This Employment Agreement (the “Agreement”), dated and effective as of November 15, 2006 (the
“Effective Date”), is entered into by and between CYTOCORE, INC., with offices at 414 North Orleans Street,
Chicago, Illilonois 60610 (“Company”), and DR. AUGESTO OCANA, with offices at 20 Foxcroft Drive,
Princeton, New Jersey 08540 (the “Executive”).
In consideration of the mutual promises set forth below and other good and valuable consideration, the receipt
and sufficiency of which the parties acknowledge, the Company and Executive agree as follows:
1. Employment . The Company agrees to employ Executive and Executive accepts employment on the
terms and conditions set forth in this Agreement.
2. Employment Term. Commencing on the Effective Date, the Company agrees to employ Executive for
a term of three (3) years (“Term”), unless terminated earlier in accordance with Section 5 below. The period of
time for performance hereunder shall be referred to as the “Employment Period”.
3. Nature of Employment. During the Employment Period, Executive shall serve as Chief Executive
Officer and a member of the Board of Directors of the Company. Executive shall have all of the customary
powers and duties associated with these positions. Executive shall report to the Board of Directors of the
Company. Executive shall devote his full time and attention and best efforts to perform successfully his duties and
advance the Company’s interests; provided, however, the Company shall permit Executive to act as an
independent director of other corporations and engage in other professional and business endeavors so long
Executive’s duties in connection therewith do not (i) interfere with his duties and loyalties under this Agreement or
(ii) cause Executive to violate his obligations under Sections 6, 7 and 8 of this Agreement. Executive shall only
engage in such activities or endeavors if they are performed for a charitable organization