TO THE

Grata
November 11, 2005

                         FIRST AMENDMENT

                             TO THE

                INDEPENDENT CONSULTANT AGREEMENT

     THIS FIRST AMENDMENT TO THE INDEPENDENT CONSULTANT AGREEMENT
(this "First Amendment") is made as this 11th of November, 2005
by and between Diasense, Inc. (the Company") a Pennsylvania
corporation, located at 0000 Xxxxxxxxxxx Xxxx, Xxxxxxxx 0000,
Xxxxxxxxxx, XX 00000 and Xxxxxx Xxxxx, an individual residing at
00 Xxxxx Xxxx, Xxxxxxx, XX 00000 (the "Consultant").

     WHEREAS, Diasense and the Consultant are parties to that
certain Independent Consultant Agreement (the "Agreement") dated
May 19, 2005; and

     WHEREAS, Diasense and the Consultant desire to amend the
Agreement as set forth herein;

     NOW, THEREFORE, in consideration of the foregoing premises,
and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto
agree as follows:

1.   Warrants.  Section 3.3 of the Agreement is hereby amended in
its entirety as follows:

      3.3.  Warrants.  Upon  execution  of  this  Agreement,  the
Consultant  is  contemporaneously being  issued  an  amended  and
restated  stock  purchase  warrant to purchase  up  to  4,000,000
shares  of  the Company's restricted common stock at an  exercise
price of $0.01 per share (the "Amended Warrant"), exercisable for
a  period of five (5) years and otherwise in accordance with  the
terms of the Amended Warrant.

2.    Term  and  Termination.  Section 4.1 of  the  Agreement  is
hereby amended in its entirety as follows:

      4.1   Term  of Agreement. The term of this Agreement  shall
commence  on May 19,      2005 and shall continue until  May  19,
2009,  at  which time it may, upon written     agreement  of  the
parties,  continue  on a month to month basis thereafter,  unless
terminated pursuant to paragraph 4.2.

3.    Full Force and Effect.  Except as expressly amended hereby,
the terms of the Agreement shall remain in full force and effect.



     IN WITNESS WHEREOF, the Company and the Consultant have
executed and delivered this First Amendment each intending it to
constitute an instrument under seal, on the date first above
written.

                                 Diasense, Inc.

Date: November 11, 2005          By: \s\ Xxxxx X. Xxxxxxx

                                 Name: Xxxxx X. Xxxxxxx

                                 Title: CEO



Date: November 11, 2005          By:  \s\ Xxxxxx Xxxxx

                                 Name: Xxxxxx Xxxxx