CONSULTING AND SEVERANCE AGREEMENT
THIS CONSULTING AND SEVERANCE AGREEMENT (the " Agreement ") is dated as
of this 12
day of January, 2010 (the " Effective Date ") by and among ISORAY, INC., a Minnesota
corporation (" IsoRay ") and LORI WOODS (" Woods "). (IsoRay together with its subsidiary company IsoRay
Medical, Inc., a Delaware corporation (" Medical "), its subsidiary company IsoRay International LLC
( "International" ), and all of IsoRay's subsidiaries, including Medical and International, are referred to herein as
the " Company ".)
A. Woods has been employed by IsoRay pursuant to an executive employment
agreement, initially serving as Vice-President of Medical and now as Chief Operating Officer of IsoRay and has
served on the Disclosure Committee of the Company.
B. Woods has decided to voluntarily resign from her employment and service in all
capacities with IsoRay and all of its subsidiaries as of the Effective Date but has agreed to serve as a consultant
for a six month period ending August 1, 2010.
C. Woods agrees, subject to the terms and conditions of this Agreement, to make the
representations, warranties and covenants contained herein in exchange for the Company making certain
payments as described in Article I.
D. The parties hereto desire to mutually release each other from various obligations and
have agreed to enter into this Agreement for such purpose.
FINANCIAL TERMS; RESIGNATION
1.1. Resignation; Payments to Woods. Effective as of 5 p.m. (PDT) on January 31, 2010
(the " Resignation Date "), Woods shall resign from all positions as an employee and as a member of the
Disclosure Committee of the Company. Any press release announcing and the Form 8-K describing the event
shall refer to her departure as a "resignation" and not as a "termination" by the Company. All accrued expenses
incurred in accord with her duties as COO through the