EXHIBIT 10.25 INTELLECTUAL PROPERTY AND CAPITAL INTEREST AGREEMENT

                                                                   EXHIBIT 10.25

              INTELLECTUAL PROPERTY AND CAPITAL INTEREST AGREEMENT

         THIS AGREEMENT, entered into and effective as of February 1, 2005 (the

"Effective Date"), is by and between Lifestream Technologies, Inc.

("Lifestream"), a Nevada corporation with a post office address at 510

Clearwater Loop, Suite 101, Post Falls, Idaho 83854; and LifeNexus, Inc.

("LifeNexus") a Nevada corporation with a post office address at 370 Interlocken

Boulevard, Fourth Floor, Broomfield, Colorado 80021.

                                   BACKGROUND

         WHEREAS Lifestream is the owner of certain intellectual property rights

including a registered U.S. trademark and several U.S. and international patent

applications pertaining to a secured data acquisition, transmission, storage and

analysis system, as listed on Exhibit "A" hereto; and

         WHEREAS LifeNexus is desirous of obtaining and commercializing these

intellectual property rights under the terms set forth below.

         NOW THEREFORE, in consideration of ten dollars ($10) in hand paid and

the promised performance by each of the parties of the terms set forth herein,

the parties hereto, intending to be legally bound, mutually agree as follows:

                               TERMS OF AGREEMENT

         I.   CONDITIONAL ASSIGNMENT OF INTELLECTUAL PROPERTY RIGHTS

         1.1 Subject to satisfaction of the Condition Precedent as set forth in

paragraph 1.2, below, Lifestream will assign to LifeNexus the intellectual

property rights listed in Exhibit "A" to the extent that such intellectual

property rights pertain to the secured data acquisition, transmission, storage

and analysis system (the "Intellectual Property Assets"), it being understood

and agreed that Lifestream retains all rights in these intellectual property

rights to the extent that they do not pertain to the secured data acquisition,

transmission, storage and analysis system.

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         1.2 Assignment of the Intellectual property Assets as set forth in the

paragraph 1.1, above, is subject to the satisfaction of the following Condition

Precedent: Completion by LifeNexus of raising five hundred thousand dollars

($500,000) within six (6) months from the Effective Date of this Agreement plus

the remaining portion of the Calendar month in which said Effective Date occurs

(the "Condition Precedent Satisfaction Period") in a manner that limits the

total potential of dilution (i.e., if all issued warrants, with the exception of

any employee stock options, are exercised and all convertible interests are

convert into equity) such that Lifestream's equity interest in LifesNexus will

not be reduced below forty-nine percent (49%) upon the conclusion of the

obligation set forth in this section 1.3.

         1.3 LifeNexus must also raise additional four million dollars

($4,000,000) in equity, debt or other new capital contributions (other income)

within twelve (12) calendar months following the end of the Condition Precedent

Satisfaction Period, in a manner that limits the total potential of dilution

(i.e., if all issued warrants, with the exception of any employee stock options,

are exercised and all convertible interests are convert into equity) such that

Lifestream's equity interest in LifesNexus will not be reduced below forty-nine

percent (49%) upon the conclusion of the obligation set forth in this section

1.3

         1.4 Lifestream further grants to LifeNexus the right to attempt to

revive and pursue, at its own cost and discretion, patents relating to

Lifestream's recently abandoned patent applications in Israel, Australia and New

Zealand, which may or may not be revivable under the governing laws.

         II.   GRANT BACK LICENSE

         2.1 Upon completion of the assignment as set forth in paragraph 1.1,

above, LifeNexus grants to Lifestream a royalty-free, worldwide, non-terminable,

non-sublicensable (except to parties who manufacture products for Lifestream)

exclusive license (the "License") to use the Intellectual Property Assets, as

well as any other intellectual property rights obtained by LifeNexus pertaining

to the secured data acquisition, transmission, storage and analysis system, as

potentially improved by LifeNexus, in connection with point-of-care

health-related diagnostic devices (the "Lifestream Exclusive Field of Use").

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         III.   CAPITAL INTEREST IN LIFENEXUS

         3.1 Upon completion of the initial financing by LifeNexus pursuant to

paragraph 1.2, above, LifeNexus will convey to Lifestream 100,000 shares of

convertible preferred shares of LifeNexus stock (such shares will be convertible

into 2,450,000 shares of common or 49% LifeNexus stock upon completion of the

additional financing under terms set forth in this agreement) without any

further warrant, conversion or other actual or potential equity interest granted

for the benefit of Lifestream, such that the capital stock of LifeNexus upon

completion of this initial financing will be as follows:

          Management under contract: At least twenty percent (20% in stock and

         and or options); Lifestream: No greater than thirty forty-nine (49%

         when converted to common); Investing Entities: No greater than ten

         percent (10% when fully diluted).

         3.2 Upon completion of the additional financing by LifeNexus pursuant

to paragraph 1.3, above, 60,000 shares or 60% of Lifestream's 100,000 shares of

preferred shares in LifeNexus will automatically convert, and Lifestream

Technologies, Inc. will then be obligated to sell the balance of 40,000

preferred share sufficient portion of itsin LifeNexus, to an independent party,

at a rate no less than the stock share price paid by the last investing entity

pursuant to paragraph 1.3, above, such that Lifestream's total remaining

interest in the capital stock of LifeNexus will be no greater than thirty

percent (30%) of the total outstanding capital stock in LifeNexus, upon the sale

of the 40,000 preferred shares to an independent party those shares will

immediately convert into Common Shares in LifeNexus. Lifestream and LifeNexus

will cooperate and each will use its best efforts to complete this transaction

prior to or in conjunction with LifeNexus' next round of financing. Upon

completion of this transaction, the capital stock ownership in LifeNexus will be

as follows:

         Management under contract:   At approximately twenty percent (20%);

         Lifestream:        No greater than thirty (30%);

         Investing Entities:         Approximately fifty percent (50%).

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         IV.   TERM AND TERMINATION

         41. In the event that the Condition Precedent is not satisfied within

the Condition Precedent Satisfaction Period, this Agreement will automatically

terminate at the end of the Condition Precedent Satisfaction Period unless the

Agreement is extended in writing by both parties.

         4.2 In the event that the Condition Precedent is satisfied within the

Condition Precedent Satisfaction Period, this Agreement will remain in effect

until six (6) years following expiration of the last surviving patent, trademark

or copyright relating to the Intellectual Property Assets.

         4.3 LifeNexus will have a reasonable right to inspect all products and

processes manufactured, used, imported or sold by Lifestream in the United

States that bear a trademark owned by LifeNexus, and LifeNexus may terminate

Lifestream's license to use any such trademark in the event that any product or

process manufactured, used, imported or sold by Lifestream in the United State

that bears a trademark owned by LifeNexus fails to meet the normal and customary

standards of LifeNexus upon six month's notice of such