[CAPITAL GROWTH FINANCIAL LETTERHEAD]


June 21, 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 August 31, 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 $800,000 (with a 20% over allotment option)
in debt plus 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 $800,000 (with a 20% over
          allotment option) in one year, 12% (payable monthly) Promissory Notes
          plus shares of 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 $.20 per
          share. 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


                               CGF Securities, LLC
                       a Capital Growth Financial company
              225 NE MIZNER BLVD., SUITE 750 o BOCA RATON, FL 33432
                      TEL: 561-417-5680 o FAX: 561-417-5681
                              WWW.CGFSECURITIES.COM
                             (Member NASD/MSRB/SIPC)



Biofield Corporation
Page 2
June 21, 2004


          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 twenty five thousand dollars ($25,000).

     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).

     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





Biofield Corporation
Page 3
June 21, 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.

     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.




Biofield Corporation
Page 4
June 21, 2004


     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