**Exhibit 10.39****EMPLOYMENT AGREEMENT**     This Employment Agreement (the “Agreement”), dated and effective as of November 15, 2006(the “Effective Date”), is entered into by and between CYTOCORE, INC., with offices at 414 NorthOrleans Street, Chicago, Illilonois 60610 (“Company”), and DR. AUGESTO OCANA, with offices at 20Foxcroft Drive, Princeton, New Jersey 08540 (the “Executive”).     In consideration of the mutual promises set forth below and other good and valuableconsideration, the receipt and sufficiency of which the parties acknowledge, the Company andExecutive agree as follows:          **1.****Employment****.**The Company agrees to employ Executive andExecutive accepts employment on the terms and conditions set forth in this Agreement.          **2.****Employment Term.** Commencing on the Effective Date, the Company agrees toemploy Executive for a term of three (3) years (“Term”), unless terminated earlier in accordancewith Section 5 below. The period of time for performance hereunder shall be referred to as the“Employment Period”.          **3.****Nature of Employment.** During the Employment Period, Executiveshall serve as Chief Executive Officer and a member of the Board of Directors of the Company.Executive shall have all of the customary powers and duties associated with these positions.Executive shall report to the Board of Directors of the Company. Executive shall devote his fulltime and attention and best efforts to perform successfully his duties and advance the Company’sinterests; provided, however, the Company shall permit Executive to act as an independent directorof other corporations and engage in other professional and business endeavors so long Executive’sduties in connection therewith do not (i) interfere with his duties and loyalties under thisAgreement or (ii) cause Executive to violate his obligations under Sections 6, 7 and 8 of thisAgreement. Executive shall only engage in such activities or endeavors if they are performed for acharitable organization or with respect to other organizations redound to the benefit of theCompany. Executive shall advise the Board of Directors of the identity of the organizations he isassociated with from time to time. Executive shall abide by Company policies, procedures andpractices as they may exist and be in force from time to time. Employee shall perform such servicesfrom whatever location he elects, but he will be present at such meetings and functions at theCompany’s headquarters and elsewhere reasonably deemed important to the Company.
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          **4.****Compensation.**     **(a) ****Base Salary.** During the Employment Period, the Company shall payExecutive an annual base salary of one hundred eighty thousand dollars ($180,000.00),payable by the Company in monthly installments of $15,000.00 dollars starting November15, 2006. Executive’s Base Salary shall be subject to all appropriate federal and statewithholding taxes and shall be payable in accordance with the normal payroll proceduresof the Company. Executive’s salary shall be reviewed annually by the Company’s Board ofDirectors (“Board”) and may be increased in the Board’s discretion; provided, however,that Executive’s annual Base Salary shall not be reduced below one hundred eightythousand dollars ($180,000.00) without Executive’s written consent.     Executive’s annual base salary shall be increased to two hundred four thousand dollars($204,000.00), payable in monthly increments of seventeen thousand ($17,000.00), at the earlier ofthe date on which the Company has raised additional equity of two million five hundred thousanddollars ($2,500,000.00) at an average price of not less than eighteen cents ($.18) per share, orsix (6) months after the Effective Date.     In addition, Executive shall receive the sum of forty five thousand dollars ($45,000.00) ineighteen (18) monthly installments of two thousand five hundred dollars ($2,500.00) commencing inthe month following the Effective Date. In the event of the termination of Executive’s employmentfor any reason, any remaining monthly payments shall continue to be made until the sum of fortyfive thousand dollars ($45,000) has been paid in full.     **(b) ****Warrants****.**During the Employment Period, Executive shall be entitled togrants of warrants exercisable into common stock of the Company upon the occurrence ofthe following events:     (i) Five hundred thousand (500,000) warrants to purchase five hundred thousand (500,000)shares of common stock of the Company at a price equal to the closing price of the Company’s commonstock on the first day of Executive’s Employment Period less a discount of thirty-three and onethird per cent (33 1/3%).     (ii) Three hundred thousand (300,000) warrants to purchase (300,000) shares of commonstock of the Company upon completion of the FDA trials for the Company’s Products (as definedbelow) and receipt of all necessary FDA approvals thereof for the sale of the Company’s Products tothe general public in the United States at the closing price of the Company’s common stock on theOTC Bulletin Board of the Company on the date all such approvals have been received less a discountof thirty-three and one third per cent (33 1/3%).     (iii) Five hundred thousand (500,000) warrants to purchase five hundred thousand (500,000)shares of common stock of the Company on the date that the Company
