Exhibit-10.42**Consulting Services Agreement**     This consulting services agreement (“Agreement”), made and entered into on November 20, 2006and effective as of the 1st day of December 2006, by and between CytoCore, Inc. withits principal place of business at 414 North Orleans Court, Suite 502 in Chicago, Illinois 60610(the “Company”) and EBM, Inc., with his mailing address of 171 E. 90th Street, Unit 4C,New York, New York 10128, telephone (212) 348-1880) (the “Consultant”).**Background**     The Consultant provides a variety of financial and business consulting services as part ofhis regular business with EBM, Inc., and is ready, willing, and able to provide such consultingassistance to the Company on the terms and conditions set forth herein.     The Company is in the process of developing a series of medical devices, drug deliverysystems, and other cervical and uterine cancer related medical systems. In pursuit of its businessstrategy the Company desires to retain the services of the Consultant under the terms andconditions set forth herein.     **NOW THEREFORE,**for good and valuable consideration, the receipt and sufficiency of which ishereby acknowledged, the Company and the Consultant agree as follows: 1. Engagement and Scope of Services.  1.1 Company hereby retains consultant and Consultant agrees toprovide to the Company the consulting services which are more fully described below:    Consulting with the Company’s Chief Executive Officer, Chief Financial Officer,Medical Advisory Board, other Officers, or other consultants related to or regardingcertain business plans, operations, commercialization of medical devices or theories,and other business matters that fall within the Consultant’s area of expertise.    Consultant will have no authority or responsibility with regard to execution of anycontract on behalf of the Company. Consultant is not an employee or officer of theCompany.    Consultant will provide progress reports from time to time to the Company’s ChiefExecutive Officer. Consultant agrees to provide any such report in writing if sorequested by the Company’s Chief Executive Officer.  1.2 This Agreement is a non-exclusive agreement. The Consultant is free toprovide similar or different services to any other company or organization desiring hisservices, provided that the Consultant is able to provide the Company the services
 1 of 6

 
   here agreed upon from month to month. The Company is also free to acquire similar servicesfrom any other party should it desire to do so.  2. Term of Agreement.  2.1 This Agreement shall supersede the Agreement that is in place between CytoCore and EBM, Inc.beginning on April 1, 2006 that has a twelve (12) month term. The term of this Agreementshall be for a period of twenty four (24) months from the date of execution, and shallterminate twenty four (24) months from signing date following written notice by one party tothe other at least thirty (30) days prior to the expiration date.  2.2 This Agreement is subject to termination in the event of a material breach of any term hereofand the breaching party’s failure to cure such material breach to the non-breaching party’sreasonable satisfaction within ten (10) business days of written notice.  2.3 Within ten (10) business days of termination of this Agreement, Consultant shall submit tothe Company an itemized invoice for any remaining unpaid fees or reimbursable expenses thendue and owing under this Agreement. Company, upon receipt and payment of such final invoiceshall thereafter have no further obligation for payment under this Agreement. Upon thetermination of this Agreement other than the surviving obligation, if any, under Section 6.1below and payment in full of all monies due and owed from Company to Consultant pursuant tothis Agreement, Consultant shall promptly return to Company all copies of any Company data,information, documents, or other materials of any sort stored in any form whatsoever,including all materials incorporating any of the Company’s proprietary information.  3. Fees, Expenses, and Payments.  3.1 The Company shall pay Consultant a fee of Ten Thousand Dollars ($10,000.00) for each monthit provides services to the Company. At such time as the Company has raised additionalfunding of Five Million Dollars ($5,000,000), the payment to Consultant shall be increased toFifteen Thousand Dollars ($15,000.00) per month for the balance of the term of thisAgreement.  3.2 EBM will also receive various grants of warrants to purchase CytoCore stock. The warrantgrants and their associated performance triggers are listed in Addendum A attached hereto andmade a part of. this Agreement.  3.3 The Company shall reimburse the Consultant for its out-of-pocket expenses related to thisAgreement pursuant to the Company’s usual expense reimbursement procedures. The Consultantacknowledges that he will comply with said procedures. Further, the Consultant agrees tocomply with the Company’s Code of Ethics and Business Conduct for Officers, Directors and
 2 of 6

