AGREEMENT FOR CONSULTING SERVICES
This Agreement is made by and between CytoTherapeutics, Inc. (the "Company") and Dr. Edwin C. Cadman
(the "Consultant") as of September 2, 1996.
1. SERVICES. The Consultant shall provide to the Company the services set forth in Exhibit A/Item 1 in
accordance with the terms and conditions contained in this Agreement.
2. TERM. Unless terminated in accordance with the provisions of Section 8 below, the services provided by the
Consultant to the Company shall be performed during the period indicated in Exhibit A/Item 2. The anticipated
number of days per year during which the Consultant shall provide the consulting services set forth in Item 1
above is set forth in Exhibit A/Item 3; provided, however, that the actual number of days the Consultant shall
provide services shall be based upon the number of days necessary to accomplish the project set forth in Exhibit
A/Item 1. The Consultant shall coordinate his work efforts and report his progress regularly to the individual set
forth in Exhibit A/Item 4.
3. PAYMENT FOR SERVICE RENDERED. For providing the consulting services as defined herein, the
Company shall pay the Consultant the amount set forth in Exhibit A/Item 5. The Company shall reimburse the
Consultant for all approved expenses, including travel.
4. CONSULTANT'S WARRANTIES. The Consultant hereby warrants that no other person has rights to his
services in the specific areas described herein and that the Consultant is in no way compromising any rights or
trust relationships between any other party and the Consultant, or creating a conflict of interest or any possibility
thereof for the Consultant or for the Company.
5. NATURE OF RELATIONSHIP. The Consultant is an independent contractor and will not act as an agent
nor shall he be deemed an employee of the Company for the purposes of any employee benefit programs,
income tax withholding, FICA taxes, unemployment benefits or otherwise. The Consultant shall not enter into any