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, 2006
 
  Agreement Subscriber CytoCore, Inc Company Common Stock Shares
 Conditions to Subscription Acceptance and Closing Closing
   Subscriber Representations and Warranties
 Transaction Documents
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Act
  Exhibit A
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General Provisions
     (Signatures appear on next page.)
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IN WITNESS WHEREOF
 SUBSCRIBER
 If an Individual (s):
    
    
    
    If an Entity:Name of Entity:By:[Name]Name:Title:
 Mailing Address:
 
 Subscription:Number of Shares for which Subscription is tendered:Purchase Price:Aggregate Consideration:Warrant coverage:CytoCore, Inc.
   a Delaware corporation
 By:Name:Title:
 Date of Acceptance:
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EXHIBIT A
 Confidential Accredited Investor Questionnaire
   a. The undersigned is an individual (not a partnership, corporation, etc.)
whose individual net worth, or joint net worth with his or her spouse, presently
exceeds $1,000,000.Explanation. In calculating net worth, you may include equity in
personal property and real estate, including your principal residence, cash,
short-term investments, stock and securities. Equity in personal property
and real estate should be based on the appraised fair market value of such
property, lessdebt secured by such property.b. The undersigned is an individual (not a partnership, corporation, etc.) who
had an income in excess of $200,000 in each of the two most recent years, or joint
income with his or her spouse in excess of $300,000 in each of those years (in each
case including foreign income, tax exempt income and the full amount of capital gains
and losses, but excluding any income of other family members and any unrealized capital
appreciation), and has a reasonable expectation of reaching the same income level in
the current year.c. The undersigned is a director or executive officer of CytoCore, Inc. or a
subsidiary thereof.




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d. The undersigned is (i) a bank or a savings and loan association, (ii) a
registered broker dealer, (iii) an insurance company, (iv) a registered investment
company or business development company, (v) a licensed small business investment
company, (vi) a plan established and maintained by a state, its political subdivisions,
or any agency or instrumentality of a state or its political subdivisions (or any
agency or instrumentality thereof), for the benefit of its employees, if such plan has
total assets in excess of $5,000,000, (vii) an employee benefit plan within the meaning
of Title I of ERISA, if the investment decision is made by a plan fiduciary which is
either a bank, savings and loan association, insurance company or registered investment
adviser or if the plan has total assets in excess of $5,000,000 or is a self-directed
plan with investment decisions made solely by persons that are accredited investors.Describe entity.e. The undersigned is a private business development company as defined in
Section 202(a)(22) of the Investment Advisers Act of 1940, as amended.Describe entity.f. The undersigned is a corporation, partnership, business trust or non-profit
organization within the meaning of Section 501(c)(3) of the Internal Revenue Code, as
amended, in each case not formed for the specific purpose of potentially making an
investment in connection herewith and with total assets in excess of $5,000,000.Describe entity.g. The undersigned is a trust (not formed for the specific purpose of
potentially making an investment in connection herewith) with total assets in excess of
$5,000,000, where the purchase is directed by a person with the knowledge and
experience in financial and business matters to capably evaluate the merits and risks
of the prospective investment, as set forth in Rule 506(b)(2)(ii) promulgated under the
Securities Act of 1933, as amended.h. The undersigned is an entity all the equity owners of which are accredited
investors within one or more of the above categories.
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Describe entity.
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Date:SignaturePrint nameAddress: