CONSULTING AGREEMENT


 


This Consulting Agreement (“Agreement”)
is between SpectraScience, Inc. ("Spectra") with offices at 11568 Sorrento Valley Rd., Suite 11, San Diego, CA 92121
and Lowell W. Giffhorn, (“Consultant”).


 


RECITALS


 


A.SPECTRA develops
and sells medical device products and is preparing for a clinical trial in Europe and completing development of a family of disposables
and desires executive management and consulting services with respect to its financial records and reporting.


 


B.Consultant is
experienced with respect to the matters for which SPECTRA requires consulting services and is willing to provide such services
to SPECTRA


 


THEREFORE, in consideration
of the confidence and trust SPECTRA and Consultant repose in each other, the mutual promises set forth herein, and other good and
valuable consideration, it is agreed that:


 


		1.	Services. SPECTRA hereby retains Consultant
as an independent contractor to provide consulting services to SPECTRA and Consultant agrees to provide such services to SPECTRA,
all in accordance with the terms of this Agreement.



 


		2.	Term. This Agreement shall commence effective August 1, 2013 and continue monthly thereafter.



 


		3.	Termination. Either party may terminate this Agreement by providing a 30 day written notice
to the other party.



 


		4.	Scope of Work. The primary service to be performed
by Consultant is to provide internal and external financial reporting information which will enable SPECTRA to more efficiently
process information to allow it to better understand the business processes necessary to properly manage and grow a publicly traded
company; to advise and work with SPECTRA’s Chief Executive Officer and board of directors in determining and implementing
business objectives; and any other items as may be mutually agreed to between the parties.



 





		5.	Restrictions. Consultant's services are not
subject to restrictions imposed by agreement with any other person or company, except as noted below by Consultant (if none, so
indicate): None



 






    	 



    	 



    

   


		6.	Fees



 


		A.	Monthly Retainer. The Consultant will be paid a monthly
retainer as follows:



 


$7,500
per month to be billed on the 1st of the month after which services were provided and payable by the 5th
of the month after the month for which services were provided.


 





		B.	In addition, the Consultant shall be paid pre-approved
expenses. The consulting fee shall be paid to the Consultant for work to be performed which shall include at least two days per
week which time may be incurred at SPECTA’s office, Consultant’s home office or other designated locations.



 


7.
Notices and Addresses. Notices required or necessary under this Agreement shall be deemed given upon being mailed by certified
mail, postage prepaid, return receipt requested, or upon receipt if given by fax, overnight mail service, or messenger. Invoices,
notices, and other communications shall be addressed as provided in this paragraph.


 


		If to SPECTRA:	Mr. Michael Oliver



			SpectraScience, Inc.



			11568 Sorrento Valley Road, Suite 11



			San Diego, CA 92121



Fax:(858)
847-0880


 


		If to Consultant:	Mr. Lowell W. Giffhorn



			10875 Kemah Lane



			San Diego, CA 92131



Fax:(877)
350-3626


 


 


8.Independent
Contractor. The parties expressly understand and agree that Consultant is acting as an independent contractor unrelated to
SPECTRA or any of its parent or subsidiary companies or affiliates. Nothing in this Agreement creates or is intended to create
a relationship, express or implied, of employer-employee principal-agent, partnership or joint venture between SPECTRA and Consultant.


 


Consultant shall determine
the manner and methods utilized to achieve the results desired by SPECTRA and shall be responsible for his own benefits, federal
and state income tax withholding, FICA or FUTA.


 


9.No Patent
or License Rights. Consultant acquires no present or future ownership rights of license rights to or under any confidential
information, whether patentable or non-patentable under this Agreement or otherwise.


 






    	 



    	 



    

  


10.Amendment
or Modification. This Agreement may not be amended or modified except in writing and executed by the parties hereto. Except
as specifically modified or amended, this Agreement will remain in full force and effect.


 


11.Assignment.
This Agreement may not be assigned by either of the parties hereto without the prior written consent of the other.


 


12.Insolvency
or Creditor's Relief. In the event that either party becomes insolvent, makes an assignment for the benefit of creditors, or
becomes the subject of any action or proceedings in bankruptcy or for the benefit of creditors, any such occurrence will have the
effect of terminating this Agreement immediately, subject to the other party's expressly reserved right to recover damages or any
other legal equitable relief available able as a result of the default.


 


13. Governing Law and
Venue. This Agreement shall be governed by and construed in accordance with the laws of the State of California.


 


14. Entire Agreement.
This document embodies the entire Agreement between the parties. There are no promises, terms, conditions or obligations other
than those contained herein, and this Agreement supersedes any and all previous communications, representations, or agreements
between the parties whether oral or written.


 


 


Dated this
1st day of August, 2013


 


 


 





	SpectraScience, Inc.	 	CONSULTANT
	 	 	 	 	 
	 	 	 	 	 
	By:	/s/ Michael
Oliver	 	By:	/s/ Lowell W. Giffhorn
	 	Michael
Oliver	 	 	Lowell W. Giffhorn
	 	 	 	 	 
	Title:	President