-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, SvVRWME5M62aQtm9aC+X1wefaMlQSHrp8qm5/zBdxoItP9eqOFo1PUQIlD0m7E8N nUjMZQL6FkacOlw9MQyrCg== 0000769993-98-000323.txt : 19981230 0000769993-98-000323.hdr.sgml : 19981230 ACCESSION NUMBER: 0000769993-98-000323 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19981229 GROUP MEMBERS: GOLDMAN SACHS GROUP LP GROUP MEMBERS: GOLDMAN, SACHS & CO. GROUP MEMBERS: GS ADVISORS, L.P. GROUP MEMBERS: GS CAPITAL PARTNERS, L.P. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: BIOFIELD CORP \DE\ CENTRAL INDEX KEY: 0001007018 STANDARD INDUSTRIAL CLASSIFICATION: ELECTROMEDICAL & ELECTROTHERAPEUTIC APPARATUS [3845] IRS NUMBER: 133703450 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-45809 FILM NUMBER: 98777072 BUSINESS ADDRESS: STREET 1: 1225 NORTHMEADOW PARKWAY STREET 2: STE 120 CITY: ROSWELL STATE: GA ZIP: 30076 BUSINESS PHONE: 7707408180 MAIL ADDRESS: STREET 1: 1225 NORTHMEADOW PKWY STREET 2: SUITE 120 CITY: ROSWELL STATE: GA ZIP: 30076 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: GOLDMAN SACHS GROUP LP CENTRAL INDEX KEY: 0000904571 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] IRS NUMBER: 133501777 STATE OF INCORPORATION: NY FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 85 BROAD ST CITY: NEW YORK STATE: NY ZIP: 10004 BUSINESS PHONE: 2129021000 MAIL ADDRESS: STREET 1: 85 BROAD STREET CITY: NEW YORK STATE: NY ZIP: 10004 SC 13D/A 1 AMENDMENT NO. 5 TO SCHEDULE 13-D UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 AMENDMENT NO. 5 Biofield Corp. ----------------------------------------- (Name of Issuer) Common Stock, $0.001 par value ----------------------------------------- (Title of Class of Securities) 090591108 ----------------------------------------- (CUSIP Number) David J. Greenwald, Esq. Goldman, Sachs & Co. 85 Broad Street New York, New York 10004 (212) 902-1000 -------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) December 28, 1998 ----------------------------------------- (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rules 13d-1(e), 13d-1(f) or 13d-1(g), check the following box: [ ] Page 1 of 17 pages - -------------------------- CUSIP NO. 090591108 - -------------------------- - -------------------------------------------------------------------------------- 1. Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person Goldman, Sachs & Co. - -------------------------------------------------------------------------------- 2. Check the Appropriate Box if a Member of a Group (a) [ ] (b) [ ] - -------------------------------------------------------------------------------- 3. SEC Use Only - -------------------------------------------------------------------------------- 4. Source of Funds AF;WC;OO - -------------------------------------------------------------------------------- 5. Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [X] - -------------------------------------------------------------------------------- 6. Citizenship or Place of Organization New York - -------------------------------------------------------------------------------- Number of Shares 7. Sole Voting Power Beneficially Owned By 0 Each ------------------------------- Reporting 8. Shared Voting Power Person With 0 ------------------------------- 9. Sole Dispositive Power 0 ------------------------------- 10. Shared Dispositive Power 0 ------------------------------- 11. Aggregate Amount Beneficially Owned by Each Reporting Person 0 - -------------------------------------------------------------------------------- 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares [ ] - -------------------------------------------------------------------------------- 13. Percent of Class Representing by Amount in Row (11) 0.0% - -------------------------------------------------------------------------------- 14. Type of Reporting Person BD-PN-IA - -------------------------------------------------------------------------------- Page 2 of 17 pages - -------------------------- CUSIP NO. 090591108 - -------------------------- - -------------------------------------------------------------------------------- 1. Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person The Goldman Sachs Group, L.P. - -------------------------------------------------------------------------------- 2. Check the Appropriate Box if a Member of a Group (a) [ ] (b) [ ] - -------------------------------------------------------------------------------- 3. SEC Use Only - -------------------------------------------------------------------------------- 4. Source of Funds AF;OO - -------------------------------------------------------------------------------- 5. Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ] - -------------------------------------------------------------------------------- 6. Citizenship or Place of Organization Delaware - -------------------------------------------------------------------------------- Number of Shares 7. Sole Voting Power Beneficially Owned By 0 Each ------------------------------- Reporting 8. Shared Voting Power Person With 0 ------------------------------- 9. Sole Dispositive Power 0 ------------------------------- 10. Shared Dispositive Power 0 ------------------------------- 11. Aggregate Amount Beneficially Owned by Each Reporting Person 0 - -------------------------------------------------------------------------------- 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares [ ] - -------------------------------------------------------------------------------- 13. Percent of Class Representing by Amount in Row (11) 0.0% - -------------------------------------------------------------------------------- 14. Type of Reporting Person HC-PN - -------------------------------------------------------------------------------- Page 3 of 17 pages - ------------------------- CUSIP NO. 090591108 - ------------------------- - -------------------------------------------------------------------------------- 1. Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person GS Capital Partners, L.P. - -------------------------------------------------------------------------------- 2. Check the Appropriate Box if a Member of a Group (a) [ ] (b) [ ] - -------------------------------------------------------------------------------- 3. SEC Use Only - -------------------------------------------------------------------------------- 4. Source of Funds WC - -------------------------------------------------------------------------------- 5. Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ] - -------------------------------------------------------------------------------- 6. Citizenship or Place of Organization Delaware - -------------------------------------------------------------------------------- Number of Shares 7. Sole Voting Power Beneficially Owned By 0 Each ------------------------------- Reporting 8. Shared Voting Power Person With 0 ------------------------------- 9. Sole Dispositive Power 0 ------------------------------- 10. Shared Dispositive Power 0 ------------------------------- 11. Aggregate Amount Beneficially Owned by Each Reporting Person 0 - -------------------------------------------------------------------------------- 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares [ ] - -------------------------------------------------------------------------------- 13. Percent of Class Representing by Amount in Row (11) 0.0% - -------------------------------------------------------------------------------- 14. Type of Reporting Person PN - -------------------------------------------------------------------------------- Page 4 of 17 pages - -------------------------- CUSIP NO. 090591108 - -------------------------- - -------------------------------------------------------------------------------- 1. Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person GS Advisors, L.P. - -------------------------------------------------------------------------------- 2. Check the Appropriate Box if a Member of a Group (a) [ ] (b) [ ] - -------------------------------------------------------------------------------- 3. SEC Use Only - -------------------------------------------------------------------------------- 4. Source of Funds AF - -------------------------------------------------------------------------------- 5. Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ] - -------------------------------------------------------------------------------- 6. Citizenship or Place of Organization Delaware - -------------------------------------------------------------------------------- Number of Shares 7. Sole Voting Power Beneficially Owned By 0 Each ------------------------------- Reporting 8. Shared Voting Power Person With 0 ------------------------------- 9. Sole Dispositive Power 0 ------------------------------- 10. Shared Dispositive Power 0 ------------------------------- 11. Aggregate Amount Beneficially Owned by Each Reporting Person 0 - -------------------------------------------------------------------------------- 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares [ ] ------------------------------------------------------------------------------- 13. Percent of Class Representing by Amount in Row (11) 0.0% - -------------------------------------------------------------------------------- 14. Type of Reporting Person PN - -------------------------------------------------------------------------------- Page 5 of 17 pages AMENDMENT NO. 5 TO SCHEDULE 13D RELATING TO THE COMMON STOCK OF BIOFIELD CORP. GS Capital Partners, L.P. ("GSCP"), GS Advisors, L.P. ("GS Advisors, L.P."), Goldman, Sachs & Co. ("Goldman Sachs") and The Goldman Sachs Group, L.P. ("GS Group" and, together with GSCP, GS Advisors, L.P. and Goldman Sachs, the "Filing Persons")/1/ hereby amend and supplement the statement on Schedule 13D filed with respect to the common stock, par value $.001 per share (the "Common Stock"), of Biofield Corp., a Delaware corporation (the "Company"), as most recently amended by Amendment No. 4 thereto dated December 17, 1997 (as amended, the "Schedule 13D"). Unless otherwise indicated, all capitalized terms not otherwise defined herein shall have the same meanings as those set forth in the Schedule 13D. - --------------------- /1/Neither the present filing nor anything contained herein shall be construed as an admission that any Filing Person constitutes a "person" for any purposes other than Section 13(d) of the Securities Exchange Act of 1934. Page 6 of 17 pages Item 2 is hereby amended as follows: Item 2. Identity and Background. ------------------------ The name, business address, present principal occupation or employment and citizenship of each director and of each member of the executive committee of GS Corp. and GS L.L.C. and of each member of the executive committee of GS Group and Goldman Sachs are set forth in the amended Schedule I hereto, to read in its entirety as attached hereto, and are incorporated herein by reference. The name, business address, present principal occupation or employment and citizenship of each director and executive officer of GS Advisors, Inc., a Delaware corporation, that serves as the sole general partner of GS Advisors, L.P., are set forth in the amended Schedule II-B hereto, to read in its entirety as attached hereto, and is incorporated herein by reference. During the last five years, none of the Filing Persons, or to the knowledge of each of such Filing Persons, any of the persons listed on Schedule I or II-B hereto, (i) has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) except as set forth in Schedule III hereto, has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws, or finding any violation with respect to such laws. Item 3 is hereby amended as follows: Item 3. Source and Amount of Funds or Other Consideration. -------------------------------------------------- Pursuant to a stock repurchase agreement, dated as of December 28, 1998 (the "Repurchase Agreement"), by and among the Company and the Limited Partnerships, the Limited Partnerships sold all shares of Common Stock held by them to the Company for a total consideration of $100.00. A copy of the Repurchase Agreement is filed as Exhibit (10.1) as an attachment hereto. Item 4 is hereby amended as follows: Item 4. Purpose of Transaction. ----------------------- On December 28, 1998, the Limited Partnerships sold to the Company all shares of Common Stock held by them for a total consideration of $100.00. Page 7 of 17 pages Item 5 is hereby amended as follows: Item 5. Interest in Securities of the Issuer. ------------------------------------- (a) As of December 28, 1998, each of the Filing Persons, and each of the Limited Partnerships that is not a Filing Person, ceased to be the beneficial owner of any shares of Common Stock of the Company. (c) Except as described in Item 3 herein, no transactions in the Common Stock were effected by the Filing Persons, or, to the knowledge of any of the Filing Persons, any of the Limited Partnerships that is not a Filing Person or any of the persons listed on Schedule I or Schedule II-B hereto, during the period from October 29, 1998 through December 28, 1998. (e) As of December 