This employment agreement (“Agreement”), made and entered into this 20 st day of November 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 Robert McCullough Jr., 227 South Ridgewood, Kentfield, CA 94904
McCullough provides a variety of financial and business services as part of his duties as Chief Financial
Officer for CytoCore, and is ready, willing, and able to provide such 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 McCullough 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 McCullough agree as follows:
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1. Engagement and Scope of Services .
1.1 Company hereby retains McCullough and McCullough agrees to provide to the Company the employment
services which are more fully described below:
Employment duties will involve but are not limited to interaction with the Company’s Chief Executive
Officer, Medical Advisory Board, other Officers, or consultants related to or regarding the Company’s
business plans, operations, commercialization of medical devices, and other business matters that fall within
McCullough’s area of expertise. McCullough will report directly to the Board of Directors and the Audit
Committee comprised of members of the Board of Directors
McCullough will be responsible for the financial accounting and reporting of the state of the Company’s
financial operations and condition in accordance with rules and regulations promulgated by regulator