AGREEMENT

THIS AGREEMENT (this Agreement) is made and entered into this 22^nd day of April 2005 (the Effective Date), by and between Spectral Molecular Imaging, Inc., a Nevada corporation (Spectral), and David Wohlberg (the Employee).

WHEREAS, Spectral and the Employee desire to enter into a relationship whereby Spectral will employ the Employee, and the Employee will provide services as the President and Chief Operating Officer of Spectral pursuant to the terms and provisions contained herein;

NOW, THEREFORE, in consideration of the mutual promises set forth herein, Spectral and the Employee hereby agree as follows:

1. Services. The Employee agrees to provide to Spectral services in the capacity of Spectrals President and Chief Operating Officer (the Services). The Services will be those customarily performed by a president and chief operating officer for a company such as Spectral, and Employee shall be responsible for the day-to-day management of Spectral and the implementation of all policies and directives of Spectrals Board of Directors. The Employee will report directly to and be responsible to Spectrals Board of Directors. The Employee will perform the Services primarily at Spectrals office, and, if required in particular circumstances, from time to time at such other locations as the Board of Directors may reasonably request. The Employee shall perform the Services on a part-time basis during Spectrals normal business hours, spending a majority of his business time on Spectrals business.

2. Term. The term of this Agreement shall commence as of the April 22, 2005 and shall terminate on April 30, 2006, unless sooner terminated by the Employee or Spectral as set forth in Section 4 or 9 hereof.

3. Compensation.

3.1 Compensation. In consideration of the Services to be rendered hereunder, at such time as Spectral has raised at least $1.5 million of equity capital, Spectral shall pay the Employee a salary of $2,000 per month, effective immediately following Spectrals receipt of this equity capital; and at such time as Spectral has raised a cumulative total of at least $4.5 million of equity capital from its inception, Spectral shall increase Employees salary to $5,000 per month, effective immediately following Spectrals receipt of this equity capital.

3.2 Salary Payments. While this Agreement is in effect, Spectral will make all salary payments on the last day of each month and will withhold all income taxes, social security payments and other withholdings from each of the Employees paychecks and be responsible for making such payroll tax payments with respect to the Employee as required by applicable law. During the Term, Spectral will maintain workers compensation insurance for the benefit of the Employee, but will not be responsible for maintaining any health, disability or other insurance or benefits for the Employee. The salary provided for in Sections 3.1 and

3.2 and the option grant provided for by Section 4 shall be payment in full for all of the Services under this Agreement.

4. Stock Options. Employee shall receive a grant on the Effective Date of options to purchase 150,000 shares (based upon approximately 10,000,000 shares issued and outstanding, and proportionally adjusted for any splits and the like) of Spectral common stock, at an exercise price of $.35 per share (this exercise price reflecting the foregoing stock split to increase the outstanding shares of Spectrals common stock after its contemplated merger with a public company and financing). The options shall vest in four equal amounts quarterly, in advance, over the term of this Agreement (on May 1, 2005; August 1, 2005; November 1, 2005; and February 1, 2006), and shall provide for a seven-year exercise term.

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