Ex 10.5



Exhibit 10.5  Agreement with DNAPrint genomics



This Contract Genotyping Agreement (this "Agreement") is made and entered into
as of January 15, 2002 (the "Effective Date") by and between DNAPrint genomics,
a Utah corporation, (hereinafter "DNAPRINT") and GenoMed LLC, a Delaware
corporation (hereinafter "GENOMED").

Recitals

DNAPRINT is the owner of certain genotyping equipment (a SNPstream 25K platform,
Beckman multimek and ancillary front end and back end equipment), and desires
to provide identified genotyping services for GENOMED.

GENOMED is the owner of certain genotyping equipment (the UHT platform). GENOMED
is also the owner of certain DNA samples and related medical information
collected from patients with various diseases, and of certain rights therein.
GENOMED is in the business of disease research and product development, and
desires to contract the genotyping portion of the research with DNAPRINT.
GENOMED wishes to increase the genotyping throughput of DNAPRINTs laboratory so
that DNAPRINT can perform this work in a timely manner.

NOW, THEREFORE, in consideration of these premises, as well as the obligations
herein made and undertaken, the parties hereto do hereby agree as follows:

1.   EQUIPMENT
     1.1. Placement. Subject to the terms and conditions of this Agreement,
          GENOMED will purchase from Orchid Biosciences (hereafter referred to
          as "ORCHID") and place at DNAPRINT a UHT genotyping platform system.
          On behalf of GENOMED, ORCHID will install and train DNAPRINT workers
          on the use of this equipment.  In addition to this, GENOMED will
          purchase and place at DNAPRINT one or more thermal cyclers such that
          the number of amplifications that can be processed at once is at least
          1,536. In addition, GENOMED will purchase and place one automated
          liquid handling system if determined by both parties that this item is
          necessary for DNAPRINT to execute under the terms of this Agreement.
          DNAPRINT will operate all equipment autonomously and the placed
          equipment shall remain at DNAPRINT for the duration of the agreement.
     1.2. Maintenance. DNAPRINT will assume financial responsibility for
          maintenance of the SNPstream 25K system. GENOMED will assume financial
          responsibility for maintenance of the UHT plate reader, UHT twister
          arm and, if placed, thermal.
     1.3. Operation. Only DNAPRINT employees or individuals approved by DNAPRINT
          may operate the equipment.
     1.4. Insurance. DNAPRINT is responsible for insuring the equipment against
          theft or destruction.

2.   SERVICES
     2.1. Provision. DNAPRINT will provide GENOMED with at least 3 Million
          genotypes during the first year of this agreement. GENOMED will
          provide DNAPRINT with DNA specimens for genotyping. DNAPRINT will
          provide all necessary consumables, labor and non-UHT equipment for
          determining and transferring these genotypes.
     2.2. Payment. Subject to the terms and conditions of this agreement, and
          within 30 days from DNAPRINTs request, but no more frequently than
          once per month, GENOMED will pay DNAPRINT a sum equal to 40 cents per
          determined and transferred genotype.  In addition to this, if GENOMED
          realizes a net profit that exceeds $10,000,000 USD which was directly
          or indirectly enabled by compositions of matter produced under the
          terms of this Agreement, then GENOMED will provide DNAPRINT with a
          royalty of 5% on these realized net profits.
     2.3. Transfer. DNAPRINT will physically or electronically transfer
          genotyping data to GENOMED in a manner agreed upon by both parties.

3.   SERVICES FOR THIRD PARTIES.
     3.1  Services. DNAPRINT may perform commercial genotyping operations for
          third parties, using GENOMED equipment, only with GENOMED approval.
          For third party contracts, DNAPRINT will provide all overhead,
          management and labor, and DNAPRINT and GENOMED will share total net
          profits at a ratio of 3:1 to reflect their capital and physical
          contribution to such contracts.

4.   CONTINUATION, TERM and TERMINATION.
     4.1  Services. The minimum term of the agreement is 2 years. After this
          minimum term, the Agreement shall continue indefinitely, but may be
          terminated by either party upon a material breach by the other,
          provided, however, that the breaching party has been given thirty (30)
          days to cure such breach. Sections 2.2 (Payment), 3.2 (Termination), 4
          (Restrictions on Use), 5 (Limited Warranty), 6 (Mediation and
          Arbitration), 7.5 (Assignment), 7.6 (Governing Law), and 7.7
          (Severability) shall survive expiration or early termination of this
          Agreement.
     4.2  Termination. Upon discontinuation of the agreement, GENOMED will
          satisfy any and all outstanding debts to DNAPRINT and DNAPRINT will
          return GENOMEDs equipment to GENOMED.

5.   RESTRICTIONS ON USE
     5.1  DNAPRINT and GENOMED may sign subsequent to this Agreement, DNAPRINT
          agrees and understands that the genotyping data is the property of
          GENOMED, and that it acquires no rights therein and that it can use
          GENOMEDs Samples, including any Documentation, only for legitimate
          scientific research as directed by GENOMED, and for no other purpose
          whatsoever. DNAPRINT may not resell the Samples, or any portion
          thereof, for any reason.
     5.1  Privacy. Genotyping data is the property of GENOMED, and DNAPRINT may
          not sell, loan, disclose or present GENOMEDs data in any manner
          whatsoever, unless requested by or agreed to by GENOMED.
     5.2  Equipment. During the term of this Agreement, DNAPRINT is permitted to
          use GENOMED equipment for its own internal research and development.
          DNAPRINT is permitted to use GENOMED equipment for other contract
          genotyping customers only with GENOMED prior approval, and under the
          terms of this agreement.

