EMPLOYMENT AGREEMENT

A.          Employee has been a valued employee of the Company since June 2009.

B.          The Company possesses and will possess technology, which may benefit significantly from the knowledge and skills of the Employee.

C.          The Company desires to continue Employee’s employment with the Company as Executive Chairman under the terms stated in this agreement.

AGREEMENT:

NOW, THEREFORE, in consideration of the mutual benefits contained herein, the sufficiency of which the parties acknowledge, the parties hereby agree as follows:

1.            Employment Term. The term of employment (“Term”) shall commence on the date written above and shall continue until December 31, 2013 (the “Final Date”), unless sooner terminated in accordance with Section 12.

2.            Duties. Employee shall be responsible to perform such duties as assigned to him from time to time by the Board of Directors of the Company (“Board”). Employee shall devote his best efforts to the service of the Company throughout the Term. Employee shall devote at least forty (40) hours per month to the affairs of the Company. Employee and Company acknowledge and agree that (i) Employee may hold certain offices within certain entities as set forth on Exhibit A to this Agreement, (ii) Employee’s devotion of reasonable amounts of time in such capacities, so long as it does not interfere with his performance of services hereunder, shall not conflict with the terms of this Agreement, and (iii) Exhibit A may be amended from time to time by agreement of the parties.

3.            Compensation.

             (a) During the Term the Company shall compensate Employee at an initial annual compensation of $100,000USD, payable in accordance with Company’s payroll practices in effect from time to time, and less amounts required to be withheld under applicable law and requested to be withheld by Employee. Employee’s annual compensation shall be subject to review on an annual basis. The Company may, but shall not be required to,

pay bonus compensation to Employee. Except as otherwise provided in this Agreement, the base compensation shall be prorated for any period of service less than a full month.

             (b) Notwithstanding the previous paragraph, all compensation due to Employee hereunder shall not be paid until the closing by the Company of the sale of its equity securities wherein the Company receives at least $3,000,000 in gross proceeds (a “Qualified Offering”).

4.            Expenses. The Company will reimburse Employee for all expenses reasonably incurred by him in discharging his duties for the Company, conditioned upon Employee’s submission of written documentation in support of claimed reimbursement of such expenses, and consistent with the Company’s expense reimbursement policies in effect from time to time.

5.            Benefits. Subject to eligibility requirements, Employee shall be entitled to participate in such benefit plans and programs as adopted by the Company from time to time.

6.            Confidentiality.

             (a)          In the course of his employment with the Company, it is anticipated that Employee may acquire knowledge (both orally and in writing) regarding confidential affairs of the Company and confidential or proprietary information including: (i) matters of a technical nature, such as know-how, inventions, processes, products, designs, chemicals, compounds, materials, drawings, concepts, formulas, trade secrets, secret processes or machines, inventions or research projects: (ii), markets, sales, suppliers, customers, plans for future development, plans for future products, marketing plans or strategies; and (iii) other information of a similar nature which is not generally disclosed by the Company to the public, referred to collectively hereafter as “Confidential Information.” “Confidential Information” shall not include information generally available to the public. Employee agrees that during the term of this Agreement and thereafter, he (1) will keep secret and retain in the strictest confidence all Confidential Information, (2) not disclose Confidential Information to anyone except employees of the Company authorized to received it and third parties to whom such disclosure is specifically authorized, and (3) not use any Confidential Information for any purpose other than performance of services under this Agreement without prior written permission from the Company.

             (b)          If Employee is served with any subpoena or other compulsory judicial or administrative process calling for production or disclosure of Confidential Information or if Employee is otherwise required by law or regulation to disclose Confidential Information, Employee will immediately, and prior to production or disclosure, notify the Company and provide it with such information as may be necessary in order that the Company may take such action as it deems necessary to protect its interest.

             (c)          The provisions of this paragraph 6 shall survive termination of this Agreement.

7.            Non-competition.

             (a)          Employee agrees that during the Term and for a period of two (2) years following termination of employment with the Company for any reason, he will not directly or indirectly engage in any activity directed toward the development, sale or marketing of any cancer markers for screening, diagnostic, or follow-up purposes.

             (b)          Employee agrees that during the Term and for a period of two (2) years following termination of employment with the Company for any reason, he will not directly or indirectly engage in any activity as defined in any patents or patent applications filed or Contemplated at any time during the Term. Patents or patent applications “Contemplated” are those included, recorded or discussed in the notebooks of researchers employed by or performing services on behalf of the Company.

             (c)          For a period of two (2) years following termination of employment with the Company for any reason, except with the express written consent of the Company, Employee agrees to refrain from directly or indirectly recruiting, hiring or assisting anyone else to hire, or otherwise counseling to discontinue employment with the Company, any person then employed by the Company or its subsidiaries or affiliates.

             (d)          The provision of this paragraph 7 shall survive termination of this Agreement and the term of employment.

8.            Covered Work.

             (a)          All rights, title and interest to any Covered Work that Employee makes or conceives (whether alone or with others) while consulting for the Company, belong to the Company. This Agreement operates as an actual assignment of all rights in Covered Work to the Company. “Covered Work” means products and Inventions that relate to the actual or anticipated business of the Company or any of its subsidiaries or affiliates, or that result from or are suggested by a task assigned to Employee or work performed by Employee on behalf of the Company or any of its subsidiaries or affiliates, or that were developed in whole or in part on the Company time or using the Company’s equipment, supplies or facilities. “Inventions” mean ideas, improvements, designs, computer software, technologies, techniques, processes, products, chemicals, compounds, materials, concepts, drawings, authored works or discoveries, whether or not patentable or copyrightable, as well as other newly discovered or newly applied information or concepts. Attached hereto as Exhibit B is a description of any product or Invention in which Employee had or has any right, title or interest, which is not included within the definition of “Covered Work.”

             (b)          Employee shall promptly reveal all information relating to Covered Work and Confidential Information to an appropriate officer of the Company and shall

cooperate with the Company, and execute such documents as may be necessary, in the event that the Company desires to seek copyright, patent or trademark protection thereafter relating to same.

          (c)          In the event that the Company requests that Employee assist in efforts to defend any legal claims to patents or other right, the Company agrees to reimburse Employee for a reasonable expenses Employee may incur in connection with such assistance. This obligation to reimburse shall survive termination of this Agreement and the term of employment.

          (d)          The provisions of this paragraph 8 shall survive termination of this Agreement and the term of employment.

9.          Return of Inventions, Products and Documents. Employee acknowledges and agrees that all Inventions, all products of the Company and all originals and copies of records, reports, documents, lists, drawings, memoranda, notes, proposals, contracts and other documentation related to the business of the Company or containing any information described in this paragraph shall be the sole a