CONSULTING AGREEMENT


      CONSULTING AGREEMENT dated as of November 7, 2005, by and between
bioMETRX, Inc. ("Parent"), a Delaware corporation, SmartTOUCH Medical, Inc., a
Delaware corporation ("Subsidiary"), both with offices at 933 South Service
Road, Suite 111, Jericho, New York 11753 and Wendy Borow-Johnson ("Consultant")
with a mailing address of ______________________________________________.

                              W I T N E S S E T H:

      WHEREAS, Subsidiary is a wholly owned subsidiary of Parent.

      WHEREAS, Subsidiary and Parent on the one hand and Consultant wish to
enter into an agreement wherein Subsidiary desires to retain Consultant and
Consultant desires to act as a Consultant to Subsidiary, subject to and upon the
terms and conditions set forth herein.

      NOW, THEREFORE, in consideration of the foregoing and the mutual covenants
and agreements set forth herein, the parties hereto agree as follows:

1. Consultancy. Subsidiary hereby retains Consultant and Consultant hereby
   agrees to act as a Consultant to Subsidiary. Consultant shall perform such
   services for Subsidiary as agreed with the Board of Directors of Parent and
   Subsidiary from time to time (the "Consulting Services") including, but not
   limited to, the services specified in Appendix A to this agreement. The
   Consultant shall exercise its own reasonable judgment and employ such means
   as it, in good faith, determines are reasonable in performing the Consulting
   Services, and Subsidiary and Parent will not exercise any control over the
   methods or means employed by the Consultant in performing the Consulting
   Services. The Consulting Services shall be performed at such times and at
   such locations as Consultant shall determine.

2. Independent Contract or Status. It is understood and agreed that in the
   performance of the Consulting Services by the Consultant hereunder, it is
   acting as an independent contractor and not in any way as an employee or
   agent of Subsidiary or Parent. The Consultant will determine the hours of
   work necessary to complete its services to the Subsidiary and is not required
   to work any specified number of hours in any week. Any time off, including
   weekends and vacation, will be solely and entirely at the discretion of the
   Consultant. The Consultant may be required upon request of the Board to
   submit to Subsidiary written or oral reports regarding its activities.
   Consultant is not an employee of the Parent or Subsidiary for purposes of
   worker's compensation, unemployment insurance, medical; disability and group
   life insurance and the Consultant is not eligible to participate in any
   welfare, pension, profit sharing or fringe benefit plan or arrangement of
   Parent or Subsidiary.
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3. Consulting Fees. During the Term, as full compensation for the Consulting
   Services, Subsidiary and Parent shall pay to the Consultant a consulting fee
   as described in Appendix A to this document. In addition to the Base Fee, the
   Consultant shall be paid such additional compensation as shall be determined
   from time to time by the Board of Directors of Parent and approved by the
   Board of Directors of Parent as provided for in Appendix A. It is understood
   that Parent will not withhold any income taxes, unemployment taxes or other
   taxes and that the Consultant is solely responsible for paying and reporting
   all taxes, including income taxes and estimates thereof for itself and all
   employees, agents or contractors. Parent will report to the appropriate tax
   authorities the amounts paid to the Consultant and, even though the
   Consultant is an independent contractor, if Parent is required by law, or is
   advised by its accountants or attorneys that it is required by law to deduct
   for withholding, or other taxes, it shall be free to do so, which taxes if
   not previously deducted shall be reclaimable from the Consultant.

4. Expenses. In addition to the consulting fees provided for in Section 3 above,
   Subsidiary shall reimburse the Consultant for reasonable costs and expenses
   incurred by the Consultant in performing the Consulting Services, subject to
   review by the Board of Directors of Subsidiary and Parent or a senior officer
   of Parent designated by the Board of Directors of Parent.

5. Use of Parent's or Subsidiary's Facilities. The Consultant is not required to
   use the office facilities of Parent or Subsidiary in performing the
   Consulting Services hereunder.

6. Term. The term of this Agreement shall commence as of ____________, 2005 and
   shall continue for a period of two (2) years (the "Term").

7. Termination.

7.1         The Parent/Subsidiary or Consultant may terminate this Agreement in
            the event the other party fails to perform in accordance with the
            provisions of this Agreement.
7.2         The Parent/Subsidiary may terminate this Agreement, at any time,
            upon thirty (30) days written notice, to Consultant for any reason
            whatsoever.
7.3         Upon termination Consultant shall cease all provision of services
            and no invoice shall be made for services performed after notice of
            suspension or termination. Upon termination, during the first year,
            for any reason the Consultant, shall only receive such compensation
            that has been paid and or issued to Consultant as of the date of
            termination.
7.4         Termination of this Agreement or a portion of any services hereunder
            except for breach of this agreement by Consultant shall not
            prejudice or affect the rights or remedies of either
            Parent/Subsidiary or Consultant against the other in respect of any
            breach of the Agreement which occurred before the effective date of
            termination and shall not prejudice the rights and remedies of
            Consultant in respect of any sum or sums of money owed or owing from
            Parent/Subsidiary.