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has raised five million dollars ($5,000,000) in equity at an average price of not less than twentytwo cents ($.22) per share less a discount to Executive of thirty-three and one third per cent (331/3%) from such average price. Executive shall have earned the incentive only if such capital raiseis completed with twelve (12) months from the date of the commencement of the Employment Period.     (iv) The Company intends to sell its Products through existing channels of distribution.Executive shall receive two hundred thousand (200,000) warrants to purchase two hundred thousand(200,000) shares of the common stock of the Company at an exercise price equal to the averageclosing price of the common stock of the Company (less a thirty three and one third per cent (331/3%) discount to the Executive) during the sixty (60) day period prior to the date on which theCompany has executed distribution agreements with third parties which have confirmed orders of (a)ten million dollars ($10,000,000) for the Company’s E2 Collector or similar product and (b) fifteenmillion dollars ($15,000,000) for its Endometrial scan or similar product (collectively the“Products”) within twelve (12) months from the date on which the Products have received allgovernmental approvals for their sale and the Company has publicly announced that the Products areavailable for sale (“Announcement Date”). The foregoing shall be increased to three hundredthousand (300,000) warrants to purchase three hundred thousand (300,000) shares of common stock ofthe Company if any of the distribution companies achieves sales of twenty five million dollars($25,000,000) of the Company’s Products during the first twelve (12) months after the AnnouncementDate and has world-wide sales of all of its products of not less than twenty billion dollars($20,000,000,000).     (v) Two hundred thousand (200,000) warrants to purchase two hundred thousand (200,000)shares of common stock of the Company if a distribution company which has achieved annual sales ofat least twenty five million dollars ($25,000,000) of the Company’s Products during the firsttwelve (12) months of sales makes an equity investment of at least two million dollars ($2,000,000)in the Company.     (vi) Five hundred thousand (500,000) warrants to purchase five hundred thousand (500,000)shares of common stock of the Company at such time as the closing price of the Company’s commonstock listed on the OTC Bulletin Board is thirty cents ($.30) or more per share during thirty (30)days out of any consecutive forty five (45) day period during which the Company’s stock is traded.     (vii) Five hundred thousand (500,000) warrants to purchase five hundred thousand (500,000)shares of common stock of the Company at such time as the closing price of the Company’s commonstock listed on the OTC Bulletin Board is fifty ($.50) or more per share during forty five (45)days out of any consecutive sixty (60) day period during which the Company’s stock is traded
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     (viii) Five hundred thousand (500,000) warrants to purchase five hundred thousand (500,000)shares of common stock of the Company at such time as the closing price of the Company’s commonstock listed on the OTC Bulletin Board is seventy five cents ($.75) or more per share during fortyfive (45) days out of any consecutive sixty (60) day period during which the Company’s stock istraded.     (ix) One million (1,000,000) warrants to purchase one million (1,000,000) of common stockof the Company at such time as the closing price of the Company’s common stock listed on the OTCBulletin Board is one dollar ($1.00) per share during forty five (45) days out of any consecutivesixty (60) day period during which the Company’s stock is traded;     (x) Except as otherwise provided herein, the exercise price for all of the abovewarrants is the average closing price of the Company’s stock during the prior forty five (45)trading days less a thirty three and one third per cent discount (33 1/3%) to Executive. However,the exercise price for the warrants to be issued pursuant to Section 5 (a) (ix) above shall be onedollar ($1.00) per share for the first five hundred thousand (500,000) shares and one dollar andfifty cents ($1.50) per share for the balance.     (xi) The period for Executive to exercise any warrants granted to him shall be three (3)years from the date of grant. A copy of the form of warrant to be granted by the Company toExecutive is attached hereto as Exhibit A.     **(c)** **Standard Benefits****.**Executive may participate in any medical, dental disability,life insurance and other Executive benefit plans and programs which may be available from time totime to other Company executives at Executive’s level; provided however, that any such benefits forthe Company executives as a group may be changed, modified, or revoked at the sole discretion ofthe Company with at least ninety (90) days’ written notice.     **(d) ****Reimbursement of Expenses****.**During the Employment Period, Executive is authorizedto incur reasonable, ordinary, and necessary business expenses in the performance of his dutiesunder this Agreement and the Company shall reimburse Executive or pay the expenses in accordancewith the policies established by the Company within thirty (30) days of submission of the requireddocumentation.     **(e) ****Auto Allowance.** The Company will pay Executive a monthly non-accountable automobile allowance in the amount of five hundred dollars ($500.00) permonth, which amount will be increased to eight hundred dollars ($800.00) per month atsuch time as the Company has received equity contributions of not less than five milliondollars ($5,000,000).
