CONSULTING
        AGREEMENT
  This
        CONSULTING AGREEMENT (this “ Agreement ”),
        is
        entered into on September 12, 2007 by and between Lixte Biotechnology
        Holdings, Inc., a Delaware corporation (the “ Company ”),
        and
        Gil Schwartzberg (“ Consultant ”).
  R
        E C
        I T A L S
  WHEREAS,
        Consultant has certain knowledge, expertise, experience and reputation which
        the
        Company desires to avail itself; and
  WHEREAS,
        upon the terms and subject to the conditions of this Agreement, the Company
        desires to retain Consultant to provide certain consulting services to the
        Company, and Consultant wishes to render such services.
  AGREEMENT
  NOW,
        THEREFORE, in consideration of the foregoing recitals and the mutual promises
        and agreements herein contained, Consultant and the Company by this Agreement
        agree as follows:
  1.  Engagement .
        The
        Company hereby agrees that, commencing on September 12, 2007 (the “ Effective
        Date ”),
        the
        Company shall engage Consultant and Consultant hereby accepts such engagement
        with the Company, upon the terms and subject to the conditions hereinafter
        set
        forth.
  2.  Term .
        The
        term of Consultant’s engagement under this Agreement (the “ Term ”)
        shall
        commence on the Effective Date and, subject to the provisions of Section
        6,
        shall continue until the fourth anniversary of the Effective Date.
  3.  Services .
  Consultant
        shall provide the following consulting services to the Company (“ Services ”):
  (a)
            Consult
                on financing, capital structure and strategic development;
                and  (b)
            Assist
                management in developing presentations to the investment community
                and the
                Company’s shareholders.  4.  No
        Authority to Bind .
        Except
        as directed and authorized by the Chief Executive Officer of the Company
        in
        writing, Consultant shall not execute or agree to any contract, agreement
        or
        instrument on behalf of the Company.
  5.  Compensation .
        The
        Company shall pay or issue to Consultant:
  (a)
            $1,000
                per day for any meetings outside New York
                City;  -1-
  (b)
            An
                option to purchase 1,000,000 shares of the Company’s Common Stock at an
                exercise price of $1.00 per share, 50% of which will vest on the
                Effective
                Date of this Agreement, and 50% of which will vest on the first
                anniversary of the Effective Date.  All
        such
        options granted pursuant to this Agreement shall be subject to the terms
        and
        conditions of the Stock Option Agreement between the Company and Consultant.
        Any
        grant of options to Consultant shall be conditioned upon receipt of such
        Stock
        Option Agreement.
  6.  Termination .
        Either
        Consultant or the Company may terminate this Agreement at any time for any
        reason upon 90-days written notice delivered to the other party. In addition,
        the Company may terminate this Agreement at any time “for cause” upon delivery
        of written notice to Consultant, in which case such termination shall be
        effective immediately upon Consultant’s receipt of the written notice.
  “Cause”
        shall mean:
  (a)
            Consultant
                is convicted of, or pleas*nolo
                contendere*(no contest) to, any crime (whether or not involving the Company)
                constituting a felony in the jurisdiction involved;
                or  (b)
            Consultant
                is in material breach of any provision of this Agreement or any other
                agreement with the Company, or willfully fails to or refuses to comply
                with the lawful directives of the Chief Executive Officer or the
                Board in
                the performance of his duties under this Agreement (other than a
                failure
                caused by temporary disability).  7.  Proprietary
        Rights and Nondisclosure and Nonuse of Confidential Information .
  7.1  It
        is
        understood that during the term of this Agreement, Consultant may be exposed
        to
        information that is confidential and proprietary to the Company. All such
        information (hereinafter “Lixte Confidential Information”), whether written or
        oral, tangible or intangible, that is made available, disclosed, or otherwise
        made known to Consultant by the Company or its employees under this Agreement
        shall be considered confidential and shall be considered the sole property
        of
        the Company. Lixte Confidential Information shall be (a) marked as confidential,
        or (b) otherwise represented by the disclosing party as confidential either
        before or within a reasonable time after its disclosure to the receiving
        party.
        This obligation of confidentiality shall remain in effect for a period of
        five
        (5) years after the expiration or termination of this Agreement.
  7.2  The
        obligations of confidentiality set forth in Paragraph 7.1 shall not apply
        to any
        information that:
  (a)
            is
                or hereafter becomes generally available to the public other than
                by
                reason of any default with respect to a confidentiality obligation
                under
                this Agreement; or  -2-
  (b)
            was
                already known to the recipient as evidenced by prior written documents
                in
                its possession; or  (c)
            is
                disclosed to the recipient by a third party who is not in default
                of any
                confidentiality obligation to the disclosing party hereunder;
                or  (d)
            is
                developed by or on behalf of the receiving party, without reliance
                on
                confidential information received hereunder as evidenced by written
                documents in its possession; or  (e)
            has
                been approved in writing by one party for publication by the other
                party;
                or  (f)
            is
                required to be disclosed in compliance with applicable laws or
                regulations.  8.  Nonsolicitation;
        Nondisparagement .
