12% NON-NEGOTIATABLE NON-TRANSFERABLE UNSECURED
                                 PROMISSORY NOTE
                                 ---------------


NEITHER THIS NOTE, NOR ANY SHARES OF COMMON STOCK WHICH MAY BECOME ISSUABLE AT
MATURITY OF THIS NOTE, NOR ANY SECURITY FOR WHICH THIS NOTE MAY BE EXCHANGED,
HAS BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED ("ACT"), OR
UNDER ANY APPLICABLE STATE SECURITIES LAWS. AND NO TRANSFER MAY BE EFFECTED
EXCEPT IN COMPLIANCE WITH RULE 144 PROMULGATED UNDER THE ACT, AN EFFECTIVE
REGISTRATION STATEMENT RELATED THERETO, AN OPINION OF COUNSEL OF THE HOLDER
SATISFACTORY TO THE PAYOR THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE ACT
OR RECEIPT OF A NON-ACTION LETTER FROM THE SECURITIES AND EXCHANGE COMMISSION OR
ANY APPLICABLE STATE SECURITIES AGENCY. FURTHER, THIS NOTE IS NON-TRANSFERABLE.


                    NON-NEGOTIABLE UNSECURED PROMISSORY NOTE



$ 50,000                                                      September 8, 2004
Note #: 035                                                   Boca Raton, FL



For value received Biofield Corp., a Delaware corporation ("Payor") promises to
pay to Capital Growth Equity Fund, LLC. or its permitted assigns ("Holder") the
principal sum of $50,000 (the "Principal Amount") with interest on the
outstanding Principal Amount at the rate of 12% per annum, based on a 365-day
year. Interest shall be payable monthly, in arrears, on the last day of each
month commencing in the month following the month in which this Note is issued.

         1.   This note ("Note") is one of a series of similar notes ("Notes")
issued pursuant to that certain Confidential Private Offering Memorandum
including its appendices and other accompanying materials ("Memorandum") of
Payor, dated May 3, 2004 for the offer and sale of promissory notes issued by
the Payor in an aggregate amount of up to $800,000 ("Offering"), and the terms
of that certain Subscription Agreement ("Agreement") being used in connection
with the Offering. By accepting this Note, the Holder acknowledges receipt of
the Memorandum and Agreement and represents that the Holder has had an
opportunity to read the Memorandum and the Agreement and ask questions of the
Payor regarding its contents.

         2.   Subject to Section 5 hereof, the maturity date of this Note
("Maturity Date") shall be May 31, 2005 (the "Term Date"). In addition, to the
extent not theretofore paid, the principal and all accrued but unpaid interest
shall become due and payable, whether before or after the Term Date, on the date
on which Payor receives the proceeds from a Qualified Offering. "Qualified
Offering" shall mean the consummation of the sale of debt or equity securities
of Payor in an aggregate amount of at least $3,500,000, either in a single
transaction or in a series of transactions which close within six (6) months of
each other.

         3.   The entire outstanding Principal Amount and any unpaid accrued
interest due under this Note shall become fully due and payable on the Maturity
Date as determined by Section 2 or as otherwise







provided herein. All payments under this Note shall be made in the lawful
currency of the United States of America, at Holder's address set forth in the
Agreement.

         4.   This Note may be prepaid at any time by Payor without the prior
consent of the Holder and without penalty.

         5.   To the extent that this Note has not been paid on or prior to the
Term Date, (i) this Note shall automatically become due on demand, (ii) interest
on the outstanding principal amount of this Note shall become payable at the
rate of 1.5% per month until the entire principal and accrued but unpaid
interest has been paid in full, (iii) interest shall continue to be paid
monthly, as aforesaid, and (iv) the holder of this Note shall promptly receive
75,000 shares of the Payor's common stock for each $50,000 principal amount
hereof.

         6.   If, prior to the full repayment of all amounts due under this
Note, the Company engages in a public or private, convertible debt and/or equity
financing, including but not limited to a Qualified Offering (a "Subsequent
Financing"), Holder may exchange the outstanding principal amount of this Note
and all accrued but unpaid interest (the "Exchange Amount") for securities
issued in the Subsequent Financing, as hereinafter provided. Payor shall deliver
to Holder written notice of Payor's engaging in a Subsequent Financing,
accompanied by a copy of the offering document(s) relating to the Subsequent
Financing (the "SF Notice"). Holder shall have the right, but not the
obligation, to participate in the Subsequent Financing by exchanging the
Exchange Amount for the following:

              (a)   If the security issued in a Subsequent Financing consists
         of shares of the Company's equity securities (common or preferred), the
         Exchange Amount of this Note may be exchanged for such equity at a 25%
         discount ("Discounted Price") to the price paid for such equity by
         other investors in the Subsequent Financing.

              (b)   If the security issued in the Subsequent Financing is
         convertible debt instrument, the Exchange Amount of this Note may be
         exchanged for an equal face amount of the securities offered for sale
         by the Company in such Subsequent Financing. The conversion price of
         any such convertible securities issued to the Holder pursuant to such
         exchange may be converted will be 25% less than the conversion price
         offered to other investors in the Subsequent Financing.

