VOTING AGREEMENT

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

A. As of the date hereof, MacKay owns, beneficially and/or of record, 12,300,000 shares of preferred stock, $0.001 par value per share (the " Preferred Stock "), of Biofield Corp., a Delaware corporation (the " Company ");

B. The Shareholders have entered into a Letter Agreement dated September __, 2009 (the “Letter Agreement”), whereby MacKay has pledged as security One Million Five Hundred Thousand (1,500,000) shares of the Preferred Stock to ValiRx (the “ Pledged Shares ”);

C. Each Shareholder desires to enter into this Agreement with respect to the voting of the Pledged Shares now held, beneficially and/or of record, by ValiRx on the terms and conditions set forth herein.

      NOW, THEREFORE , in consideration of the foregoing and the mutual covenants and agreements contained herein, and intending to be legally bound hereby, the parties hereto agree as follows:

1. Agreement to Vote. (a) In recognition of the Shareholders' common goals and objectives as shareholders of the Company and to ensure the orderly management and operation of the Company, each Shareholder hereby agrees that during the time this Agreement is in effect, at any meeting of the shareholders of the Company, however called, and in any action by consent of the shareholders of the Company, MacKay shall:

(b) vote, or execute consents in respect of the Pledged Shares, or cause the Pledged Shares to be voted, or consents to be executed in respect thereof, in a manner that he believes is in the best interest of the Company and its shareholders;

2. Irrevocable Proxy.  ValiRx hereby irrevocably constitutes and appoints MacKay as its attorney and proxy in accordance with Delaware Corporate Law, with full power of substitution and re-substitution, to cause the Pledged Shares to be counted as present at any Company Stockholders Meetings to vote his, her or its shares at any Company Stockholders' Meeting, however called, and execute consents in respect of his, her or its shares as and to the extent provided in Section 1. THIS PROXY AND POWER OF ATTORNEY UPON ITS EFFECTIVENESS WILL BE IRREVOCABLE AND COUPLED WITH AN INTEREST. ValiRx hereby revokes all other proxies and powers of attorney with respect to his, her or its shares that he, she or it may have heretofore appointed or granted, and no subsequent proxy or power of attorney shall be granted, in each case to the extent such prior or subsequent proxies or powers of attorney would prevent ValiRx from complying with such stockholder's obligations under this Agreement.

                      3.  Legend. Any stock certificates representing the Pledged Shares owned by a Shareholder shall bear an appropriate legend relating to this Agreement.

                      4. Representations and Warranties of the MacKay. MacKay hereby represents and warrants to Stockholder as follows:

                                   (a) Due Authorization; Enforceability. MacKay has full power and authority to execute and deliver this Agreement. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary action on the part of MacKay, and no other proceedings on the part of MacKay are necessary to authorize this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by MacKay and constitutes a valid and binding agreement by MacKay, enforceable against such Stockholder in accordance with its terms, subject to applicable bankruptcy, insolvency, moratorium or other similar laws relating to creditors' rights and to general principles of equity.

                                   (b) No Conflicts. No authorization, consent or approval of, or filing with, any court or any public body or authority is necessary for the consummation by the Stockholder of the transactions contemplated by this Agreement. The execution, delivery and performance of this Agreement by the Stockholder will not constitute a breach, violation or default (or any event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration under, or result in the creation of any lien or encumbrance upon any of the properties or assets of such Stockholder under, any note