Gabriele M. Cerrone accepted his appointment as a director and Co-Chairman of the Board of Directors of Xenomics, Inc., a Florida corporation (the “Company”) on July 8, 2005. Mr. Cerrone was appointed to these positions in July 2004 under a Closing Agreement by and among the Company, Xenomics, a California corporation, L. David Tomei, Samuil Umansky, Hovsep S. Melkonyan, Kathryn P. Wilkie and Anatoly Lichtenstein.

Mr. Cerrone serves as a consultant to the Company pursuant to an agreement entered into on June 27, 2005. The term of the agreement is for three years with automatic renewal for successive one year periods unless either party gives notice to the other not to renew the agreement. The duties of Mr. Cerrone pursuant to the agreement consist of business development, strategic planning, capital markets and corporate financing consulting advice. Mr. Cerrone’s compensation under the agreement is $16,500 per month. In the event the agreement is terminated without cause or for good reason, Mr. Cerrone will receive a cash payment equal to the aggregate amount of the compensation payments for the then remaining term of the agreement. In addition, in such event, all unvested stock options will immediately vest and the exercise period of such options will be extended to the later of the longest period permitted by the Company's stock option plans or ten years following termination. In the event a change of control of the Company occurs, Mr. Cerrone shall be entitled to such compensation upon the subsequent termination of the agreement within two years of the change in control unless such termination is the result of Mr. Cerrone's death, disability or retirement or Mr. Cerrone’s termination for cause.