CONSULTING
AGREEMENT

      

      
         

        This
agreement ("Agreement") is made and entered into this 27th day of July 2009,
between Lixte Biotechnology Holdings, Inc. (LIXT), a Delaware corporation ("the
Company") and Pro-Active Capital group, LLC., a Delaware corporation (the
"Consultant").

      

      
         

        In
consideration of and for the mutual promises and covenants contained herein, and
for other good and valuable consideration, the receipt of which is hereby
acknowledged, the parties hereto agree as follows:

      

      
         

        1.           Purpose. The Company
hereby retains the Consultant on a non-exclusive basis during the term specified
to render consulting advice to the Company as the Company may reasonably request
upon the terms and conditions as set forth herein.

      

      
         

        2.           Term and
Compensation. This Agreement shall be effective commencing on the date
first written above for a period of twelve (12) months (the "Engagement
Period"). The Company agrees to provide to Consultant as full compensation One
Hundred Fifty Thousand (150,000) shares of restricted common stock, due upon
signing, and three year warrants ("Warrants") to purchase an aggregate of
150,000 shares, with warrants to purchase the number of shares at the per share
exercise prices as follows: 50,000 shares $0.75, 50,000 shares at $1.00 and
50,000 shares at $1.25. The Warrants will contain a cashless exercise feature.
All compensation shall be unencumbered and non-assessable.

      

      
         

        3.           Duties of Consultant.
During the term of this Agreement, the Consultant will provide the Company with
such regular and customary non-exclusive consulting advice as is reasonably
requested by the Company, provided that the Consultant shall not be required to
undertake duties not reasonable within the scope of the consulting advisory
services contemplated by this Agreement. In performance of these duties, the
Consultant shall provide the Company with the benefits of its best judgment and
efforts. It is understood and acknowledged by the parties that the value of the
Consultant's advice is not measurable in any quantitative manner, and that the
Consultant shall not be obligated to spend any specific amount of time doing so.
The Consultant's duties may at the direction of the Company include, but not
necessarily be limited to on a non-exclusive basis:

      

       

      
        
          	
                	
                  

                    ·

                  

                	
                  Provide
      research coverage by a highly-qualified, industry-recognized analyst, on
      LIXT, including an initial report and 4 quarterly
  updates;

                


        

      

      
         

        
          	
                	
                  

                    ·

                  

                	
                  Establish
      and develop LIXT's Corporate Social Media presence, and assist in gaining
      website exposure and coverage on a group of effective and relevant
      financial blogs and websites;

                


        

      

      
         

        
          	
                	
                  

                    ·

                  

                	
                  Enhance
      LIXT's visibility to the institutional, retail brokerage and on-line
      trading communities

                


        

      

      
         

        
          	
                	
                  

                    ·

                  

                	
                  Organize,
      or assist in the organization, of investor "road-shows" or presentations,
      in coordination with LIXT and any other parties involved in the effort to
      enhance visibility of
LIXT.

                


        

      


      
        
           


        

        
           


          
            

          

        

        
           


        

      

      
         

        
          	
                	
                  

                    ·

                  

                	
                  It
      is expressly understood that no actual or express authority on behalf of
      the Company is granted by the Company hereunder to
    Consultant.

                


        

      

      
         

        4.           Relationships with
others. The Company acknowledges that the Consultant or its affiliates is
in the business of providing, among other things, financial advisory service
(but not capital raising or market making activities as broadly construed in SEC
Release No. 7646) and consulting advice (of all types contemplated by this
Agreement) to others. Nothing herein contained shall be construed to limit or
restrict the Consultant in conducting such business with respect to others, or
in rendering such advice to others. In connection with the rendering of services
hereunder, Consultant has been or will be furnished with confidential
information concerning the Company including, but not limited to, financial
statements and information, cost and expense date, production data, trade
secrets, marketing and customer data, and such other information not generally
obtained from public or published information or trade sources. Such information
shall be deemed "Confidential Material" and, except as specifically provided
herein, shall not be disclosed or used for any purpose by Consultant or its
employees without prior written consent of the Company except as expressly
provided herein. In the event Consultant is required by applicable law or legal
process to disclose any of the Confidential Material, it is agreed that
Consultant will deliver to the Company immediate notice of such requirement
prior to disclosure of same to permit the Company to seek an appropriate
protective order and/or waive compliance of this provision. If, in the absence
of a protective order or receipt of written waiver, Consultant is nonetheless,
by court order, compelled to disclose any Confidential Material, Consultant may
do so without liability hereunder provided that notice of such prospective
disclosure is delivered to the Company at least five (5) days prior to actual
disclosure. Following the termination of this Agreement, Consultant shall
deliver to the Company all Confidential Material. Neither party hereto will
issue any public announcement concerning this Agreement without the approval of
the other party, provided however that nothing shall prevent the Company from
fulfilling its obligations to disclose the contents of this Agreement with the
U.S. Securities & Exchange Commission (the "SEC").

      

      
         

        5.           Consultant's
Liability. The Consultant agrees to defend, indemnify, and hold the
Company, its officers, directors, employees, advisors, attorneys and Consultants
harmless from and shall indemnify the foregoing persons and entities against any
and all costs, expenses and liability (including reasonable attorney's fees paid
in connection with the investigations and/or the defense of the such entities
and persons) which may in any way result from a breach of any representation,
warranty or covenant made by Consultant or from any services rendered by the
Consultant pursuant to or in any connection with this
Agreement.

