May 14, 1998 Mr. Michael R. Gavenchak Dear Michael: Reference is made to that certain Amended and Restated Employment Agreement between Biofield Corp. and you dated as of October 1, 1992 (the "Employment Agreement"). The Employment Agreement is hereby...

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                                                                    EXHIBIT 10.1

                                 Biofield Corp.
                            0000 Xxxxx Xxxxxx Xxxxxxx
                                    Xxxxx 000
                                Xxxxxxx, XX 00000


                                  May 14, 1998



Xx. Xxxxxxx X. Xxxxxxxxx


Dear Xxxxxxx:

         Reference is made to that certain Amended and Restated
Employment Agreement between Biofield Corp. and you dated as of October 1, 1992
(the "Employment Agreement"). The Employment Agreement is hereby amended as
follows:

         Paragraph 2 of the Employment Agreement is hereby deleted in
its entirety and the following Paragraph 2 shall be inserted in its place and
stead:

         2. Term 

         The term of this Agreement shall commence on October 1, 1992 and end on
         July 7, 2000.

         Other than as set forth above, the Employment Agreement shall
remain in full force and effect. Please indicate your acceptance by dating,
signing and returning to Biofield Corp. the enclosed copy of this letter.

                                                 Sincerely,

                                                 Biofield Corp.

                                                 By: /s/ D. Xxxx Xxxx
                                                    ----------------------------
                                                    D. Xxxx Xxxx
                                                    Chief Executive Officer



Agreed and Acknowledged this
15 day of May, 1998

/s/ Xxxxxxx X. Xxxxxxxxx
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Xxxxxxx X. Xxxxxxxxx