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<FILENAME>e1033421.txt

<DESCRIPTION>EMPLOYMENT AGREEMENT

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                              EMPLOYMENT AGREEMENT



         AGREEMENT, dated as of February 28, 2005, between OMNICORDER

TECHNOLOGIES, INC., a Delaware corporation (the "Company"), and the Executive

identified on Exhibit A attached hereto (the "Executive").



                              W I T N E S S E T H:



         WHEREAS, the Company desires to retain the services of the Executive

and to that end desires to enter into a contract of employment with him, upon

the terms and conditions herein set forth; and



         WHEREAS, the Executive desires to be employed by the Company upon such

terms and conditions;





         NOW, THEREFORE, in consideration of the premises and of the mutual

benefits and covenants contained herein, the parties hereto, intending to be

bound, hereby agree as follows:



1.  APPOINTMENT AND TERM



         Subject to the terms hereof, the Company hereby employs the Executive,

and the Executive hereby accepts employment with the Company, all in accordance

with the terms and conditions set forth herein, for a period commencing on the

date hereof (the "Commencement Date") and ending on the date (the "Expiration

Date") set forth in Exhibit A, unless the parties mutually agree in writing upon

a later date.



2.  DUTIES



         (a) During the term of this Agreement, the Executive shall be employed

in the position set forth in Exhibit A and shall, unless prevented by

incapacity, devote all of his business time, attention and ability during normal

corporate office business hours to the discharge of his duties hereunder and to

the faithful and diligent performance of such duties and the exercise of such

powers as may be assigned to or vested in him by the Board of Directors of





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the Company (the "Board"), such duties to be consistent with his position. The

Executive shall obey the lawful directions of the Board, and shall use his

diligent efforts to promote the interests of the Company and to maintain and

promote the reputation thereof. Beginning on the date of the commencement of his

employment, the Executive will be appointed as an interim member of the Board

and will be nominated to be elected to the Board at the next general meeting of

shareholders.



         (b) The Executive shall not during his term of employment (except as a

representative of the Company or with the consent in writing of the Board) be

directly or indirectly engaged, concerned or interested in any other business

activity (including, but not limited to, as an employee, consultant or

director), except through ownership of an interest of not more than 2% in any

entity that does not compete with the Company with the exception of Stinger

Industries LLC, (a/k/a Stinger Medical), provided it does not impair the ability

of the Executive to discharge fully and faithfully his duties hereunder.



         (c) Notwithstanding the foregoing provisions, the Executive shall be

entitled to serve in various leadership capacities in civic, charitable and

professional organizations. The Executive recognizes that his primary and

paramount responsibility is to the Company.



         (d) The Executive shall be based in Suffolk County, New York, or any

other location subsequently designated by the Board as the Company's

headquarters, except for required travel on the Company's business.



3.  REMUNERATION



         (a) As compensation for his services pursuant hereto, the Executive

shall be paid a base salary during the first year of his employment hereunder at

the annual rate set forth in Exhibit A. This amount shall be payable in equal

periodic installments in accordance with the usual payroll practices of the

Company.





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         (b) Except as provided above, in Exhibit A and in Sections 4 and 6

hereof, the Executive shall not be entitled to receive any additional

compensation, remuneration or other payments from the Company.

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