Consulting Services
Agreement
This consulting
services agreement (“Agreement”), made and entered into
on November 20, 2006, and effective as of the l
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 Future Wave Management, with its mailing
address of P.O. Box 1086, Del Mar, California 92914-1086 (the
“Consultant”).
The Consultant
provides a variety of financial and business consulting services as
part of his regular business with Future Wave Management, 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:
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1.
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Engagement and Scope of
Services .
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1.1
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Company hereby retains consultant
and Consultant agrees to provide to the Company the consulting
services which are more fully described below:
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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.
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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.
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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.
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1.2
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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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1 of 6
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here agreed
upon from month to month. The Company is also free to acquire
simitar services from any other party should it desire to do
so.
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2.
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Term of Agreement.
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2.1
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This Agreement shall supersede the
Agreement that is in place between CytoCore and Future Wave
Management, 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 r party to the other at least
thirty (30) days prior to the expiration date.
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2.2
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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.
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2.3
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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.
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3.
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Fees. Expenses, and
Payments.
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3.1
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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.
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3.2
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EMB
will also receive various grants of warrants to purchase CytoCore
stock. The warrant grants and their associated performance triggers
are listed in Addendum A attached hereto and made a part of. this
Agreement.
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3.3
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The
Company shall reimburse the Consultant for its out-of-pocket
expenses related
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