      

      
         

        6.           Expenses. The
Company, upon receipt of appropriate supporting documentation, shall reimburse
the Consultant for any and all reasonable and actual out-of-pocket expenses
incurred in connection with services provided to the Company, subject in each
case to prior written approval of the Company.

      

      
         

        7.           Limitation Upon the Use of
Advice and Services.

      

      
         

        (a)       No
person or entity, other than the Company or any of its subsidiaries or directors
or officers of each of the foregoing, shall be entitled to make use of or rely
upon the advice of the Consultant to be given hereunder.

      


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      
        (b)       Use
of the Consultant's name in annual reports or any other report of the Company or
releases by the Company must have the prior approval of the Consultant (which
consent shall not be unreasonably withheld) unless the Company is required by
law to include Consultant's name in such annual reports, other report or release
of the Company, in which event Consultant will be furnished with copies of such
annual reports or other reports or releases using Consultant's name in advance
of publication by the Company.

      

      
         

        8.           Severability. Every
provision of this Agreement is intended to be severable. If any term or
provision hereof is deemed unlawful or invalid for any reason whatsoever, such
unlawfulness or invalidity shall not affect the validity of this Agreement. At
the sole discretion of the Company, this agreement may be terminated upon a
ninety (90) day written notice. If said termination is due to cause or breach of
this agreement, thirty (30) days advance written notice will be given by Company
to Consultant.

      

      
         

        9.           Representations and
Warranties of Consultant.

      

      
         

        Consultant
makes the following representations and warranties to the
Company:

      

      
         

        (a)           The
Consultant shall not make any statements about the Company, in any capacity,
without the express prior approval of the Company, unless such statement is
clearly marked as an opinion of the Consultant, which the Company has not
reviewed and for which the Company bears no responsibility.

      

      
         

        (b)           Consultant's
activities and operations fully comply with all applicable state and federal
securities laws and regulations, and for the period of time that Consultant
holds any position in the common stock of the Company, it will promptly disclose
to the Company any future alleged change in the status of this
representation.

      

      
         

        (c)           Consultant
understands that, as a result of its services, it may come to possess material
non-public information about the Company, and that it has implemented internal
control procedures designed to reasonably insure that it, and none of its
employees, Consultants, Consultants or affiliates, trade in the securities of
client companies while in possession of material non-public
information.

      

      
         

        10.         Miscellaneous.

      

      
         

        (a)       Any
notice or other communication between parties hereto shall be sufficiently given
if sent by certified or registered mail, postage prepaid, or faxed and confirmed
if to the Company, addressed to it at:

      

      
         

        Lixte
Biotechnology Holdings, Inc.
248 Route
25A, No. 2 East Setauket,
NY 11733
Fax:

      


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      
        if to
consultant:

         

      

      
        Pro-Active
Capital Group, LLC
50 Broad
Street, Suite 1437
New York,
New York 10004
Fax:(646)315-7080

      

      
         

        Such
notice or other communication shall be deemed to be given on the date of
receipt.

      

      
         

        (b)          
   If the Consultant shall cease to do business, the provisions hereof
relating to duties of the Consultant and all compensation to be paid by the
Company as it applies to the Consultant shall thereupon terminate and cease to
be in effect.

      

      
         

        (c)        
     This Agreement embodies the entire agreement and
understanding between the Company and the Consultant and supersedes any and all
negotiations, prior discussions and preliminary and prior agreements and
understandings related to the central subject matter hereof.

      

      
         

        (d)        
     This Agreement has been duly authorized, executed
and delivered by and on behalf of the Company and the
Consultant.

      

      
         

        (e)        
     The validity, interpretation, and construction of
this Agreement will be governed by the laws of the State of New York applicable
to contracts entered into and performed entirely with said state without regard
to the principles of conflict of laws. Notwithstanding anything contained herein
to the contrary, nothing contained herein shall prevent either party from
initiating a civil action for temporary or permanent injunctive and other
equitable relief against the other for breach of this Agreement. The parties
expressly consent to the jurisdiction and venue of the Supreme Court of the
State of New York, County of New York and the United States District Court for
the Southern District of New York for the adjudication of any civil action
asserted pursuant to this Paragraph.

      

      
         

        (f)         
    There is no relationship or partnership, agency,
employment, franchise, or joint venture between the parties. Neither party has
the authority to bind the other or incur any obligation on its
behalf.

      

      
         

        (g)      
      This Agreement and the rights hereunder may
not be assigned by either party (except by operation of law or merger) and shall
be binding upon and inure to the benefit of the parties and their respective
successors, assigns and legal representatives.

      

      
         

        (h)            
 Consultant is not a party to any proceeding or action which would prevent
it from performing services pursuant to this Agreement.

      


      
        
           


        

        
           


          
            

          

        

        
           


        

      

      
         

        IN WITNESS WHEREOF, the parties hereto
have executed this Agreement as of the date hereof.

      

      
         

      

      
        
          
            
              	
                      PRO-ACTIVE
      CAPITAL GROUP, LLC.

                    
	 
      	 
      
	
                      By:

                    	
                      JEFFREY S. RAMSON

                    
	 
      	
                      Jeffrey
      S. Ramson, President

                    
	 
      	 
      
	
                      LIXTE
      BIOTECHNOLOGY HOLDINGS, INC.

                    
	 
      	 
      
	
                      By:

                    	
                      JOHN S. KOVACH

                    
	 
      	
                      Dr.
      John S. Kovach, M.D.,
CEO