CAPITAL GROWTH FINANCIAL
[CGF LOGO]         THE COMBINATION TO YOUR FINANCIAL SUCCESS

March 23, 2004



Biofield Corporation
1025 Nine North Drive, Suite M
Alpharetta, GA 30004

Attn:  David M. Long Jr. M.D., PhD.

Gentlemen:

This will confirm our agreement that CGF Securities, LLC ("CGF") shall, for the
term of this agreement, from the date hereof through June 30, 2004 (unless
extended by mutual agreement), render its services to Biofield Corporation (the
"Company") as financial advisor and Managing Placement Agent regarding the
Company's intention to raise up to $3,500,000 in equity (the "Financing").

1.       The Financing. As soon as practicable after preparation of suitable and
         mutually agreeable offering materials and subject to continued due
         diligence, CGF shall use its best efforts to arrange the Financing with
         accredited or sophisticated investors acceptable to the Company. The
         Financing will consist of up to $3,500,000 in shares of the Common
         Stock of the Company as described on the Term Sheet attached hereto and
         made part hereof.

2.       Placement Fees. The Company shall pay CGF, as compensation for its
         services, 10% of the gross proceeds of the Financing, payable in cash
         as financing proceeds are received by the Company. This placement fee
         will apply to any proceeds received during the term of this agreement
         and within 12 months of the termination of the term of this agreement
         from sources introduced to the Company by CGF during the term of this
         agreement. The Company shall issue to CGF and/or its designees five
         year cashless warrants to purchase a number of shares equal to 10% of
         the number of shares issued in the Financing, exercisable at a price
         per share equal to the price paid by the investors in the Financing.
         The Company shall pay the placement fees due CGF upon each closing. In
         the event the Company refuses or otherwise fails to complete the
         Financing despite performance by CGF, if sufficient arrangements shall
         have been made by CGF so that the Financing contemplated hereby is in a
         position to be consummated, then




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         the Company shall pay to CGF a "break-up" fee as compensation for
         services and as liquidated damages, in lieu of any and all other
         damages, and in addition to any advances paid pursuant to this
         agreement, in the amount of fifty thousand dollars ($50,000).

3.       Cooperation. The Company and CGF shall cooperate with one another fully
         in order to consummate the Financing contemplated herein as
         expeditiously as practicable. In particular, the Company will prepare
         such offering and supporting materials as CGF may reasonable request.

         Further, on a monthly basis, The Company will provide to CGF financial
         information to include profit and loss statement and cash position and
         cash outflows in the previous month.

4.       Expenses. The Company agrees to pay or to reimburse CGF for all
         reasonable expenses related to the Financing (including CGF legal fees
         and expenses). All expenses in excess of $1,000 are to be approved in
         writing by the Company (except for legal fees and expenses up to
         $5,000). Upon execution of this engagement letter by the Company, the
         Company will pay the amount of $10,000 as a non-refundable advance
         against expenses.

5.       Confidentiality. CGF will not disclose to any other person, firm or
         corporation, nor use for its own benefit during or after the term of
         this agreement, any trade secrets or other information designated as
         confidential by the Company which is acquired by CGF in the course
         performing services hereunder. (A trade secret is information not
         generally known to the trade, which gives the Company an advantage over
         its competitors. Trade secrets can include, by way of example, products
         or services under development, production methods and processes,
         sources of supply customer lists, and marketing plans). Any financial
         advice rendered by CGF pursuant to this agreement may not be disclosed
         publicly in any manner without the prior written approval of CGF. At
         the conclusion of this engagement and upon request by the Company, CGF
         shall return all material deemed confidential, supplied by the Company
         and confirm that any and all copies of such material have been
         destroyed.

