EMPLOYMENT AGREEMENT





          This EMPLOYMENT AGREEMENT is made and entered into as of this 1st day

of October 2003, 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 MARK A. FAUCI, an individual

residing at 541 South Ocean Avenue, Patchogue, New York 11772 (the "Executive").





                              W I T N E S S E T H:



          WHEREAS, the Company desires to employ the Executive as President and

Chief Executive Officer 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

President and Chief Executive Officer and to perform and to serve the Company on

the terms and conditions hereinafter set forth; and



          WHEREAS, the Company is in the process of completing a reverse

acquisition transaction (the "Reverse Acquisition"), pursuant to which the

Company would sell all of its assets to a publicly-traded company ("Pubco"),

that would continue the medical device business of the Company, and Pubco wishes

to be assured that it will have the continued benefit of the services and advice

of the Executive by the assignment of this Agreement to Pubco effective at the

closing of the Reverse Acquisition.



          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 October 1, 2003 (the "Engagement Date"), and ending five years

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.



<PAGE>



      3. Duties; Authority; Director.



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

as President and Chief Executive Officer of the Company, shall faithfully and

competently perform such duties at such times and places and in such manner as

the Board of Directors of the Company (the "Board") may from time to time

reasonably direct. Except as otherwise may be approved in advance by the Board,

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 President and Chief Executive

Officer, in the operation of the Company's business, subject to the supervision

and authority of the Board.



       (c) Director. The Company shall cause the Executive to be nominated for

election to the Board for so long as the Executive remains the Company's

President and/or Chief Executive Officer.



      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 $180,000 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 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

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