EMPLOYMENT AGREEMENT





         This EMPLOYMENT AGREEMENT is made and entered into as of this 9th day

of February, 2004, by and between OMNICORDER TECHNOLOGIES, INC., a Delaware

corporation with its principal place of business at 12-8 Technology Drive, East

Setauket, New York 11733 (the "Company") and LORING D. ANDERSEN, an individual

residing at 39 Jay Court, Northport, New York 11768 (the "Executive").





                              W I T N E S S E T H:



         WHEREAS, the Company desires to employ the Executive as Senior Vice

President of Operations & Planning and wishes to acquire and be assured of

Executive's continued services on the terms and conditions hereinafter set

forth;



         WHEREAS, the Executive desires to be employed by the Company as Senior

Vice President of Operations & Planning and to perform and to serve the Company

on the terms and conditions hereinafter set forth.



         NOW THEREFORE, in consideration of the mutual terms, covenants,

agreements and conditions hereinafter set forth, the Company and the Executive

hereby agree as follows:



     1. Employment. The Company hereby employs the Executive to serve as a

full-time executive of the Company, and the Executive hereby accepts such

employment with the Company, for the term set forth in Section 2 hereof. The

Executive's principal place of employment shall be at the Company's offices in

East Setauket, New York, or at such other location as shall be mutually

acceptable to the Executive and the Company (it being understood that an office

in Nassau County or Suffolk County shall be acceptable to the Executive). The

Executive hereby accepts such employment and agrees to undertake the duties and

responsibilities inherent in such position.



     2. Term. Unless earlier terminated as provided in this Agreement, the term

of the Executive's employment under this Agreement shall be for a period

beginning on February 9, 2004 (the "Engagement Date"), and ending one year

thereafter (such period or, if the Executive's employment hereunder is earlier

terminated, such shorter period, being hereinafter called the "Employment

Term"). The Employment Term may be extended for additional periods by mutual

agreement of the parties in writing.



     3. Duties; Authority; Director.





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         (a) Duties. During the Employment Term, the Executive shall be employed

as Senior Vice President of Operations & Planning, of the Company, shall

faithfully and competently perform such duties at such times and places and in

such manner as the President and CEO may from time to time reasonably direct.

Except as otherwise may be approved in advance by the President and CEO, and

except during vacation periods and reasonable periods of absence due to

sickness, personal injury, family leave as permitted by law, or other

disability, the Executive shall devote Executive's full time and attention

throughout the Employment Term to the services required of Executive hereunder.

The Executive shall render Executive's services exclusively to the Company

during the Employment Term and shall use Executive's best efforts, judgment and

energy to improve and advance the business and interests of the Company in a

manner consistent with the duties of Executive's position.



         (b) Authority. The Executive shall have all the usual and necessary

authority, duties and responsibilities of a Senior Vice President, in the

operation of the Company's business, subject to the supervision and authority of

the President & CEO.



     4. Salary and Other Compensation.



         (a) Salary. In consideration for the services of the Executive rendered

to the Company hereunder, the Company shall pay the Executive a salary at an

annual rate of $140,000 during the Employment Term (the "Base Salary"), payable

in accordance with the Company's customary payroll practices, which in no event

shall be less frequently than on a monthly basis, subject to an annual upward

adjustment as the President & CEO, the Board or the compensation committee

thereof may deem appropriate, but which in no event shall be less than a five

percent (5%) cumulative annual increase at each anniversary date of the

Engagement Date. The Executive shall also be eligible for annual bonuses, as the

Board or the compensation committee thereof may deem appropriate. Upon

termination of this Agreement, except if the Company terminates this Agreement

without Cause (as defined in Section 6), and except if the Executive terminates

his employment for Good Reason (as defined in Section 7), payments made pursuant

to this Section 4(a) shall cease; provided, however, that the Executive shall in

all cases be entitled to payments for periods or partial periods that occurred

prior to the date of termination and for which the Executive has not yet been

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