0001121781-09-000417 Sample Contracts

VOTING AGREEMENT
Voting Agreement • October 8th, 2009 • Biofield Corp \De\ • Electromedical & electrotherapeutic apparatus • Pennsylvania

VOTING AGREEMENT, dated as of September __, 2009, between James MacKay (“MacKay”), individually, and ValiRx Plc. (“ValiRx”), (each, a "Shareholder" and together, the "Shareholders").

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September __, 2009 ValiRx Plc London, ECIN 8SS United Kingdom Attn: James N. Thorniley, Chairman Re: Amendment No. 2 to Sale of Shares Agreement
Sale of Shares Agreement • October 8th, 2009 • Biofield Corp \De\ • Electromedical & electrotherapeutic apparatus

The undersigned, Biofield Corp., a Delaware corporation (“Biofield” or the “Company”), hereby agrees with you (collectively, the “Parties”), as follows:

PLEDGE AND SECURITY AGREEMENT
Pledge and Security Agreement • October 8th, 2009 • Biofield Corp \De\ • Electromedical & electrotherapeutic apparatus • New York

PLEDGE AND SECURITY AGREEMENT (this “Agreement”), This Pledge and Security Agreement (this "Agreement") is made effective as of October 2, 2009 ("Effective Date"), by and between James MacKay, an individual ("Pledgor"), and ValiRx Plc, a New York corporation ("ValiRx").

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