28, 1998, each of the Filing Persons, and each of the Limited Partnerships that is not a Filing Person, ceased to be the beneficial owner of more than five percent of the Common Stock of the Company. Item 6 is hereby amended as follows: Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer. ---------------------------- Pursuant to a letter, dated December 28, 1998, and filed as Exibit (10.2) as an attachment hereto, Joseph H. Gleberman, a Managing Director of Goldman, Sachs & Co., resigned from the Board of Directors of the Company, effective December 28, 1998. Pursuant to the terms of the letter, Joseph H. Gleberman surrendered to the Company for cancellation all Initial Director Options and Additional Director Options to the Company granted him pursuant to the Option Agreement. Item 7 is hereby amended and restated in its entirety as follows: Item 7. Material to be Filed as Exhibits. --------------------------------- (10.1) Stock Repurchase Agreement, by and among the Company and the Limited Partnerships, dated December 28, 1998 (10.2) Letter, dated December 28, 1998, from Joseph H. Gleberman to the Company, evidencing his resignation from the Company's Board of Directors Page 8 of 17 pages SIGNATURE --------- After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: December 29, 1998 GOLDMAN, SACHS & CO. By:/s/ Roger S. Begelman ---------------------------------------- Name: Roger S. Begelman Title: Attorney-in-fact THE GOLDMAN SACHS GROUP,L.P. By:/s/ Roger S. Begelman ---------------------------------------- Name: Roger S. Begelman Title: Attorney-in-fact GS CAPITAL PARTNERS, L.P. By:/s/ Roger S. Begelman ---------------------------------------- Name: Roger S. Begelman Title: Attorney-in-fact GS ADVISORS, L.P. By:/s/ Roger S. Begelman ---------------------------------------- Name: Roger S. Begelman Title: Attorney-in-fact Page 9 of 17 pages SCHEDULE I ---------- The name of each director of The Goldman Sachs Corporation and The Goldman, Sachs & Co. L.L.C. and of each member of the executive committees of The Goldman Sachs Corporation, The Goldman Sachs & Co. L.L.C., The Goldman Sachs Group, L.P. and Goldman, Sachs & Co. is set forth below. The business address of each person listed below except John L. Thornton is 85 Broad Street, New York, NY 10004. The business address of John L. Thornton is 133 Fleet Street, London EC4A 2BB, England. Each person is a citizen of the United States of America. The present principal occupation or employment of each of the listed persons is as a managing director of Goldman, Sachs & Co. or another Goldman Sachs operating entity and as a member of the executive committee. Jon Z. Corzine Henry M. Paulson, Jr. Robert J. Hurst John A. Thain John L. Thornton Page 10 of 17 pages SCHEDULE II-B -------------- The name, position and present principal occupation of each director and executive officer of GS Advisors, Inc., the sole general partner of GS Advisors, L.P., which is the sole general partner of GS Capital Partners II, L.P., are set forth below. The business address for all the executive officers and directors listed below except Henry Cornell and Barry S. Volpert is 85 Broad Street, New York, New York 10004. The business address of Henry Cornell is 3 Garden Road, Hong Kong. The business address of Barry S. Volpert is 133 Fleet Street, London EC4A 2BB, England. All executive officers and directors listed below are United States citizens. Name Position Present Principal Occupation ----------------------------------------------------------------------------------------------------------- Richard A. Friedman Director/President Managing Director of Goldman, Sachs & Co. Terence M. O'Toole Director/Vice President Managing Director of Goldman, Sachs & Co. Elizabeth S. Cogan Treasurer Managing Director of Goldman, Sachs & Co. Joseph H. Gleberman Director/Vice President Managing Director of Goldman, Sachs & Co. Henry Cornell Vice President Managing Director of Goldman Sachs (Asia) L.L.C. Barry S. Volpert Director/Vice President Managing Director of Goldman Sachs International Eve M. Gerriets Vice President/Secretary Vice President of Goldman, Sachs & Co. David J. Greenwald Assistant Secretary Managing Director of Goldman, Sachs & Co. C. Douglas Fuge Assistant Treasurer Managing Director of Goldman, Sachs & Co. Katherine B. Enquist Vice President Vice President of Goldman, Sachs & Co. Page 11 of 17 pages