These securities were disposed of in connection with a certain Stock
Acquisition and Voting Agreement (the "Acquisition Agreement"), dated as of
March 30, 2006, by and between The XxXxx Group, Inc. ("Buyer"), Xx. Xxxxx X.
Xxxx, Xx. ("Xx. Xxxx"), Xxxxx X. Xxxx ("Xxx. Xxxx"), Xx. Xxxxxxx X. Xxxx
("Xxxxxxx Xxxx"), the Long Family Trust, dated December 30, 1997 (the "Trust")
and the Long Family Partners II LP ("Partners," or together with Xx. Xxxx, Xxx.
Xxxx, Xxxxxxx Xxxx, the Trust and Partners, the "Sellers"), by which an
aggregate of 6,864,194 shares of Biofield Corp. Common Stock, in addition to
$2,000,000 of debt (comprising principal and interest) owed to the Sellers by
the Biofield Corp. were tranferred to Buyer. Pursuant to the Acquisition
Agreement, Sellers are entitled to receive a royalty equal to one (1%) of net
sales generated by worldwide sales of Biofield products over a three year
period. In addition, Buyer is required to make reasonable best efforts to cause
Biofield Corp. to convert the assigned debt into shares of Biofield Corp.'s
Common Stock ("Converted Shares") at a price of $.05 per share. Upon any
conversion, the Buyer is entitiled to retain 51% of the Converted Shares plus
such additional number of Converted Shares so that Buyer would hold 51% of the
Common Stock issued and outstanding (on a fully-diluted basis) immediately prior
to the time of conversion. Any remaining Converted Shares are to be transferred
to the Sellers. If the Buyer fails to convert the debt within ninety (90) days,
the Buyer is required to re-assign the debt to the Sellers. In addition,
pursuant to the Acquisition Agreement, to the extent that any other debt owed to
the Sellers by Biofield Corp. is converted into shares of Common Stock, the
Sellers agreed to transfer 51% of such shares to the Buyer. In connection with
the sale, Xx. Xxxx entered into a certain Consulting Agreement dated as of March
30, 2006 with Buyer, by which terms he would be entitled to receive a lump sum
payment of $60,000 upon each anniversary of such agreement. The Consulting
Agreement has a term of three (3) years.