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     **(f) ****Revenue Incentives.** Executive will receive one million warrants(1,000,000) to purchase one million (1,000,000) shares of common stock of the Company at anexercise price of the average closing price of the common stock of the Company during the sixty(60) day period prior to the date on which the Company’s gross revenue from the sale of itsProducts exceeds twenty million dollars ($20,000,000) during any consecutive twelve (12) monthperiod; and a warrant for the purchase of an additional one million (1,000,000) shares of commonstock of the Company at an exercise price of the average closing price of the common stock of theCompany during the sixty (60) day period prior to the date on which the Company’s gross revenuefrom the sale of its Products exceeds fifty million dollars ($50,000,000) during any consecutivetwelve (12) month period.     **(g) ****Acquisition of the Company**     (i) Executive shall receive two and one half million (2,500,000) warrants to purchasetwo and one half million (2,500,000) shares of common stock of the Company at an exercise price oftwenty five cents ($.25) per share if the Company is acquired for more than one dollar ($1.00) pershare;     (ii) Executive will receive three and one half million (3,500,000) warrants to purchasethree and one half million (3,500,000) shares of common stock of the Company at an exercise priceof fifty cents ($.50) if the Company is acquired for more than two dollars ($2.00) per share,     (iii) Executive will receive five million (5,000,000) warrants to purchase five million(5,000,000) shares of common stock of the Company at an exercise price of seventy five ($.75) pershare if the Company is acquired for more than three dollars ($3.00) per share; and     (iv) The awards earned if the Company is acquired are not cumulative.     **5. ****Termination of Employment** Executive’s employment with the Company willcontinue throughout the Employment Period, unless earlier terminated pursuant to Section 2 ofthis Agreement or any of the following provisions:     **(a) ****Death****.**In the event that Executive shall die during his employment by the Companyhereunder, the Company shall pay to Executive’s estate any compensation due that would otherwisehave been payable through the date of his death.     **(b) ****Disability****.**In the event that Executive shall become disabled during hisemployment by the Company, Executive’s employment hereunder shall terminate and the Company shallprovide Executive with severance payments equal to three (3) months Base
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Salary (based on Executive’s monthly salary on the date of termination). Such severance paymentsshall be paid over a period of six (6) months in accordance with the Company’s normal payrollpractices and schedule. For purposes of this Agreement, Executive shall become “disabled” if heshall become, because of illness or incapacity, unable to perform the essential functions of hisjob under this Agreement with reasonable accommodation for a continuous period of 120 days duringhis employment by the Company.     **(c) ****Termination by the Company for Cause.** The Company shall have the rightto immediately terminate Executive’s employment at any time for any of the followingreasons (each of which is referred to herein as “Cause”) by giving Executive written noticeof the effective date of termination (which effective date may be the date of such notice):     (i) the continued and intentional failure by Executive to substantially perform his dutieswith the Company, other than any such failure resulting from Executive’s disability (as defined insubsection (b) above), which is materially detrimental to the Company’s business; provided,however, that no termination of Executive’s employment shall be for Cause as set forth in thisclause until (A) there shall have been delivered to Executive written notice setting forth thatExecutive has committed the conduct set forth in this subsection (i) and specifying theparticulars thereof in reasonable detail, (B) Executive shall have been provided an opportunity topresent his position to the Board, either in writing or in person and (C) Executive shall be givena thirty (30) day period to cure the conduct specified in the written notice referenced insubsection (i)(A) above;     (ii) a breach by Executive of his fiduciary duties as an officer of the Company, which ismaterially detrimental to the Company’s business;     (iii) Executive’s conviction of or plea of *nolo contendere* to a felony or final non-appealableconviction of any other crime that incarcerates Executive for a period of one (1) year or longer;or     (iv) Executive engages in fraud, embezzlement, or theft involving the Company.     Notwithstanding the foregoing, no failure to perform by Executive after Executive givesnotice of termination shall constitute Cause for purposes of this Agreement.     If the Company terminates Executive’s employment for Cause as defined above, Executive shallonly be entitled to any compensation due that would otherwise have been payable through the dateof his termination, and the Company shall have no further obligations hereunder from and afterthe effective date of termination.     **(d) ****Termination by the Company Without Cause****.**The Company shall have the right toterminate Executive without Cause for any reason at any time upon at least ninety (90) days’prior written notice to Executive. If the Company terminates Executive’s employment without Cause,Executive shall be entitled to severance payments as set forth in subsection (g) below.     **(e) ****Voluntary Termination by Executive for “Good Reason”****.**Executive may at any timeterminate this Agreement for “Good Reason” upon at least ninety (90) days’