 
   Employees of CytoCore, Inc. Finally, Consultant agrees that he is an independent contractorsolely responsible for the determination and payment, if any, of all applicable federal,state, and local taxes related to this Agreement.  4. Proprietary Information.  4.1 The Consultant acknowledges that in order to perform the services called for in thisAgreement, it may be necessary for the Company to disclose to Consultant certain confidentialtechnical, medical, or commercial information (“Confidential Information”). The Consultantagrees that without the Company’s express written approval Consultant and its senioremployees shall, not, disclose, transfer, use, copy or allow access to any such ConfidentialInformation to any third parties, except those who have a need to know such Information andare obligated to maintain the confidentiality of such Information. The foregoing shall notapply to that Information which was already known to the Consultant before disclosure, ispublicly disseminated through no fault of either the Consultant, is rightfully received froma third party or is required to be disclosed pursuant to court order. This provision shallsurvive the termination of this Agreement and continue in effect for a period of three (3)years.  5. Warranty and Exclusion of Warranty.  5.1 The Consultant warrants that (i) its services will be of professional quality and performedin accordance with the terms hereof and (ii) Consultant is under no obligation, theenforcement of which would prevent it from performing the services required hereunder.  5.2 The foregoing warranties are in lieu of all other warranties, conditions, orrepresentations, express or otherwise, including without limitation any implied warranties ofmerchantability or fitness of use for a particular purpose.  6. Termination.  6.1 This Agreement may be terminated by either party to this Agreement upon thirty (30) daysprior written notice to the other party. This termination may be without cause. If thisAgreement is terminated without cause by the Company, the Company will be obligated to paythe Consultant the balance of the fees and expenses due for the remainder of the Agreement.  7. No Interference.  7.1 For the period commencing on the date hereof and ending on the date twenty four (24) monthsafter the date this Agreement is terminated, the Contractor agrees he shall not: (a) take any action which would:
 3 of 6

 
 (i) interfere with the contractual relationships of the Company or anyaffiliate of the Company, customers, suppliers, other consultants,employees, or others which relate to the business of the Company or anyaffiliate of the Company; or  (ii) induce any employee, consultant, or representative of theCompany or any affiliate of the Company not to become or not to continue as anemployee, consultant, or representative of the Company or affiliate of theCompany. (b) make remarks or take any other action which would tend to disparage or diminishthe reputation of the Company or any entity affiliated with the Company.8. General. 8.1 This Agreement is made and entered into, and is to be at least partially performed, in CookCounty, Illinois. It shall be interpreted, construed and enforced by, and its constructionand performance shall be governed by, the laws of the State of Illinois applicable to writtenagreements made and to be performed entirely within Illinois without regard to principles ofconflicts of laws, except to the extent that Federal law may apply. 8.2 All notices required to be given hereunder shall be in writing and addressed to therespective parties set forth herein, unless another address shall have been previouslydesignated in writing to the other party. Notice shall be deemed sent and effective whendelivered by hand delivery, via U.S. Mail, Certified, with return receipt requested, or viaregular U.S. Mail and confirmed facsimile delivery. 8.3 This Agreement constitutes the complete and entire Agreement between the Consultant and theCompany with respect to the subject matter hereof. This Agreement supersedes all prioragreements, contracts, representations, proposals, discussions, and communications, whetheroral or in writing, relating hereto. This Agreement may be modified only in writing signed byboth the Consultant and a duly authorized representative of the Company. 8.4 This Agreement may be executed in counterparts or with facsimile signatures, all of whichshall constitute an original.
 4 of 6

 
8.5 In the event any portion of this Agreement is deemed to be invalid orunenforceable, that portion will be deemed to be omitted and the remainder of thisRelease will remain in full force and effect. 9. Signatures       The Company   The Consultant         **Cytocore, Inc.**   **Ebm, Inc.**         /s/ Robert McCullough       By: Robert McCullough    By:   Eugene Martineau  Title: Chief Financial Officer   Title:  Date: November 20, 2006   Date: