RESPONSE
      GENETICS

    1640
      Marengo Street 6th
      Floor Los Angeles, CA 90033

    Telephone:
      323-224-3900 Fax: 323-224-3096 www.responsegenetics.com

    


    


    October
      26, 2006

    


    Ms.
      Kathleen Danenberg

    3367
      Rubio Crest Drive

    Altadena,
      California

    91001

    


    Dear
      Kathy:

    


    The
      Board
      of Directors of Response Genetics, Inc. (“Response Genetics” or the “Company”)
      is pleased to provide you with the terms and conditions of your continued
      employment by the Company. The details of the Company’s offer (the “Offer”) are
      set forth below. The latter of the date on which you sign this document and
      the
      date it is approved by the Company’s Board of Directors is the commencement date
      (“Commencement Date”) of this employment agreement (this
“Agreement”).

    


    1.  Position.

     

    (a)  Your
      position will be President and Chief Executive Officer (“CEO”), the most senior
      executive officer of the Company, reporting solely to the Chairman of the
      Company’s Board of Directors (the “Board”). You will work at our Los Angles,
      California location.

     

    (b)  You
      agree
      to serve the Company faithfully and to the best of your ability and to devote
      your full business time to the business and affairs of the Company during the
      term of this Agreement. You will be required to travel as part of your duties,
      provided,
      however,
      you
      will not be required to travel more than you have previously done in the course
      and scope of your employment with the Company. Notwithstanding the foregoing,
      you may attend to personal and charitable activities that do not interfere
      with
      the performance of your duties hereunder.

     

    (c)  Your
      principle responsibilities will include the following: (1) setting the strategic
      direction for the Company’s business; (2) overall management of the Company,
      including delegation of such management to other Company officers and employees
      as you see appropriate; (3) participation in preparation for an initial public
      offering (“IPO”) of the Company’s stock or other financing activities and (4)
      participation in any road shows.

     

    (d)  performing
      responsibilities that are normally associated with the President and CEO
      positions and as otherwise may be assigned to you from time to time by the
      Board.

     

    
      
         

      

      
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    (e)  If
      you
      are elected to serve as a member of the Board, you shall so serve, without
      additional compensation other than as provided for in this Agreement. Neither
      you r failure to be elected to the Board nor your removal from the Board nor
      your resignation from serving on the Board shall constitute “Cause” in paragraph
      4(c) below.

     

    2.  Term.
      Your
      employment will be for a term of three (3) years from the Commencement Date,
      with automatic one (1) year renewal terms thereafter (collectively, the “Term”)
      unless you or the Company give written notice to the other at least ninety
      (90)
      days prior to the expiration of any Term of such party’s election not to further
      extend this Agreement. Any termination of your employment will be governed
      by
      the terms set forth in this Agreement. Termination of this Agreement shall
      be
      effectuated in writing, and notice of which, and notice of which shall be
      provided at least thirty (30) days prior to the effective date of such
      termination.

     

    3.  Compensation
      and Benefits.

     

    (a)  Your
      base
      pay shall be at an annual rate, based on the Company’s fiscal year, of no less
      than $510,000.00, which shall be payable bi-weekly, minus customary deductions
      for federal and state taxes and the like (the “Base Pay”). Your Base Pay shall
      be subject to annual merit adjustments at the discretion of the Board. Such
      adjustments, if made, shall not reduce your base pay, and shall take effect
      as
      the Board may decide.

     

    (b)  You
      will
      be eligible to receive an annual target bonus (the “Bonus”) in the minimum
      amount of 40% of your Base Pay based upon the Company meeting certain written
      performance targets and your meeting certain written personal objectives as
      set
      forth by the Board. The Board will establish, in consultation with you, such
      performance targets not less frequently than each fiscal year, provided,
      however,
      that
      the Board shall establish, in consultation with you, performance targets for
      the
      remainder of the current fiscal year. The Board shall, in good faith, calculate
      the Bonus and, if a Bonus is to be awarded, the Bonus shall be paid within
      45
      days of the end of the Company’s fiscal year.

     

    (c)  The
      Company shall grant to you a nonqualified stock option on the earlier of (i)
      the
      date of the effectiveness of the Company’s initial public offering (the “IPO) or
      (ii) the date of a Change in Control (as defined herein), equal to the 3.0%
      of
      the Company’s outstanding stock as of the Commencement Date (calculated on an
      as-converted basis to common stock) (the “Option”). The Option shall be subject
      to the terms and conditions of the Company’s 2006 Stock Plan and Standard Form
      of Option Agreement however, in the event you are terminated without Cause
      or
      resign For Good Reason, as such terms are defined below, the portion of the
      Option that is vested as of the date of termination shall be exercisable for
      one
      year from the date of termination. The exercise price of the Option shall be
      equal to (i) in the case of an IPO the initial public offering price of the
      Company’s common stock and (ii) in the case of a Change in Control the then fair
      market value of the Company’s common stock. Should no IPO or Change in Control
      take place by September 25, 2007, the Company shall grant to you in lieu thereof
      on September 25, 2007 the Option and the exercise price shall be equal to the
      fair market value of the Company’s common stock on that date. One third of the
      shares subject to the Option will vest and be exercisable immediately upon
      the
      issuance of the Option with the remainder to vest and be exercisable in two
      equal installments on the first and second anniversary of the Commencement
      Date,
      provided you remain employed during such period. If the Option is issued on
      September 25, 2007, the Option shall be 66.67% vested on the date of grant.
      You
      shall be eligible for additional future option grants and other equity
      compensation as approved by the Board or a committee thereof.

     

    
      
         

      

      
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    (d)  In
      the
      event of a Change in Control, as defined herein, 100% of your Option shall
      at
      that time fully accelerate and become exercisable. Change in Control means
      the
      occurrence of any of the following events:

     

    (i)  Ownership.
      Any “Person” (as such term is used in Sections 13(d) and 14(d) of the Securities
      Exchange Act of 1934, as amended) becomes the “Beneficial Owner” (as defined in
      Rule 13d-3 under said Act), directly or indirectly, of securities of the Company
      representing more than 50% of the total voting power represented by the
      Company’s then outstanding voting securities (excluding for this purpose any
      such voting securities held by the Company or its Affiliates or by any employee
      benefit plan of the Company) pursuant to a transaction or a series of related
      transactions; or

     

    (ii)  Merger/Sale
      of Assets. (A) A Merger or consolidation of the Company whether or not approved
      by the Board, other than a merger or consolidation which would result in the
      voting securities of the Company outstanding immediately prior thereto
      continuing to represent (either by remaining outstanding or by being converted
      into voting securities of the surviving entity or the parent of such
      corporation) at least 50% of the total voting power represented by the voting
      securities of the Company or such surviving entity or parent of such
      corporation, as the case may be, outstanding immediately after such merger
      or
      consolidation; or (B) the stockholders of the Company approve an agreement
      for
      the sale or disposition by the Company of all or substantially all of the
      Company’s assets; or

     

    (iii)  Change
      in
      Board Composition. A change in the composition of the Board, as a result of
      which fewer than a majority of the directors are Incumbent Directors. “Incumbent
      Directors” shall mean directors who either (A) are directors of the Company as
      of the Commencement Date, or (B) are elected, or nominated for election, to
      the
      Board with the affirmative votes of at least a majority of the Incumbent
      Directors at the time of such election or nomination (but shall not include
      an
      individual whose election or nomination is in connection with an actual or
      threatened proxy contest relating to the election of directors to the
      Company).

     

    (e)  You
      shall
      also be entitled to participate in all employee benefit plans or programs
      offered to senior executives of the Company, including without limitation
      participation in any health insurance plan, disability insurance plan, dental
      plan, eye care plan, 401(k) plan, deferred compensation plan or other similar
      plans. Any such benefits may be modified or changed from time to time at the
      sole discretion of the Company. Where a particular benefit is subject to a
      forma
      plan (for example, medical insurance), eligibility to participate in and receive
      any particular benefit is governed by the applicable formal plan
      document.

     

    
      
         

      

      
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    (f)  The
      Company shall provide you with a Company credit card for all reasonable
      out-of-pocket expenses incurred by you in the performance of your duties under
      this Agreement, including (i) reasonable travel expenses, (ii) reasonable client
      meal and entertainment expenses, (iii) reasonable mobile telephone bills, (iv)
      such other expenses as shall be agreed between you and the Company or as
      otherwise in accordance with the Company's normal policies for expense
      reimbursement in effect from time to time or (v) such other expenses as the
      Company has reimbursed or covered under past practices with you. Your travel
      accommodations shall be commensurate with your past practices. To the extent
      not
      paid by the credit card, the Company shall promptly reimburse you for such
      expenses. Additionally, the Company shall pay you (i) a $1,000 monthly
      non-accountable expense allowance payable each month, (ii) a $1,000 monthly
      automobile allowance for gas, parking, maintenance, insurance and miscellaneous
      costs to your automobile payable each month, and (iii) your legal fees incurred
      in the negotiation of this Agreement to a maximum of $5,000.

     

    (g)  You
      will
      be granted twenty (20) paid time off days (“PTO” days) each calendar year for
      your use for vacation, personal or sick leave and you will be eligible for
      additional PTO days based on your tenure with the Company at the discretion
      of
      the Board. Your accrued but unused PTO days will be paid to you should you
      leave
      the Company's employment. The Company will also observe 10 holidays per year,
      for which you will be paid. If the Commencement Date occurs between October
      6,
      2006 and December 31, 2006, you shall be granted seven (7) PTO days for use
      in
      2006. Unused PTO shall he paid in accordance with Company policy.

     

    4.  Severance.
      In
      the
      event you are terminated without ''Cause” as such term is defined below, or in
      the event that you resign “For Good Reason” as such term is defined below, you
      shall be entitled to severance, provided you first execute a release in a form
      reasonably satisfactory to the Company, upon the following terms:

     

    (a)  If
      you
      are terminated without Cause, or if you resign For Good Reason, the Company
      shall pay you the greater of (i) your Base Pay and COBRA coverage for twelve
      (12) months following the dale of termination; and (ii) your Base Pay and COBRA
      coverage for the remaining Term of this Agreement (collectively, the “Severance
      Pay”). In addition, you shall receive, within forty-five (45) days of such
      termination, the pro rata portion of the Bonus earned as of your termination
      date. The Severance Pay shall be paid in equal bi-weekly installments based
      upon
      the Company's payroll until fully retired and shall be further conditioned
      upon
      your compliance with Section 6 below.

     

    (b)  If
      you
      terminate your employment voluntarily, other than For Good Reason, or you are
      terminated for Cause, you shall be entitled to your Base Pay through the date
      of
      termination. Severance Pay shall not be required under this Agreement if (i)
      you
      terminate your employment voluntarily, other than For Good Reason; or (ii)
      you
      are terminated for Cause.

     

    (c)  For
      purposes of this Agreement, “Cause” shall mean termination for:

     

    
      
         

      

      
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    (i)  engaging
      in dishonesty or misconduct that is materially injurious to the Company, which,
      if curable, shall not have been cured within thirty (30) days after the Company
      shall have advised you in writing of its intention to terminate your employment
      in accordance with the provisions of this subparagraph: (i); or

     

    (ii)  your
      conviction or entry of nolo
      contendere
      to any
      felony or crime involving moral turpitude, material fraud or embezzlement of
      the
      Company’s property or your conviction of any other felony; or

     

    (iii)  your
      breach of any of the material terms of this Agreement, including the
      confidentiality obligations set forth herein, which such breach shall not have
      been cured within thirty (30) days after the Company shall have advised you
      in
      writing of its intention to terminate your employment in accordance with the
      provisions of this subparagraph (iii).

     

    (d)  For
      purposes of this Agreement, “For Good Reason” shall mean your resignation
      following:

     

    (i)  a
      material breach by the Company of its obligations hereunder, provided you have
      first given notice to the Company of such alleged breach and the Company has
      failed to cure same within ten (10) days of receipt of such notice;
      or

     

    (ii)  your
      compensation or benefits are reduced or your title or position is altered from
      that of CEO; or

     

    (iii)  the
      imposition of a requirement by the Company that you relocate your principal
      office to a location outside of the City of Los Angeles that necessitates a
      change in your home residence; or

     

    (iv)  any
      requirement by the Company that you engage in any act that is illegal, provided
      the Company must have prior notice and opportunity to cure same within ten
      (10)
      days of receipt of such notice.

     

    (v)  For
      purposes of this Agreement, “Good Reason” shall be interpreted in a manner, and
      limited to the extent necessary, so that it will not cause adverse tax
      consequences for either party with respect to Section 409A of the Internal
      Revenue
      Code of
      1986, as amended (“Code Section 409A”), and any successor statute, regulation
      and guidance thereto.