SCHEDULE III ------------ In Securities and Exchange Commission Administrative Proceeding File No. 3-8282 In the Matter of Goldman, Sachs & Co., Goldman, Sachs & Co., (the "Firm"), without admitting or denying any of the SEC's allegations, settled administrative proceedings involving alleged books and records and supervisory violations relating to eleven trades of U.S. Treasury securities in the secondary markets in 1985 and 1986. The SEC alleged that the Firm had failed to maintain certain records required pursuant to Section 17(a) of the Exchange Act and had also failed to supervise activities relating to the aforementioned trades in violation of Section 15(b)(4)(E) of the Exchange Act. The Firm was ordered to cease and desist from committing or causing any violation of the aforementioned sections of the Exchange Act, pay a civil money penalty to the SEC in the amount of $250,000 and establish policies and procedures reasonably designed to assure compliance with Section 17(a) of the Exchange Act and Rules 17a-3 and 17a-4 thereunder. Page 12 of 17 pages INDEX OF EXHIBITS ----------------- (10.1) Stock Repurchase Agreement, by and among the Company and the Limited Partnerships, dated December 28, 1998 (10.2) Letter, dated December 28, 1998, from Joseph H. Gleberman to the Company, evidencing his resignation from the Company's Board of Directors Page 13 of 17 pages EXHIBIT 10.1 STOCK REPURCHASE AGREEMENT STOCK REPURCHASE AGREEMENT, dated as of December 28, 1998, between, on the one hand, GS Capital Partners, L.P. ("GS Capital") and its affiliates Stone Street Fund 1995, L.P., Stone Street Fund 1994, L.P., Bridge Street Fund 1995, L.P. and Bridge Street Fund 1994, L.P. (collectively with GS Capital, the "GS Funds"), and, on the other hand, Biofield Corp. ("Biofield"). The GS Funds collectively own 2,246,131 shares (the "Shares") of the common stock, par value $.001 per share ("Common Stock") of Biofield. The number of shares owned by each of the GS Funds are set forth on Schedule A attached hereto. The GS Funds wish to sell to Biofield, and Biofield wishes to purchase from the GS Funds, all of the Shares for an aggregate consideration of $100.00, upon the terms set forth herein. Accordingly, the parties agree as follows: 1. Sale and Purchase of the Shares. Simultaneously with the execution of this Agreement, each of the GS Funds hereby sells to Biofield, and Biofield hereby purchases from the GS Funds, the number of Shares set forth beside each of the GS Funds' names on Schedule A attached hereto, for an aggregate purchase price of $100.00 payable in cash or by check (the "Purchase Price"). Simultaneously with the execution of this Agreement, the GS Funds are delivering to Biofield stock certificates representing the Shares (or arranging for a DTC stock transfer with respect thereto), duly endorsed in blank or accompanied by stock powers duly executed in blank, in proper form for transfer, and with all appropriate stock transfer stamps affixed, and Biofield is paying the Purchase Price to GS Capital (as agent for all of the GS Funds). 2. Representations and Warranties of the GS Funds. Each of the GS Funds hereby represents and warrants to Biofield as follows: (a) This Agreement has been duly authorized, executed and delivered by it, and is a valid and binding obligation of it, enforceable against it in accordance with its terms. (b) It owns all of the Shares set forth beside its name on Schedule A free and clear of any lien, pledge, security interest or other encumbrance, and it is conveying to Biofield good and valid title to such Shares, free and clear of any lien, pledge, security or other encumbrance. (c) The execution and delivery of this Agreement by it will not violate the terms of any agreement, instrument, judgment, decree or statute to which it is subject. No consent, approval, permission or other authorization of or by, or designation, declaration, filing, registration or qualification with, any Federal or state court, administrative agency or other governmental authority is required by it in connection with the execution, delivery or performance of this Agreement. Page 14 of 17 pages 3. Representations and Warranties of Biofield. (a) Biofield hereby represents and warrants to the GS Funds that this Agreement has been duly authorized, executed and delivered by Biofield, and is a valid and binding obligation of Biofield, enforceable against Biofield in accordance with its terms. (b) The execution and delivery of this Agreement will not violate the terms of any agreement, instrument, judgment, decree or statute to which Biofield is subject. No consent, approval, permission or other authorization of or by, or designation, declaration, filing, registration or qualification with, any Federal or state court, administrative agency or other governmental authority is required by Biofield in connection with the execution, delivery or performance of this Agreement. 