        Consultant acknowledges that during the course of Consultant’s engagement by the
        Company, Consultant has and will continue to have the opportunity to develop
        relationships with existing employees, clients, distributors, and prospective
        clients, and other business associates of the Company, which relationships
        constitute goodwill of the Company and that the Company would be irreparably
        damaged if Consultant were to take actions that would damage or misappropriate
        such goodwill. Consultant accordingly agrees that during the period commencing
        on the Effective Date and ending on the first anniversary of the conclusion
        of
        the Term, Consultant shall not, directly or indirectly, either for the benefit
        of Consultant or any other person, do any of the following:
  (a)
            Solicit
                any employee of the Company to terminate his or her employment with
                the
                Company, or employ any such individual during his or her employment
                with
                the Company and for a period of six months after such individual
                terminates his or her employment with the
                Company;  (b)
            Solicit
                any distributor or customer, or prospective distributor or customer,
                of
                the Company to terminate his or her relationship with the Company,
                or
                accept any business from any such distributor or customer, or prospective
                distributor or customer, of the Company;
                or  (c)
            Make
                any public statement, comment or remark that disparages the integrity
                or
                competence of a Company officer, director, employee, or shareholder,
                that
                disparages any product or service of the Company, or that is reasonably
                likely to cause injury to the relationships between the Company and
                any
                existing or prospective distributor, client, lessor, lessee, contractual
                counterparty, vendor, supplier, customer, employee, consultant or
                other
                business associate of the Company. Likewise, the Company agrees that
                it
                shall not make any public statement, comment or remark that disparages
                the
                integrity or competence of Consultant.  -3-
  9.  Status
        as Consultant .
  9.1  Intention
        of the Parties .
        It is
        mutually understood and agreed that Consultant, while performing all
        responsibilities under this Agreement, is and shall at all times be, act,
        function, and perform all services and responsibilities in the legal capacity
        of
        an independent contractor. It is mutually understood and agreed that no work,
        act, commission or omission of any act by Consultant or the Company pursuant
        to
        the terms and conditions of this Agreement shall be construed to make or
        render
        Consultant an employee of the Company. Furthermore, Consultant shall not,
        under
        any circumstances, hold itself out to be an employee of the
        Company.
  9.2  Independent
        Consultant to Control Performance .
        The
        Company shall have no right or authority to direct or control Consultant
        with
        respect to the performance of Consultant’s duties under this Agreement, or with
        respect to any other matter, except as otherwise provided by this Agreement.
        It
        is further understood that Consultant is free to contract with other companies
        to provide professional services, as long as that service does not violate
        the
        provisions of Sections 7 or 8.
  9.3  Expenses .
        Except
        as provided in this Section 9.3 and Section 5(a), Consultant shall be fully
        responsible to pay any and all expenses and disbursements that it incurs
        in the
        performance of any services or obligations covered by this Agreement. The
        Company shall, however, reimburse Consultant for all actual and reasonable
        travel expenses incurred by Consultant when Consultant is traveling at the
        request of the Company in connection with its duties; provided ,
        that
        (i) Consultant shall not be entitled to reimbursement for any individual
        expenditure in excess of $1,000, unless such expenditure shall have been
        pre-approved in writing by the Company’s Chief Executive Officer, and (ii)
        Consultant shall not be entitled to reimbursement for a particular expenditure
        if Consultant does not submit to the Company sufficient documentation evidencing
        such expenditure.
  9.4  Taxes
        and Benefit Programs .
        Consultant shall be liable and responsible to pay any and all taxes relating
        to
        all amounts paid to Consultant hereunder. It is understood and agreed that
        because Consultant is not an employee of the Company, the Company shall not
        withhold any taxes from amounts paid to Consultant. Consultant shall be fully
        and solely responsible to report income and expenses. Consultant acknowledges
        that it is solely responsible for its own tax planning and that the Company
        has
        not provided Consultant with any tax advice regarding the tax implications
        of
        this Agreement. It is also understood and agreed that Consultant shall not
        be
        eligible to participate in any benefits or programs sponsored or financed
        by the
        Company for its employees.
  10.  Miscellaneous .
  10.1  Notices .
        All
        notices, requests, demands and other communications required or permitted
        to be
        given hereunder shall be in writing and shall be deemed to have been duly
        given
        upon receipt, if delivered personally, upon confirmation of receipt, if given
        by
        electronic facsimile and on the third business day following mailing, if
        mailed
        first-class, postage prepaid, registered or certified mail addressed as
        follows:
  -4-
  If
                  to the Company to:Lixte,
                  Inc.