     

    (e)  In
      the
      event this Agreement is terminated because of your death, or because of a
      disability as provided herein, you or your estate shall be entitled to receive
      your Base Pay and pro rate Bonus earned as of the date of death or disability,
      and the Company shall provide COBRA coverage for a period of twelve (12) months
      following the date of such death or disability to you or your heirs as the
      case
      may be. A disability shall occur thirty days after the determination of
      disability. As used in this Agreement, the determination of “disability” shall
      occur when you, due to a physical or mental disability, for a period 90
      consecutive days, or 180 days in the aggregate whether or not consecutive,
      during any 360-day period, are unable to perform the services contemplated
      under
      this Agreement. A determination of disability shall be made by a physician
      satisfactory to both you and the Company, provided that
      if you
      and the Company do not agree on a physician, you and the Company shall each
      select a physician and these two together shall select a third physician, whose
      determination as to disability shall be binding on all parties.

     

    
      
         

      

      
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    (f)  In
      the
      event a Change of Control occurs during your employment, you agree that you
      will
      not resign your employment voluntarily for a period of six months following
      the
      effective, date of the Change of Control. If you are terminated within such
      six-month period without Cause or you resign For Good Reason, in addition to
      any
      other benefits to which you are entitled under this Agreement, and provided
      you
      execute a release of claims in a form reasonably satisfactory to the Company,
      you shall be entitled to a lump sum payment equivalent to a month of Base Pay
      at
      your then current annual rate for each month during such six-month period for
      which you have yet to complete service to the Company at the time of such
      termination, which payment shall be made within forty-five (45) days following
      such termination.

     

    (g)  If
      at the
      time any payment is to be made under this Section 4, it is determined that
      you
      are deemed to be a “specified employee” of the Company (within the meaning of
      Section 409A of the Code, as amended, and any successor statute, regulation
      and
      guidance thereto (“Code Section 409A”)), then limited only to the extent
      necessary to comply with the requirements of Code Section 409A, any payments
      to
      which you may become entitled under this Section 4 which are subject to Code
      Section 409A (and not otherwise exempt from its application) will be withheld
      until the first (1st) business day of the seventh (7th) month following the
      termination of your employment, at which time you shall be paid an aggregate
      amount equal to the accumulated, but unpaid, payments otherwise due to you
      under
      the terms of this Section.

     

    (h)  If
      any
      payment or benefit you would receive under this Agreement, when combined with
      any other payment or benefit you receive pursuant to a Change of Control
      (“Payment”) would (i) constitute a “parachute payment” within the meaning of
      Section 280G of the Code, and (ii) be subject to the excise tax imposed by
      Section 4999 of the Code (the “Excise Tax”), then the Company shall pay 50% of
      such tax liability (the “Tax Payment”) and such Tax Payment shall be
“grossed-up” to an amount so that the amount you actually receive, after
      deducting the Excise Tax, would be equal to the Tax Payment, provided,
      however,
      that
      any payments under this Section shall not exceed a total maximum amount of
      one
      hundred thousand dollars ($100,000.00) and shall be paid upon the Change of
      Control.

     

    (i)  The
      Company does not guarantee the tax treatment or tax consequences associated
      with
      any payment or benefit set forth in this Agreement, including but not limited
      to
      consequences related to Code Section 409A. You and the Company agree to both
      negotiate in good faith and jointly execute an amendment to modify this
      Agreement to the extent necessary to comply with the requirements of Code
      Section 409A; provided
      that no
      such amendment shall increase the total financial obligation of the Company
      under this Agreement. In the event that the Company determines in good faith
      that it is required to withhold taxes from any payment or benefit already
      provided to you, you agree to pay on demand the amount the Company has
      determined to the Company.

     

    
      
         

      

      
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    (j)  In
      the
      event of any termination of employment, you shall be under no obligation to
      seek
      other employment or duty to mitigate your losses, and there shall be no
      offset.

     

    5.  Indemnity.
      The
      Company shall indemnify you and hold you harmless from any and all claims
      arising from or relating to your performance of your duties hereunder to the
      fullest extent permitted by law and/or the Company’s Directors and Officers
      Liability Insurance or applicable certificate incorporation or bylaws or other
      applicable document.