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prior written notice to the Company. For purposes of this Agreement, “Good Reason” shall mean anyone or more of the following: a reduction by the Company without Executive’s consent of Executive’sposition, duties, responsibilities, or status with the Company that represents an adverse change inhis position, duties, responsibilities, or status, or the removal of Executive from or any failureto reelect Executive to any of the positions referred to inSection 3 above, butspecifically excluding any action in connection with the termination of Executive’s employment fordeath, disability, or Cause (as defined herein);     (i) a reduction by the Company of the compensation Executive has become entitled to withoutExecutive’s consent.     (ii) any material breach by the Company of any provision of this Agreement or any otheragreement between the Company or any of its subsidiaries and Executive that, in any case, is notcured within fourteen (14) days of the Company’s receipt of written notice from Executive of suchbreach; or     (iii) the insolvency of or the filing by the Company of a petition for bankruptcy of theCompany, which petition is not dismissed within sixty (60) days; or     If Executive terminates this Agreement for Good Reason, Executive shall be entitled toseverance payments as set forth in subsection (g) below.     **(f) ****Voluntary Termination by Executive****.**Executive may terminate this Agreement at anytime upon delivering at least ninety (90) days’ prior written notice of resignation to theCompany. In the event of such termination by Executive (other than for Good Reason), Executiveshall only be entitled to compensation that would otherwise have been payable through the date ofthe termination of his employment.     **(g) CompensationUpon Termination Without Cause or For Good Reason.** In the event of atermination of this Agreement by the Company without Cause or by Executive for Good Reason, theCompany shall pay to Executive as severance pay and in lieu of any further compensation forperiods subsequent to the termination, an amount in cash equal to the sum of (i) twelve (12)months’ Base Salary divided into twelve (12) equal monthly installments payable in accordance withthe Company’s customary practice (which payments shall be calculated using Executive’s Base Salaryat the time of termination), with the first installment to be paid within thirty (30) daysfollowing termination and (ii) the full amount of any performance bonus that Executive waseligible to receive for the year during which the termination of this Agreement occurs. Inaddition, Executive shall be entitled, for a period of twelve (12) months, to continue to receivethe standard benefits under the plans and programs described in Section 4 (c) above. Executiveshall be entitled to receive any Warrants which would have been granted to Executive within six(6) months following such termination as if the Employment Period had not terminated shall begranted to Executive.
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     **(h) ****No Mitigation or Set-Off****.**Executive will not be required to mitigate the amountof any payment provided for in this Agreement by seeking other employment. The Company shall haveno right of set-off or counterclaim in respect of any claim, debt of obligation against anypayment to or for the benefit of Executive provided for in this Agreement, except as expresslyprovided herein.     **6. ****Non-Disclosure****.**The Company agrees to provide Executive with itsConfidential Information (as defined below) during the Employment Period. During theEmployment Period and at all times thereafter, Executive shall keep secret and retain instrictest confidence, and shall not, without the prior written consent of a majority of themembers of the Board of Directors of the Company, furnish, make available or disclose toany third party or use for the benefit of himself or any third party, except in thefurtherance of his job duties with the Company, any Confidential Information. Executiveshall not, at any time after his employment with the Company has ended (for whateverreason), use or divulge to any person or entity, directly or indirectly, any ConfidentialInformation, or use any Confidential Information in subsequent employment, work orbusiness of any nature. As used in this Agreement, “Confidential Information” shall meanany information relating to the business or affairs of the Company and its affiliates andpredecessors, including, but not limited to, trade secrets, information relating to financialstatements, operations manuals, systems manuals, customer identities, customer profiles,customer preferences, partner or investor identities, Executives, suppliers, project designs,project methods, advertising programs, advertising techniques, target markets, servicingmethods, equipment, programs, strategies and information, computer programs andmodels, technology, market analyses, profit margins, pricing information, cost structure,past, current or future marketing strategies, or any other proprietary information used bythe Company or its affiliates; provided however, that Confidential Information shall notinclude any information which is in the public domain or becomes known in the industrythrough no wrongful act on the part of Executive. Executive acknowledges that theConfidential Information is vital, sensitive, confidential and proprietary to the Companyand that he is under a contractual and common law duty to not disclose the ConfidentialInformation to any third party at any time.     **7. Non-Competition.** In consideration of the numerous mutual promisescontained in this Agreement between Executive and the Company, including, withoutlimitation, those involving Confidential Information, and in order to protect theCompany’s Confidential Information (including trade secrets), the value and goodwill ofthe Company’s business, and the Company’s legitimate business interests and to reduce thelikelihood of irreparable damage which would occur in the event such information isprovided to or used by a competitor of the Company, Executive agrees that during theEmployment Period and for a period of one (1) year immediately following thetermination of this Agreement (for whatever reason, except as provided in Sections 5(d),and 5(e) (the “Non-Competition Term”), he will not, directly or indirectly, either throughany form of ownership or as a director, officer, principal, agent, Executive, employer,adviser, consultant, shareholder, partner, member, manager, or in any other individual orrepresentative capacity whatsoever, either for his own benefit or for the benefit of anyother person, firm, business, corporation, partnership, governmental or private entity, orany other entity of whatever kind, without the prior written consent of the Company