4. No Implied Representations. Except as specifically set forth in paragraph 2 and paragraph 3 above, no party hereto is making any express or implied representation or warranty to any other party in connection with this Agreement. 5. Resignation of Joseph H. Gleberman; Surrender of Stock Options. Concurrent with the execution of this Agreement, Joseph H. Gleberman is submitting his resignation, and the Company is accepting the resignation of Mr. Gleberman, from the Board of Directors of the Company and all committees thereof. In connection with such resignation and this Agreement, Mr. Gleberman is tendering to the Company for cancellation all of his options to acquire shares of Common Stock granted to him pursuant to the Biofield Corp. 1996 Stock Option Plan for Non-Employee Directors, and Mr. Gleberman is forfeiting all of his rights in and to such options. 6. Surrender of Rights as Stockholders upon Closing. Each of the GS Funds acknowledges and agrees that upon the delivery of and payment for the Shares in accordance with paragraph 1 above, the GS Funds thereby surrender all rights they have had as stockholders of Biofield (including, without limitation, voting rights and rights to receive distributions from Biofield). 7. Entire Agreement. This Agreement (i) contains the entire agreement among the parties with respect to the transaction contemplated hereby, (ii) supersedes all prior agreements, written or oral, with respect thereto, and (iii) may be amended only by a writing executed by all of the parties. 8. Governing Law. This Agreement shall be governed by and construed in accordance with the State of Delaware without giving effect to the principles of conflicts of law thereof. 9. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall constitute an original, but all of which taken together shall constitute one agreement. Page 15 of 17 pages IN WITNESS WHEREOF, the parties have executed this Agreement on the date first above written. GS CAPITAL PARTNERS, L.P. By: GS Advisors, L.P., its general partner GS Advisors, Inc., its general partner By: /s/ Katherine B. Enquist --------------------------------------- STONE STREET FUND 1995, L.P. By: Stone Street Value Corp., General Partner By: /s/ Katherine B. Enquist --------------------------------------- STONE STREET FUND 1994, L.P. By: Stone Street Funding Corp., General Partner By: /s/ Katherine B. Enquist --------------------------------------- BRIDGE STREET FUND 1995, L.P. By: Stone Street Value Corp., Managing General Partner By: /s/ Katherine B. Enquist --------------------------------------- BRIDGE STREET FUND 1994, L.P. By: Stone Street Funding Corp., Managing General Partner By: /s/ Katherine B. Enquist --------------------------------------- BIOFIELD CORP. By: /s/ D. Carl Long --------------------------------------- Name: D. Carl Long Title President and Chief Executive Officer SCHEDULE A HOLDER NUMBER OF SHARES GS Capital Partners, L.P. 2,021,523 Stone Street Fund 1995, L.P. 52,841 Stone Street Fund 1994, L.P. 54,860 Bridge Street Fund 1995, L.P. 59,463 Bridge Street Fund 1994, L.P. 57,444 Page 16 of 17 pages EXHIBIT 10.2 December 28, 1998 To the Board of Directors of Biofield Corp.: I, Joseph H. Gleberman, hereby resign, effective immediately, from my position on the Board of Directors of Biofield Corp. and all committees thereof. In addition, effective immediately, I hereby tender to the Company for cancellation all options to acquire shares of Common Stock granted to me pursuant to the Biofield Corp. 1996 Stock Option Plan for Non-Employee Directors, and I hereby forfeit all of my rights in and to such options. /s/ Joseph H. Gleberman ____________________________ Joseph H. Gleberman AGREED & ACCEPTED BIOFIELD CORP. /s/ D. Carl Long _________________________ D. Carl Long Page 17 of 17 pages
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