6.  Limited Warranty; Limitation of Liability
     6.1  Limited Warranty. DNAPRINT represents and warrants to GENOMED that
          DNAPRINT has the authority and licenses necessary to use its equipment
          for the purpose of contract genotyping. DNAPRINT also warrants the
          quality of the genotyping data delivered to GENOMED. GENOMEDs sole and
          exclusive remedy for DNAPRINTs  breach of this limited warranty shall
          be a refund of the Payment. DNAPRINT disclaims all other warranties,
          express or implied, with regard to the data, including all implied
          warranties of merchantability, fitness for a particular purpose, title,
          and non-infringement.
     6.2  Limitation on Liability. Neither party shall be liable to the other
          for any indirect, consequential, special or incidental damages
          (including damages for loss of business profits, business
          interruption, loss of business information, and the like) arising out
          of this Agreement even if such party has been advised  of the
          possibility of such damages.

7.  Mediation and Arbitration
     7.1  Mediation and arbitration approach. The parties agree to select a
          mutually agreeable, neutral third party to help them mediate any
          dispute that arises under the terms of this Agreement. Costs and fees
          associated with the mediation will be shared equally by the parties.
     7.2  Arbitration. If the mediation is unsuccessful, the parties agree that
          the dispute will be decided by binding arbitration under the rules of
          the American Arbitration Association. The decision of the arbitrators
          will be final and binding on the parties and may be entered and
          enforced in any court of competent jurisdiction by either party. The
          prevailing party in the arbitration proceedings will be awarded
          reasonable attorney fees, expert witness costs and expenses, and all
          other reasonable costs and expenses incurred in connection with the
          proceedings, unless the arbitrators for good cause determine
          otherwise.

8.  General
     8.1  Notices. Any  notice required or permitted hereunder must be in
          writing, and will be effective on the date of delivery when delivered
          personally, the next business day after dispatch when sent by Federal
          Express or other recognized overnight courier service, or the fifth
          business day after dispatch when sent by certified mail, postage
          prepaid, return receipt requested. Notices should be addressed to the
          other party at the address shown below or at such other address as a
          party may designate by ten days' advance written notice to the other
          party:

          DNAPRINT GENOMICS, INC.                    GENOMED INC.
          900 Cocoanut, Ave.                         4560 Clayton Ave.
          Sarasota, FL 34236                         St. Louis, MO 63110

     8.2  Entire Agreement; Modifications. This Agreement constitutes the entire
          agreement of the parties with respect to the subject matter hereof and
          supersedes all prior representations, proposals, discussions, and
          communications, whether oral or in writing. This Agreement may be
          modified or amended only by a writing executed by a duly authorized
          representative of each party.
     8.3  Force Majeure. Neither party will be liable to the other for any
          failure or delay caused by events beyond such party's control,
          including, without limitation, sabotage, terrorism, riots,
          insurrections, fires, flood, storm, explosions, war or earthquakes.
          However, if such events have a material impact on the satisfaction of
          this Agreement, and shall continue for thirty (30) days or more, the
          other party shall have the option of terminating this Agreement by
          giving written notice of termination.
     8.4  Change in Law; Change in Circumstances. No party shall make or receive
          any payment or take any action under this Agreement if any judicial
          decision, legislative action, or regulatory or other administrative
          interpretation, whether federal or state, would render illegal the
          conduct of either party under this Agreement. If performance by either
          party of any term of this Agreement should be deemed illegal by any
          party or third party who is essential to performance of this Agreement
          for any such reason, either party shall have the right to require that
          the other party renegotiate the terms of this Agreement.
     8.5  Assignment. This Agreement will be binding upon and inure to the
          benefit of the parties hereto, their successors and permitted assigns.
          Either party may assign this Agreement in its entirety to a successor
          corporation upon notice to the other party in the event of a merger or
          an acquisition of all or substantially all of the assets of the
          assigning party. This agreement between DNAPRINT and GENOMED will
          survive and insure to the benefit of the other party through any and
          all mergers, acquisitions, or change in ownership.
     8.6  Governing Law. All questions concerning the validity, operation,
          interpretation, and construction of this Agreement will be governed by
          and determined in accordance with the laws of the State of California,
          without regard to its conflict of laws provisions. Application of the
          United Nations Convention on Contracts for the International Sale of
          Goods is specifically excluded.
     8.7  Severability. If a court of competent jurisdiction determines that any
          provision of this Agreement is invalid, illegal, or otherwise
          unenforceable, such provision shall be replaced with a valid,
          enforceable provision as nearly as possible in accordance with the
          stated intention of the parties, while the remainder of this Agreement
          shall remain in full force and effect. To the extent any provision
          cannot be enforced in accordance with the stated intentions of the
          parties, such provision shall be deemed  not to be a part of this
          Agreement.
     8.8  Counterparts. This agreement may be executed in any number of
          counterparts, all of which together will constitute one and the same
          instrument.

IN WITNESS THEREOF, the parties have caused this Agreement to be executed by
their respective duly authorized representatives as set forth below:

DNAPRINT GENOMICS                              GENOMED
By:/s/ Tony Frudakis  1/16/02                  By:/s/ Jerry E. White  01/22/02
Tony Frudakis, P.D.                            Jerry E. White
CEO                                            President and CEO