This DISTRIBUTION AGREEMENT (“Agreement”) is made this 16 th day of February 2008 (the “Effective
Date”) by and between CytoCore, Inc. (“CytoCore”), a Delaware corporation whose principal address is 414
N. Orleans, Chicago 60610 and CoMedical, Inc. (“Distributor”), a Washington corporation whose principal
address is 7100 Roosevelt Way N.E., Seattle, WA 98115. Distributor and CytoCore may sometimes be
referred to herein individually as a “party” or collectively as the “parties.”
Whereas, CytoCore has developed and patented a particular device know as SoftPap ® (patent No.
6,475,164) approved by U.S. Food and Drug Administration on January 30, 2008;
Whereas, Distributor desires to be an exclusive distributor of the SoftPap ® device in accordance with the
terms and conditions of this agreement;
Whereas, Distributor has represented to CytoCore that it has a staff of highly trained sales representatives
who are capable of selling SoftPap ® to licensed medical service providers for consumer use; and,
Whereas Distributor has represented to CytoCore that is has sufficient capitalization to effectively market
SoftPap ® in the Area assigned to Distributor as set forth on schedule “A” hereto.
IN CONSIDERATION of the foregoing recitals (which are incorporated herein), mutual promises and
covenants contained herein the parties hereto agree as follows:
1. APPOINTMENT OF DISTRIBUTOR.
CytoCore hereby appoints Distributor as the Exclusive Distributor of the Products in the “Area” set forth on
Schedule “A” annexed hereto as of the Effective Date and such other products (if any) as may be added to the
Schedule by mutual agreement (“Products”). CytoCore may delete any Products from Schedule “A” at any
time at its sole discretion upon 30 days written notice to Distributor.
2 SUPPLY OF PRODUCTS
a. CytoCore or its designee shall sell and Distributor shall purchase such minimum quantities of Products (as ar