0001144204-10-044201 Sample Contracts

EXCLUSIVE AGREEMENT FOR LICENSE AND TRANSFER OF IP
Exclusive Agreement • August 16th, 2010 • Biofield Corp \De\ • Electromedical & electrotherapeutic apparatus • Georgia

THIS AGREEMENT is made and entered into as of the date last entered below and upon the payment of $250,000 to Guided Therapeutics, Inc. ("GT") (as set forth below), which payment must be made to GT no later than January 30, 2011 and $20,000 to GT for previous services provided, which payment must be made to GT by no later than August 15, 2010 ("the Effective Date"), by and between Mark L. Faupel, Ph.D., an individual having an address of 160 Foalgarth Way, Alpharetta, Georgia 30022 ("DR. FAUPEL") and Biofield Corp., a Delaware corporation, having an office at 175 Strafford Avenue, Wayne, PA 19087 ("BZEC").

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AGREEMENT FOR RE-ENGINEERING AND MANUFACTURE OF NEW BDS DEVICE
Agreement • August 16th, 2010 • Biofield Corp \De\ • Electromedical & electrotherapeutic apparatus • Georgia

THIS AGREEMENT is made and entered into as of the date last entered below and upon the payment of $20,000 to GT for previous services provided, which payments must be made to GT by no later than August 15, 2010 ("the Effective Date"), by and between Guided Therapeutics, Inc. ("GT"), a corporation having an address of 5835 Peachtree Corners East, Suite D, Norcross, GA 30092 and Biofield Corp. ("BZEC"), a Delaware corporation, having an office at 175 Strafford Avenue, Wayne, PA 19087. In addition, prior to commencing work on the subject project, GT shall receive a further payment from BZEC of $250,000 towards the re-engineering and development of that certain BDS technology, which payment must be made to GT no later than January 30, 2011.

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