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8. Disclaimers and Limitations of Liability. It is expressly understood and
   agreed that Parent/Subsidiary shall NOT be responsible nor liable for any
   loss, damage, penalty, or the like, financial or otherwise, caused by:

      (i)   failure by any Consultant, advisor, contractor, supplier, or any
            other persons, individuals or firms NOT employed by
            Parent/Subsidiary to discharge its contractual obligations; or

      (ii)  any delay, modification, or suspension of the time schedule for
            performing the services hereunder whether agreed or not agreed with
            Consultant, which is NOT the responsibility of Parent/Subsidiary,
            its agents, or Consultants; or

      (iii) any negligent work carried out by the Consultant or by any third
            party other than Parent/Subsidiary, its agents, or sub-Consultants,
            or employees; or

      (iv)  the failure of any person NOT employed or contracted with by
            Parent/Subsidiary to discharge any legal duty or obligation
            whatsoever.

9. Confidentiality. The Consultant hereby agrees that during and after the term
   of this Agreement, neither it nor any others retained by the Consultant to
   perform some or all of the services to be performed hereunder, will divulge
   any confidential or proprietary information belonging to Parent/Subsidiary or
   any company associated with Parent/Subsidiary or to any customer of
   Parent/Subsidiary and neither the Consultant nor any other person retained by
   the Consultant will make available to others any Parent/Subsidiary or account
   list, price list, business plan, trade secret, document, file, paper or data
   of any kind, in whatever form embodied, concerning the business or financial
   affairs of Parent/Subsidiary, its associated companies, or its customers or
   remove any of the foregoing from the premises of Parent/Subsidiary.

10. Assignment. Except as otherwise provided herein, the Consultant may not
   assign this Agreement or delegate any of its obligations hereunder, without
   the prior written consent of Subsidiary and Subsidiary may not assign this
   Agreement, or delegate any of its obligations hereunder, without the prior
   written consent of the Consultant. Any assignment or delegation in violation
   of the provisions hereof shall be void and of no effect.

11. Entire Agreement; Modification; Binding Effect. This Agreement constitutes
   the entire agreement between the Consultant and Parent/Subsidiary and
   supersedes all prior understandings and agreements concerning the subject
   matter hereof. This Agreement (including this provision against oral
   modification) may not be changed or terminated, and no provision hereof may
   be waived orally. No modification, waiver or termination hereof shall be
   binding upon either party unless in writing and signed by or on behalf of the
   party against which the modification, waiver or termination is asserted. This
   Agreement shall be binding upon and shall enure to the benefit of the
   Consultant and Parent/Subsidiary, their successors and permitted assigns.


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12. Notices. Any notice or other communication required or permitted hereunder
   shall be sufficiently given if delivered personally, or, if sent by
   registered or certified mail, postage pre-paid, return receipt requested,
   addressed to the party intended to receive such notice at the address set
   forth above, or such other address as such party may indicate in the manner
   provided for notices herein. Any notice or communication shall be deemed to
   have been given upon the date personally delivered or, if mailed, the earlier
   of the date it is received and three (3) days after the date so mailed.

13. Governing Law. This Agreement shall be governed by, and construed in
   accordance with, the laws of the State of New York.

      IN WITNESS WHEREOF, the parties have signed this Agreement as of the date
above written.

                              BIOMETRX, INC.
                              (Parent)


                               By:  /s/ Mark Basile
                                  ----------------------------------
                                     Name:      Mark Basile
                                     Position:     C.E.O.


                            SMARTTOUCH MEDICAL, INC.
                              (Subsidiary)


                               By:  /s/ Mark Basile
                                  ----------------------------------
                                     Name:      Mark Basile
                                     Position:     C.E.O.


                              CONSULTANT:



                                By:  /s/ Wendy Borow-Johnson
                                   ----------------------------------
                                     Wendy Borow-Johnson


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                                   APPENDIX A

App.        1 : Consulting Fees: The Parent shall issue to Consultant upon the
            execution of this Agreement Two Hundred and Fifty Thousand (250,000)
            shares of the Parent's common stock. Upon the one (1) year
            anniversary of this Consulting Agreement, the Parent shall issue to
            Consultant and additional Two Hundred Fifty Thousand (250,000)
            shares of its common stock.

App.        2 : In addition to the issuance of shares described above, the
            Consultant shall be paid such additional compensation as shall be
            determined from time to time by the Board of Directors of Parent.

App.        3 : The Consultant shall provide services to Subsidiary which shall
            include, but not be restricted to, those functions commonly
            associated with the role of President.

App.        4 : Stock Option: In the event the Parent spins off the subsidiary,
            the Consultant shall have the right to acquire a 20% stake in
            Subsidiary for an aggregate purchase price of $10,000.

App. 5 :    Severance: In the event this Agreement is terminated at any time
            prior to the first anniversary, the Consultant shall retain the
            initial Two Hundred and Fifty Thousand (250,000) shares of the
            Parent's common stock and not be entitled to any further
            compensation. In the event his Agreement is terminated at any time
            during the second year, the Consultant shall retain the second Two
            Hundred and Fifty Thousand (250,000) shares and not be entitled to
            any further compensation. In either event, if this Agreement is
            terminated, the stock option described immediately above shall be
            terminated and cancelled.

App         6 : Travel, Entertainment, and Living Expenses. Consultant is
            authorized to incur reasonable travel and entertainment, expenses on
            behalf of the Parent/Subsidiary. These expenses shall be reimbursed
            by the Parent/Subsidiary within 30 days of submission of relevant
            invoices.


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