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Consulting Services Agreement

Consulting Services Agreement

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Governing Law: Illinois     Date: 4/17/2007
Industry: Medical Equipment and Supplies     Sector: Healthcare

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Consulting Services Agreement

     This consulting services agreement (“Agreement”), made and entered into on November 20, 2006 and effective as of the 1 st day of December 2006, by and between CytoCore, Inc. with its principal place of business at 414 North Orleans Court, Suite 502 in Chicago, Illinois 60610 (the “Company”) and EBM, Inc., with his mailing address of 171 E. 90 th Street, Unit 4C, New York, New York 10128, telephone (212) 348-1880) (the “Consultant”).


     The Consultant provides a variety of financial and business consulting services as part of his regular business with EBM, Inc., and is ready, willing, and able to provide such consulting assistance to the Company on the terms and conditions set forth herein.

     The Company is in the process of developing a series of medical devices, drug delivery systems, and other cervical and uterine cancer related medical systems. In pursuit of its business strategy the Company desires to retain the services of the Consultant under the terms and conditions set forth herein.

      NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Company and the Consultant agree as follows:




Engagement and Scope of Services .








Company hereby retains consultant and Consultant agrees to provide to the Company the consulting services which are more fully described below:








Consulting with the Company’s Chief Executive Officer, Chief Financial Officer, Medical Advisory Board, other Officers, or other consultants related to or regarding certain business plans, operations, commercialization of medical devices or theories, and other business matters that fall within the Consultant’s area of expertise.








Consultant will have no authority or responsibility with regard to execution of any contract on behalf of the Company. Consultant is not an employee or officer of the Company.








Consultant will provide progress reports from time to time to the Company’s Chief Executive Officer. Consultant agrees to provide any such report in writing if so requested by the Company’s Chief Executive Officer.








This Agreement is a non-exclusive agreement. The Consultant is free to provide similar or different services to any other company or organization desiring his services, provided that the Consultant is able to provide the Company the services

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here agreed upon from month to month. The Company is also free to acquire similar services from any other party should it desire to do so.








Term of Agreement.








This Agreement shall supersede the Agreement that is in place between CytoCore and EBM, Inc. beginning on April 1, 2006 that has a twelve (12) month term. The term of this Agreement shall be for a period of twenty four (24) months from the date of execution, and shall terminate twenty four (24) months from signing date following written notice by one party to the other at least thirty (30) days prior to the expiration date.








This Agreement is subject to termination in the event of a material breach of any term hereof and the breaching party’s failure to cure such material breach to the non-breaching party’s reasonable satisfaction within ten (10) business days of written notice.








Within ten (10) business days of termination of this Agreement, Consultant shall submit to the Company an itemized invoice for any remaining unpaid fees or reimbursable expenses then due and owing under this Agreement. Company, upon receipt and payment of such final invoice shall thereafter have no further obligation for payment under this Agreement. Upon the termination of this Agreement other than the surviving obligation, if any, under Section 6.1 below and payment in full of all monies due and owed from Company to Consultant pursuant to this Agreement, Consultant shall promptly return to Company all copies of any Company data, information, documents, or other materials of any sort stored in any form whatsoever, including all materials incorporating any of the Company’s proprietary information.








Fees, Expenses, and Payments.








The Company shall pay Consultant a fee of Ten Thousand Dollars ($10,000.00) for each month it provides services to the Company. At such time as the Company has raised additional funding of Five Million Dollars ($5,000,000), the payment to Consultant shall be increased to Fifteen Thousand Dollars ($15,000.00) per month for the balance of the term of this Agreement.








EBM will also receive various g

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