SECOND AMENDMENT TO EMPLOYMENT AGREEMENT
Second Amendment to the Employment Agreement dated as of November 15, 2006 (“Employment
Agreement”) by and between CYTOCORE, INC. (“Company”) and DR. AUGUSTO OCANA (“Ocana”).
The parties thereto agree as follows:
1. Commencing on December 1, 2007 Ocana shall be employed by the Company as its President of
International Operations. Ocana shall devote a substantial amount of his time and effort to develop a distribution
system for the Company’s products in Europe, Latin America and Asia.. Ocana shall identify reputable and
experienced European, Latin American and Asian distributors and upon authorization by the Company negotiate
the terms of distribution agreements with them, subject to the Company’s approval and execution of such
agreements (“Ocana Distributors”). The Ocana Distributors shall be assigned exclusive ‘Areas’ so that the major
markets in Europe, Latin America and Asia will be adequately served. The Company shall determine the Areas,
transfer pricing and minimum quantities acceptable to the Company to enter into any distribution agreements.
Upon execution of the distribution agreements, Ocana shall work with the Ocana Distributors on the Company’s
behalf to implement said agreements.
2. In that capacity, Ocana shall receive the following compensation:
(a) a commission of 3% of gross revenue received from the Ocana Distributors for Company products sold to
them. The Company may terminate any or all of the Ocana Distributors upon the Company’s determination that
such Distributor(s) are not producing sufficient sales in its Area, exhibiting poor payment history with the
Company or failing to maintain a 35% or greater profit margin on the Company’s sale of its products to such
Distributor(s). In addition, gross sales shall be reduced by refunds, returns or allowances, taxes and bad debts.
(b) The commission due on the sale of Company products to the Ocana Distributors shall be paid to Ocan