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 Lu acquire and be assured of

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

forth;



                WHEREAS, the Executive desires to he 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 terms 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 he 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.

                ----------------------------



                (a)   Duties. During (he 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



<PAGE>





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

at' 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 he 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 far 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 he entitled to payments for periods or partial periods that occurred

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