                6
                  Tinker Lane
                East
                  Setauket, New York 11733
                Attn:
                  John Kovach, M.D.Phone:(631)
                  751-2882
                Fax:(631)
                  982-5050
                Email:kovach1329@yahoo.comIf
                  to Consultant:Phone:
                Fax:
                e-mail:
 
 Any
        party
        may by notice given in accordance with this Section 11.1 to the other parties
        designate another address or person for receipt of notices
        hereunder.
  10.2  Entire
        Agreement .
        This
        Agreement contains the entire agreement of the parties with respect to the
        subject matter hereof. This Agreement may be amended, superceded, canceled,
        renewed or extended, and the terms hereof or thereof may be waived, only
        by a
        written instrument signed by each of the parties hereto or thereto or, in
        the
        case of a waiver, by the party waiving compliance.
  10.3  Attorneys’
        Fees .
        If any
        legal action or arbitration arises under this Agreement, arises by reason
        of any
        asserted breach of it, or arises between the parties and is related in any
        way
        to the subject matter of the Agreement, the prevailing party shall be entitled
        to recover all costs and expenses, including reasonable attorneys’ fees,
        arbitration costs, investigative costs, reasonable accounting fees and charges
        for experts.
  10.4  Binding
        Effect; Assignment .
        This
        Agreement shall be binding upon and inure to the benefit of the parties and
        their respective permitted successors and permitted assigns. Neither this
        Agreement nor any of the rights hereunder may be assigned by any party, nor
        may
        any party delegate any obligations hereunder or thereunder, without the written
        consent of the other party hereto or thereto; provided , however ,
        that
        the Company may assign its rights hereunder to any subsidiary or to any person
        or entity that acquires, directly or indirectly, all or substantially all
        of the
        Company’s business (whether through acquisition of assets, stock or any other
        means). Any non-permitted assignment or attempted assignment shall be void, *ab
        initio* .
        Nothing
        herein is intended or shall be construed to give any person any legal or
        equitable right, remedy or claim under or in respect of this Agreement or
        any
        provision contained herein, except as otherwise provided herein.
  10.5  Counterparts .
        This
        Agreement may be executed by the parties in separate counterparts, each of
        which
        when so executed and delivered shall be an original, but all such counterparts
        shall together constitute one and the same instrument. Delivery of any
        counterpart signature page of this Agreement, written communication or notice
        hereunder by facsimile shall be equally as effective as delivery of a manually
        executed original of such counterpart signature page, communication or
        notice.
  -5-
 10.6  Further
        Assurances .
        Each
        party hereto shall execute such documents and other papers and take such
        further
        actions as may be reasonably required or desirable to carry out the provisions
        of this Agreement and the transactions contemplated hereby.
  10.7  Agreement
        Authorized .
        Consultant hereby represents and warrants that it is free to enter into this
        Agreement and that it is free to render its services pursuant to this Agreement,
        and that Consultant is not subject to any obligation or restriction that
        would
        prevent it or them from discharging their duties under this Agreement, and
        agrees to indemnify and hold harmless the Company from and with respect to
        any
        liability, damages or costs, including attorneys’ fees, arising out of any
        breach by Consultant of this representation and warranty.
  10.8  Governing
        Law .
        The
        validity, interpretation and construction of this Agreement and each part
        thereof will be governed by the laws of the State of New York.
  10.9  Entire
        Agreement .
        This
        Agreement, and any other agreement explicitly mentioned herein, by and between
        the Company and Consultant, set forth the entire agreement between the Company
        and Consultant with respect to the subject matter hereof, and supersedes
        any and
        all prior agreements between the Company and Consultant, whether written
        or
        oral, relating to any or all matters covered by and contained or otherwise
        dealt
        with in this Agreement. This Agreement does not constitute a commitment of
        the
        Company with regard to Consultant’s engagement, express or implied, other than
        to the extent expressly provided for herein.
  10.10  Survival
        at Termination .
        The
        termination of this Agreement shall not affect the obligations to the parties
        hereunder which by the nature thereof are intended to survive any such
        termination including, without limitation, the obligations of Consultant
        under
        Sections 7 and 8.
  IN
        WITNESS WHEREOF, the parties hereto have duly executed this Consulting Agreement
        as of the day and year first above written.
  LIXTE
                  BIOTECHNOLOGY HOLDINGS, INC.
                
                
                
                By:___________________________
                John
                  Kovach
                Its:
                  President__________________________________
                Gil
                  Schwartzberg
 
 -6-