained in
      this Agreement and has, voluntarily and without coercion or duress of
      any kind, entered into this Agreement.
    

    
      
        

        

      

      
        
          13
        

        
          


        

      

      
        

        

      

    

    
      13.       Notices.  Any
      notice, payment, demand, instruction or communication required or
      permitted to be given by any provision of this Agreement (each,
      hereinafter, a “Communication”) must refer to this Agreement and will be
      deemed to have been given when delivered personally to the party
      designated to receive such notice or on the third business day after the
      same is sent by certified mail, postage and charges prepaid, or on the
      first business day after same is sent by a nationally recognized
      overnight courier service. In each instance, in order to be delivered to
      the Company, a Communication directed to the Company must be addressed
      to Xenomics, Inc., One Deer Park Drive, Suite F, Monmouth Junction, New
      Jersey 08852, Attn: Controller, with a copy to Kira Sheinerman, Ph.D.,
      c/o Rodman & Renshaw LLC, 1251 Avenue of the Americas, 20th
      Floor, New York, NY 10020.  Any Communication to a Holder hereunder must
      be directed to the last known address the Company has for such Holder or
      to such other address as such Holder may designate by written notice to
      the Company.
    

    
      14.       Entire Agreement;
      Binding Affect.  This Agreement, together with the Transaction
      Documents and the escrow agreement attached hereto, constitute the
      entire and final agreement between the parties, and supersedes and
      replaces and prior or contemporaneous agreement, whether oral or
      written, between the parties. This Agreement will inure to the benefit
      and bind the respective heirs, administrators, executors,
      representatives, successors and permitted assigns of the parties hereto.
    

    
      15.       Severability.  If
      any clause or provision of this Agreement is determined to be illegal,
      invalid or unenforceable under any present or future law by the final
      judgment of a court of competent jurisdiction, the remainder of this
      Agreement will not be affected thereby.  It is the intention of the
      parties that if any such provision is held to be invalid, illegal or
      unenforceable, there will be added in lieu thereof a provision as
      similar in effect to such provision as is possible and that such added
      provision will be legal, valid and enforceable.
    

    
      16.       Headings.  All
      headings contained in this Agreement are for reference purposes only and
      are not intended to affect in any way the meaning or interpretation of
      this Agreement.
    

    
      17.       Governing Law; Venue.  This
      Agreement shall be construed and interpreted in all respects in
      accordance with the laws of the State of New York, without giving effect
      to the conflict of law provisions thereof.  Each of the undersigned
      specifically and irrevocably consents to the exclusive jurisdiction and
      venue of the Federal and state courts located within New York County,
      New York with respect to all matters concerning this Agreement and the
      Transaction Documents and, to the fullest extent permitted by law,
      waives any claim that such venue constitutes and inconvenient forum for
      such action.
    

    
      18.       Counterparts.  This
      Agreement may be executed in counterparts, each of which will be deemed
      an original document, but all of which will constitute a single
      document, and it shall not be necessary in making proof of this
      Agreement to present or account for more than one such fully executed
      counterpart.  For all purposes, a facsimile copy of any party’s
      signature on this Agreement shall be deemed to be an original.
    

    
      19.       Amendment.  Neither
      this Agreement nor any of the provisions hereof can be changed,
      modified, amended, waived, discharged or terminated, except by an
      instrument in writing signed by the party against whom enforcement of
      the change, modification, amendment, waiver, discharge or termination is
      sought; provided, however, that any change, amendment or modification
      that has an adverse effect on any other Holder shall not be effective
      until said change, amendment or modification has been signed by said
      Holder.
    

    
      
        

        

      

      
        
          14
        

        
          


        

      

      
        

        

      

    

    
      IN WITNESS WHEREOF, the parties hereto have caused this Agreement
      to be duly executed as of the day and year first above written.
    

    
    	
           
        	
          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
        


    

    
      

      

      

      

      [Debenture Holder Signature Pages to Follow]
    

    
      
        

        

      

      
        
          15
        

        
          


        

      

      
        

        

      

    

    
      SIGNATURE PAGE TO FORBEARANCE AGREEMENT
DATED AS OF JANUARY
      16, 2009 FOR DEBENTURE HOLDERS
    

    
      


    

    
    	
           
        	
           
        


    

    
      

      


    

    
    	
          STATE OF _____________
        	
          )
        
	

        	
          ) SS.:
        
	
          COUNTY OF ___________
        	
          )
        


    

    
      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