              (c)   In the event that the Subsequent Financing includes
         warrants, any such warrants shall be exercisable by Holder at a
         discount of 25% to the exercise price offered to other investors in the
         Subsequent Financing.

              (d)   The securities to which Holder may be entitled in
         connection with an exchange in a Subsequent Financing are sometime
         hereinafter referred to as the Exchange Securities.

         7.   In order to exercise the exchange right set forth in Section 6,
the Holder shall deliver to Payor a written notice in the form attached hereto
as Exhibit A, of its election to exchange the Exchange Amount of this Note for
the Exchange Securities. The written notice shall be delivered to Payor within
ten (10) business days of Holder's receipt of the SF Notice. Holder's notice
shall be accompanied by this Note.

                    (a)   Exchange Procedure. Upon any exchange of this Note:

                    (i)   As soon as possible after an exchange has been
                    effected, Payor will deliver to Holder an instrument
                    representing the Exchange Securities. The issuance will be
                    made




                    without charge to Holder for any issuance tax in respect
                    thereof or other costs incurred by Payor in connection with
                    such exchange.

                    (ii)  Upon exchange of this Note, Payor will take all such
                    actions as are necessary in order to insure that the
                    Exchange Securities will be validly issued, fully paid and
                    nonassessable.

                    (iii) Payor will assist and cooperate with Holder to the
                    extent Holder is required to make any governmental filings
                    or obtain any governmental approval prior to or in
                    connection with any conversion of this Note hereunder
                    including making any filings required to be made by Payor.

                    (iv)  If any fractional interest in a share would be
                    deliverable upon exchange of this Note for equity
                    securities, Payor, in lieu of delivering the fractional
                    share, will pay an amount to Holder in cash equal to the
                    discounted amount of the Exchange Securities multiplied by
                    such fractional interest.

                    (b)   Upon exchange of the Exchange Amount of this Note, the
         rights of Holder with respect to this Note will cease, and Holder shall
         thereupon be entitled to all of the rights and privileges of other
         investors in the Subsequent Financing.

         8.   The terms of this Note shall be construed in accordance with the
laws of the State of Georgia.

         9.   The Company hereby waives any and all rights, if any, with respect
to asserting a defense for non-payment of the outstanding Principal Amount, plus
all unpaid accrued interest thereon, based on the usury laws of the State of
Georgia and hereby agrees not to assert such rights, if any, against Holder.

         10.  This Note may not be transferred, sold pledged or hypothecated by
the Holder without the prior written consent of the Payor, which consent will
not be unreasonably withheld.


                                              BIOFIELD CORP.


                                              By:
                                                 -------------------------------

                                              Its
                                                 -------------------------------








                                    EXHIBIT A
                                    ---------

                               NOTICE OF EXCHANGE

TO:
   ------------------------------

         (1)   Reference is made to that certain Non-Negotiable Unsecured
Promissory Note dated _________, 2004 issued by the Company to the undersigned
("Note"). Defined terms not otherwise defined herein shall have the meanings
ascribed to them in the Note.

         (2)   Holder hereby elects to exchange the Exchange Amount of the Note
for the Exchange Securities, as provided for in the Note.

         (3)   I hereby tender the Note as consideration for issuance of the
Exchange Securities.

         (4)   Please issue a certificate or certificates representing the
Exchange Securities in the following name:

Name                                      Address

                                          ----------------------------------

-----------------------------------       ----------------------------------

         (5)   To the extent that the Subsequent Financing has not been
registered under the Securities Act of 1933, as amended (the "Securities Act"),
the undersigned represents that: (i) the aforesaid securities are being acquired
for the account of the undersigned for investment and not with a view to, or for
resale in connection with, the distribution thereof and that the undersigned has
no present intention of distributing or reselling such shares; (ii) the
undersigned is aware of the Company's business affairs and financial condition
and has acquired sufficient information about the Company to reach an informed
and knowledgeable decision regarding its investment in the Company; (iii) the
undersigned is experienced in making investments of this type and has such
knowledge and background in financial and business maters that the undersigned
is capable of evaluating the merits and risks of this investment and protecting
the undersigned's own interests; (iv) the undersigned understands that the
securities issuable in exchange for the Note have not been registered under the
Securities Act, by reason of a specific exemption from the registration
provisions of the Securities Act, which exemption depends upon, among other
things, the bona fide nature of the investment intent as expressed herein, and,
because such securities have not been registered under the Securities Act or an
exemption from such registration is available; (v) the undersigned is aware that
the aforesaid securities may not be sold pursuant to Rule 144 adopted under the
Securities Act unless certain conditions are met and until the undersigned has
held the shares for the number of years prescribed by Rule 144, that among the
conditions for use of the Rule is the availability of current information to the
public about the Company and the Company has not made such information available
and has no present plans to do so; and (vi) the undersigned agrees not to make
any disposition of all or any part of the aforesaid securities unless and until
there is then in effect a registration statement under the Securities Act
covering such proposed disposition and such disposition is made in accordance
with said registration statement, or the undersigned has provided the Company
with an opinion of counsel satisfactory to the Company, stating that such
registration is not required.




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(Date)                                    (Signature)

                                          --------------------------------------
                                          (Print name)