6.       Indemnification. The Company hereby agrees to indemnify, defend and
         hold harmless CGF and its affiliates, the respective directors,
         officers agents and employees of CGF and its affiliates and each other
         person, if any, controlling CGF or any of its affiliates from and
         against any losses claims, damages or liabilities (or actions,
         including shareholder actions, in respect thereof) arising out of the
         engagement of CGF by the Company pursuant to the terms hereof or in
         connection therewith, and will reimburse CGF, and any other party
         entitled to be indemnified hereunder for all expenses (including
         attorneys fees) threatened litigation in which CGF or any of its
         affiliates is a party. The Company will not, however, be responsible
         for any claims, liabilities, losses, damages or expenses, which have
         resulted from CGF's misconduct or gross negligence. The Company




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March 23, 2004


         also agrees that neither CGF, nor any of its affiliates, nor any person
         controlling CGF, or any of its affiliates, shall have any liability to
         the Company for or in connection with the engagement pursuant to the
         terms hereof, except for any such liability for losses, claims, damages
         or expenses incurred by the Company that result from CGF's misconduct
         or negligence. The foregoing agreement shall be in addition to any
         rights that CGF or any indemnified party may have at a common law or
         otherwise, including, but not limited to, any right to contribution.
         The Company hereby consents to personal jurisdiction, services of
         process and venue in any court in which any claim subject to this
         indemnification provision is brought against CGF or any other
         indemnified party, only with respect to any other claim that may be
         made against the Company. The obligation to indemnify CGF pursuant to
         the terms of this paragraph shall survive and remain in full force and
         effect following the completion of any transaction contemplated herein
         or the expiration or termination of this agreement. CGF herby agrees to
         indemnify, defend and hold harmless the Company and its affiliates, the
         respective directors, officers, agents and employees of the Company and
         its affiliates and each other person, if any, controlling the Company
         or any of its affiliates, from and against any losses, claims, damages
         or liabilities (or actions, including shareholder actions in respect
         thereof) incurred as a result of claims asserted by third parties
         arising out of misconduct or gross negligence of CGF in connection the
         engagement of CGF hereunder for all expenses (including attorneys fees)
         as they are incurred by the Company, or any other indemnified party in
         connection with investigating, preparing or defending any such action
         or claim, whether or not in connection with investigating, preparing or
         defending any such action or claim, whether or not in connection with
         pending or threatened litigation in which the Company, or any of its
         affiliates is a party. CGF agrees that neither the cCompany, nor any of
         its affiliates, nor any person for or in connection with CGF's
         engagement pursuant to the terms hereof, except for any liability for
         losses, claims, damages, liabilities or expenses that result from the
         Company's misconduct or gross negligence. The foregoing agreement shall
         be in addition to any rights that any indemnified party may have at
         common law or otherwise including, but not limited to any right of
         contribution. CGF hereby consents to personal jurisdiction, service of
         process and venue in any court in which any claim subject to this
         indemnification provisions brought against the company, or any other
         indemnified party, only with respect to any other claim that may be
         brought against CGF. CGF's obligation to indemnify the Company, and
         others pursuant to the terms of this paragraph shall survive and remain
         in full force and effect following the completion of any transaction
         contemplated herein or the expiration or termination of this agreement.
         Jurisdiction and Venue of any legal proceeding shall be governed by
         Paragraph 9.

7.       Operating Matters. Any transaction between the Company or any of its
         affiliates, on the one hand, and any other affiliates of any the
         officers, directors and controlling persons of the Company shall be on
         terms and conditions that are no less favorable to the Company, or any
         of its affiliates that the terms and conditions that would be available
         in dealings with independent third parties.





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March 23, 2004


8.       Governing Law. The internal laws of the State of Florida shall govern
         this agreement. Any dispute arising out of this agreement shall be
         adjudicated in the courts of the State of Florida or in the federal
         courts sitting in the Southern District of the State of Florida.

9.       Due Authority. The Company and CGF each represents to the other that it
         has due authority to enter into this agreement and that the officer
         executing this agreement has full authority to do so.

10.      If any legal action or other proceeding is brought in connection with
         the interpretation or enforcement of any of the provisions of this
         agreement, the prevailing party shall be entitled to recover its
         reasonable attorney's fees and other costs incurred in an action or
         proceeding in addition to any other relief to which the party may be
         entitled.

Please confirm that the foregoing correctly sets forth our understanding by
signing a copy of this letter where provided and returning it to us along with
payment of the expense advance referred to in paragraph 4 above, at your
earliest convenience.


Very truly yours,                                  Accepted and agreed:
CGF SECURITIES, LLC                                Biofield Corporation

By _________________________                       By___________________________
   Alan Jacobs                                       David M. Long Jr. M.D., PhD
   Chairman and CEO                                  Chairman and CEO



cc: Robert Giordano