ELECTRO-OPTICAL SCIENCES, INC. CONSULTING AGREEMENT

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EXHIBIT 10.6

ELECTRO-OPTICAL SCIENCES, INC.

CONSULTING AGREEMENT

This Consulting Agreement (this "AGREEMENT") is made as of May 31,

2005, between Electro-Optical Sciences, Inc., a Delaware corporation with its

principal office at 3 West Main Street, Suite 201, Irvington, New York 10533

(the "COMPANY"), and Marek Elbaum, Ph.D. ("CONSULTANT"), residing at 79

Beechdale Road, Dobbs Ferry, New York 10533.

WHEREAS, the Company and Consultant agree that it is in both of

their best interests for Consultant to resign as a director and as Chief Science

and Technology Officer of the Company; and

WHEREAS, the parties desire to terminate the Employment Agreement

between the parties dated as June 20, 2003, as amended as of January 5, 2004,

and to enter into this Agreement in order to assure the Company of the services

of Consultant and to set forth the services and compensation of Consultant, all

upon the terms and conditions hereinafter set forth.

NOW, THEREFORE, in consideration of the foregoing and of the mutual

promises, representations and covenants contained herein, the Company and

Consultant agree as follows:

1. Position and Duties. The Company shall retain Consultant, and

Consultant shall serve, as the Company's Chief Scientist. Consultant shall

perform such services and functions customary with such position, including

without limitation advice on integration of product development, mentoring and

advising staff scientists, providing new product vision, supporting research and

development, and such other similar services as shall from time to time be

assigned to him by the Chief Executive Officer or the Chief Executive Officer's

designee (collectively, "MANAGEMENT").

Except as may be expressly otherwise consented to in writing by

Management, Consultant will use his best efforts to promote the interests of the

Company and devote a majority of his business time and energies to the business

and affairs of the Company. Without the prior consent of Management, which

consent shall not be unreasonably withheld, Consultant shall not, directly or

indirectly, as owner, partner, joint venturer, stockholder, Consultant,

corporate officer or director, engage or become financially interested in, or be

concerned with any other duties or pursuits which interfere with the performance

of the services described hereunder, or which even if noninterfering, may be

inimical or contrary to the best interests of the Company. Notwithstanding the

foregoing, Consultant's ownership of securities of a public company engaged in

competition with the Company's business not in excess of two percent (2%) of any

class of such securities shall not be considered a breach of the covenants set

forth in this Paragraph 1.

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2. Term. Unless terminated earlier pursuant to Paragraph 5 of this

Agreement the term of this Agreement will commence on the date hereof and

continue for a period of two (2) years (the "INITIAL TERM") and be automatically

renewed for an additional one (1) year period unless either Consultant or the

Company determine that this Agreement shall not be extended for such one (1)

year period (the "RENEWAL TERM"). Consultant shall be entitled to a $100,000

lump sum payment payable by the Company upon such determination.

3. Place of Performance. Consultant's services hereunder shall be

primarily performed in the Metropolitan New York area at a location or locations

determined by Management. From time to time, at the discretion of Management,

Consultant shall be required to work at other locations determined by the

Company, and to attend business meetings, presentations and the like requiring

business travel, as shall be reasonably necessary to perform the services

contemplated hereunder.

4. Compensation.

(a) Fee. As compensation for services rendered under this Agreement,

Consultant shall receive a monthly fee of $14,583.33 which shall be

payable in installments as determined by the Company, but not less

frequently than once a month (the "FEE"). The Fee shall be paid without

withholding and Consultant shall be responsible for all taxes payable with

respect to the Fee.

(b) Expenses. Consultant is authorized to incur reasonable expenses

in connection with conducting and promoting the business and affairs of

the Company, including reasonable expenses for travel and similar items,

subject to such limitations and restrictions set by Management from time

to time. Consultant will be reimbursed for reasonable out of pocket

expenses actually incurred by him in furtherance of services rendered

under this Agreement. Such expenses shall be reimbursed on a bi-weekly or

other regular basis not less frequently than the Company's employees are

reimbursed generally, to be determined in the Company's sole discretion,

upon presentation by Consultant of an itemized account of such

expenditures, consistent with policies and procedures established by

Management, together with such receipts or other evidence as the Company

shall require for tax or accounting purposes.

5. Termination.

(a) Termination by the Company for Cause. The Company may terminate

Consultant's services at any time, without notice, for "CAUSE".

Termination by the Company for "Cause" shall mean termination based upon:

(a) the conviction of Consultant of, or entry by Consultant of a plea of

guilty or no contest to, any felony, fraud, misappropriation or

embezzlement or other crime of moral turpitude; (b) the conviction of

Consultant of, or entry by Consultant of a plea of guilty or no contest

to, any crime or offence involving money or other property of the Company;

(c) failure by Consultant to materially perform the services described in

this Agreement or materially perform or observe any of the terms and

provisions of this Agreement in a manner reasonably satisfactory to

Management and the Board of Directors of the Company, and failure to cure

such misconduct or default within thirty (30) days of receipt of written

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notice from the Company stating the nature of the misconduct or default in

reasonable detail (provided that such thirty day notice shall not apply in

the case of a failure to materially perform or observe any of the terms

and provisions of Section 6 or 7 of this Agreement); or (d) willful or

purposeful misconduct on the part of Consultant that is, or that will be

if continued, materially and demonstrably damaging or detrimental to the

Company, financial or otherwise. In the event the Company terminates

Consultant pursuant to this Section, Consutant shall not be entitled to

receive any payment pursuant to this Agreement other than accrued but

unpaid fees under Section 4 hereof.

(b) Termination by the Company for Financial Hardship. In the event

that the company experiences severe financial hardship then the Company

and Consultants shall renegociate the terms of this agreement at such time

based on the then current circumstances. Severe financial hardship shall

be determined the Company's Board of Directors in its reasonable

discretion. In the event the Company terminates Consultant pursuant to

this Section, Consutant shall not be entitled to receive any payment

pursuant to this Agreement other than accrued but unpaid fees under

Section 4 hereof. This Section shall have no further force and effect upon

consummation by the Company of an offering or a securities offering

producing not less than $10,000,000 in gross proceeds.

(c) Termination by the Company upon Death or Disability. If

Consultant shall die or become "Permanently Disabled" during the term of

this Agreement, this Agreement and all compensation hereunder shall

terminate, except the $100,000 termination payment provided in Section 2.

For the purposes of this Agreement, Consultant shall be deemed to be

"PERMANENTLY DISABLED" if, during the Initial Term or the Renewal Term,

because of ill health, physical or mental disability, or for other causes

beyond Consultant's control, Consultant shall have been unable or

unwilling, or shall have failed to perform his duties hereunder for either

sixty (60) consecutive days or a total period of ninety (90) days in any

twelve-month period during the term of this Agreement whether consecutive

or not. Notwithstanding anything to the contrary contained herein, during

any period that Consultant fails to perform his duties hereunder as a

result of his disability (but prior to the termination of this Agreement

as a result of such disability), (i) Consultant shall continue to receive

his monthly fee, provided that payments made to Consultant pursuant to

this Section 6 shall be reduced by the sum of the amounts, if any, payable

to Consultant at or prior to the time of any such payment under any

disability benefit plan or program to which Consultant is entitled, and

(ii) the Company shall have the right to hire or engage any other

individual or individuals to perform such duties and functions as the

Company shall desire, including those duties heretofore performed by

Consultant.

6. Protection of Confidential Information. Consultant hereby

covenants and agrees that all of the terms, conditions and provisions relating

to inventions, non-discl