SONTRA MEDICAL CORPORATION



                     AGREEMENT TO AMEND EMPLOYMENT AGREEMENT

                 AND ENTER INTO INDEPENDENT CONTRACTOR AGREEMENT



         THIS AGREEMENT TO AMEND EMPLOYMENT AGREEMENT AND ENTER INTO INDEPENDENT

CONTRACTOR AGREEMENT ("Agreement") dated November 1, 2002 (the "Effective Date")

is made between Sontra Medical Corporation and its affiliates, successors,

assigns and duly authorized representatives (the "Company") and Joseph Kost (the

"Contractor"), for the purpose of setting forth the exclusive terms and

conditions by which the Company and Contractor desire to (i) amend that certain

Employment Agreement dated June 12, 2001 entered into by and between the Company

and Joseph Kost (the "Employment Agreement") and (ii) acquire Contractor's

services on a temporary basis.



         In consideration of the mutual obligations specified in this Agreement,

the parties, intending to be legally bound hereby, agree to the following:



         1.       Amendment of Employment Agreement: The parties hereby amend

the Employment Agreement by deleting paragraph 3.1 of the Employment Agreement

and replacing it with the following:



                  "3.1. Base Salary. The Executive's salary, effective as of

         November 1, 2002, shall be paid at a rate of $10,000.00 per month

         (annualized compensation of $120,000.00) (the "Base Salary"). The Base

         Salary shall be payable in accordance with the customary payroll

         practices of the Company as may be established or modified from time to

         time. The Board of Directors in its sole discretion may adjust the

         Executive's salary at any time. All payments shall be subject to all

         applicable federal, state and/or local payroll and withholding taxes."



         Except as expressly set forth above, all terms and conditions of the

Employment Agreement shall remain in full force and effect until January 1,

2003, at which time the parties expressly agree to rescind the Employment

Agreement in its entirety. As such, as of January 1, 2003, the parties agree

that the Employment Agreement will be of no further force and effect. In

rescinding the Employment Agreement, the parties acknowledge and agree that the

terms and conditions of the Employment Agreement and all obligations arising

from such terms and conditions, including any obligations intended to survive

the termination of such Employment Agreement, will no longer be enforceable as

of January 1, 2003. The parties further agree, however, that effective January

1, 2003, Joseph Kost shall commence providing Services (as defined herein) to

the Company pursuant to the remainder of this Agreement as an Independent

Contractor. As such, all remaining provisions of this Agreement are effective on

January 1, 2003.



         2.       Services:



         (a)      Company hereby retains Contractor, and Contractor hereby

agrees to perform for Company, certain services assigned to Contractor by the

Company in the Company's sole discretion, including, but not limited to,

rendering scientific advice and counsel to the Company in the



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"Consulting Field", wherein "Consulting Field" is defined as any and all

applications in ultrasound enhanced diagnostics and transdermal drug delivery

(collectively the "Services"):



         (b)      Contractor agrees to keep Company updated, promptly upon

Company's request, of any progress, problems, and/or developments of which

Contractor is aware regarding the Services. Company shall have the right to

require such updates in writing from Contractor in a format specified by Company

or acceptable to Company in its sole discretion.



         3.       Consideration/Compensation:



         (a)      In exchange for the full, prompt, and satisfactory performance

of all Services to be rendered to Company hereunder (as determined by the

Company), Company shall provide Contractor, as full and complete compensation

for the Services rendered hereunder, compensation consisting of (i) cash at a

rate of $10,000.00 per month (annualized compensation of $120,000.00), unless

and until directed otherwise in writing by the Chief Executive Officer of the

Company. Contractor shall invoice Company on a monthly basis setting forth in

detail the Services performed by Contractor. Company shall remit payment to

Contractor within a reasonable time thereafter. Failure by Contractor to submit

a detailed invoice shall be grounds for Company to withhold any and all

compensation.



         (b)      Contractor shall not be entitled to receive any other

compensation or any benefits from Company. Except as otherwise required by law,

Company shall not withhold any sums or payments made to Contractor for social

security or other federal, state or local tax liabilities or contributions, and

all withholdings, liabilities, and contributions shall be solely Contractor's

responsibility. Further, Contractor understands and agrees that the Services are

not covered under the unemployment compensation laws and are not intended to be

covered by workers' compensation laws.



         4.       Nondisclosure:



         (a)      Contractor understands that, in connection with his engagement

with Company, he may receive, produce, or otherwise be exposed to Company's

Confidential Information, which is defined as any information concerning the

organization, business or finances of the Company or of any third party which

the Company is under an obligation to keep confidential and that is maintained

by the Company as confidential. Such Confidential Information shall include, but

is not limited to, trade secrets or proprietary or confidential information

respecting existing and future products and services, inventions, designs,

methods, formulas, drafts of publications, research, know-how, techniques,

systems, databases, processes, software programs or code, developments or

experimental work, works of authorship, customer lists and/or customer

information, business plans, marketing plans, financial information, sales

techniques, projects, the Company's salary and/or pay rates, other Company

personnel information, and all other plans and proposals.



         (b)      Contractor acknowledges that the Confidential Information is

the Company's sole, exclusive and extremely valuable property. Accordingly,

Contractor agrees to segregate all Confidential Information from information of

other companies and agrees not to reproduce any Confidential Information without

Company's prior written consent, not to use the Confidential Information except

in the performance of this Agreement, and not to divulge all or any part of the

Confidential Information in any form to any third party, either during or after

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