0000895345-97-000469 Sample Contracts

EXHIBIT 7
Subscription Agreement • December 24th, 1997 • Goldman Sachs Group Lp • Delaware

AS INDICATED ON THE SIGNATURE PAGE TO THIS SUBSCRIPTION AGREEMENT, THE EXECUTION OF THIS SUBSCRIPTION AGREEMENT BY AN INVESTOR SHALL ALSO SERVE AS A COUNTERPART SIGNATURE TO THE REGISTRATION RIGHTS AGREEMENT CONTAINED IN APPENDIX C TO THE PRIVATE PLACEMENT MEMORANDUM OF WHICH THIS SUBSCRIPTION AGREEMENT IS A PART.

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EXHIBIT 9
Registration Rights Agreement • December 24th, 1997 • Goldman Sachs Group Lp • New York

REGISTRATION RIGHTS AGREEMENT (this "AGREEMENT"), dated as of December __, 1997, by and among Biofield Corp., a Delaware corporation, with headquarters located at 1225 Northmeadow Parkway, Suite 120, Roswell, Georgia 30076 (the "COMPANY"), and each of the investors set forth on the signature pages hereto (the "INITIAL INVESTORS").

Exhibit 5
Stock Option Agreement • December 24th, 1997 • Goldman Sachs Group Lp
EXHIBIT 10
Registration Rights Agreement • December 24th, 1997 • Goldman Sachs Group Lp • New York
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