     

    6.  Confidentiality,
      Non-Solicitation and Assignment of Inventions.

     

    (a)  Definition:
      “Confidential Information” means all Response Genetics proprietary information,
      technical data, trade secrets, know-how and any idea in whatever form, tangible
      or intangible, including without limitation, research, product plans, customer
      and client lists, developments, inventions, processes, technology, designs,
      drawings, marketing and other plans, business strategies and financial data
      and
      information. “Confidential Information” shall also mean in information received
      by Response Genetics from customers or clients or other third parties subject
      to
      a duty to keep confidential. “Confidential Information” shall not include
      information that (i) was disclosed to you by a third party who did not obtain
      the same directly or indirectly from the Company, (ii) was known by you (in
      writing) prior to disclosure by the Company, (iii) constitutes information
      approved for release by written authorization of the Company, (iv) constitutes
      information whose disclosure is required by law or order of any court, agency,
      arbitrator or other governmental body, or (v) has been made publicly available
      or generally available to the applicable trade by the Company,

     

    (b)  Duty
      Not to Disclose:
      In
      connection with your employment by Response Genetics, you will be exposed to
      and
      have access to the Company's Confidential Information. During the term of your
      employment and for two (2) years thereafter, you agree to hold all Confidential
      Information in strict confidence and trust for the sole benefit of Response
      Genetics and not to, directly or indirectly, disclose use, copy, publish,
      summarize, or remove any Confidential Information from the Company's premises,
      except as specifically authorized in writing by the Company and in connection
      with the usual course of your employment.

     

    (c)  Documents
      and Materials:
      You
      further agree that you will return all Confidential Information, including
      all
      copies and versions of such Confidential Information (including but not limited
      to information maintained on paper, disk, CD-ROM, network server, or any other
      retention device whatsoever) and other property of the Company, to the Company
      immediately upon cessation of your employment with the Company. These terms
      are
      in addition to any statutory or common law obligations that you may have
      relating to the protection of the Company's Confidential Information or its
      property. These restrictions shall survive the termination of your employment
      with Response Genetics.

     

    
      
         

      

      
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    (d)  Assignment
      of Inventions:
      Paragraph 10 of the Employment Agreement dated December 11, 2000 between you
      and
      the Company as thereafter amended from time to time shall govern the assignment
      of inventions during your employment at the Company and such paragraph shall
      survive and not supersede this Agreement.

     

    (e)  Nonsolicitation
      Customers and Employees.
      During
      your employment and for a period of two (2) years after termination thereof
      for
      any reason (“Restricted Period”), you will not, personally or through others,
      directly or indirectly, recruit, solicit or induce, or attempt to recruit,
      solicit or induce any employee of the Company to terminate employment with,
      or
      otherwise cease a relationship with, the Company. Likewise, during your
      employment and during the Restricted Period, you will not, personally or through
      others, directly or indirectly, accept, service, solicit, divert or take away,
      or attempt to accept, service, solicit, divert or take away, the business or
      patronage of any of the clients, customers or accounts, or prospective clients,
      customers or accounts, of the Company.

     

    7.  Assignment.
      No
      right
      under this Agreement is assignable, nor any duty under this Agreement delegable,
      by you or the Company without the other party’s written consent.

     

    8.  Notices.
      Any
      notice or other communication required or permitted by this Agreement to be
      given to a party shall be in writing and shall be deemed given if delivered
      personally or by commercial messenger or courier service, or mailed by U.S.
      registered or certified mail (return receipt requested), or sent via facsimile
      (with receipt of confirmation of complete transmission) to the party at the
      party’s last known address or facsimile number or at such other address or
      facsimile number as the party may have previously specified by like notice.
      If
      by mail, delivery shall be deemed effective 3 business days after mailing in
      accordance.

     

    9.  Miscellaneous.
      This
      letter constitutes the Company’s entire offer regarding the terms and conditions
      of your prospective employment with Response Genetics. Except as specifically
      set forth herein, this Agreement supersedes any prior agreements, or other
      promises or statements (whether oral or written) regarding the terms of
      employment, including that certain Employment Agreement dated December 11,
      2000
      between you and the Company as thereafter amended from time to time and any
      prior non-compete agreements. The terms of your employment and this Agreement
      shall be governed by the law of the State of California without regard to
      conflicts of laws.

     

    Please
      signify your acceptance of the terms and conditions of this Agreement by signing
      this letter and returning it to me.

     

    Sincerely,

    /s/
      Tom
      R. DeMeester

    Tom
      R.
      DeMeester

    Chairman
      of the Board of Directors

    Response
      Genetics, Inc.

    


    
      
         

      

      
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    Agreed
      to
      and Acknowledged:

    /s/
      Kathleen Danenberg

     

    Kathleen
      Danenberg

    


    May
      29,
      2007

     

    Date

     

    
      
         

      

      
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