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(which consent may be withheld in the Company’s sole discretion), (i) compete for or solicitbusiness related to cancer diagnostic products or services for or on behalf of any person orbusiness entity with a place of business in the United States; (ii) own, operate, participate in,undertake employment with or have any interest in any entity with a place of business in the UnitedStates which competes with the business of the Company, except owning publicly traded stock forinvestment purposes only in which Executive owns less than five per cent (5%); (iii) compete orsolicit business competitive with the business of the Company from any customer of the Company; or(iv) use in any competition, solicitation, or marketing effort any Confidential Information, anyproprietary list, or any information concerning customers of the Company.     Executive hereby acknowledges that the geographic boundaries, scope of prohibited activitiesand the time duration of the provisions of this Section 7 are reasonable and are no broader thanare necessary to protect the legitimate business interests of the Company, including protecting thevalue and goodwill of the Company, including its Confidential Information. It is the intent of theparties that the provisions of this Section 8 shall be enforced to the fullest extent permissibleunder the applicable law. The parties agree that if at the time enforcement is sought, a court ofcompetent jurisdiction adjudges any terms of any provision of this Section 8 to be void, invalid orunenforceable, such court shall modify or reform such provision so that it is enforceable to thefullest extent permitted by applicable law or if such modification or reformation is not possible,shall sever the provision, and enforce the remaining provisions of this Section, which shall remainin full force and effect.     This Non-Competition provision can only be revoked or modified by a writing signed by theparties which specifically states an intent to revoke or modify this provision.     **8. ****Non-interference or Solicitation**     (a) Executive agrees that, during the Employment Period and for an additional period ofone (1) year after the termination of Executive’s employment (for whatever reason, except asprovided in Sections 5(d)and 5(e)), neither he nor any individual, partner(s), limited partnership,corporation or other entity or business with which he is in any way affiliated, including withoutlimitation, any partner, limited partner, director, officer, member, shareholder or Executive ofany such entity or business, will solicit or accept business from, or perform services on behalfof, any client or customer of the Company with which Executive had contact during the EmploymentPeriod, or in any way encourage them to terminate or otherwise negatively alter their relationshipwith the Company. This Section 9 shall not apply if Executive’s employment is terminated pursuantto Sections 5(d) or 5(e)- However, nothing herein shall prevent Executive from soliciting orproviding goods and services that are competitive with the business of the Company to any client orcustomer of the Company.
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     (b) Executive also agrees that during the Employment Period and for an additional periodof one (1) year after the termination of Executive’s employment (for whatever reason, except asprovided in Sections 5(d)and 5(e)) that neither he nor any individual, partner(s), limitedpartnership, corporation or other entity or business with which he is in any way affiliated,including without limitation, any partner, limited partner, director, officer, member, shareholderor Executive of any such entity or business, will request, solicit, induce or attempt toinfluence, directly or indirectly, any employee of the Company to terminate their employment withthe Company. This Section 9 shall not apply if Executive’s employment is terminated pursuant toSections 5(d), and 5(e) herein. This Section 8(b) shall not prohibit Executive from soliciting orhiring any employees whose employment was involuntarily terminated by the Company.     **9. ****Work Product** For purposes of this Section 9, “Work Product” shall mean allintellectual property rights, including all trade secrets, U.S. and international copyrights,trademarks, trade names, patentable inventions, discoveries and other intellectual property rightsin any work product that is created in connection with Executive’s work or using the Company’smaterials. For purposes of this Agreement, “Work” shall mean (1) any direct assignments andrequired performance by or for the Company, and (2) any other productive output that relates to thebusiness of the Company and is produced during Executive’s employment by the Company. For thispurpose, Work may be considered present even after normal working hours, away from the Company’spremises, on an unsupervised basis, alone or with others. Unless otherwise approved in writing bythe Chief Executive Officer or the Board, this Agreement shall apply to all Work Product created inconnection with ail Work conducted before or after the date of thisAgreement.     TheCompany shall own all rights in the Work Product. To this end, all Work Product shall beconsidered work made for hire for the Company. If any of the Work Product may not, by operation oflaw or agreement, be considered Work made by Executive for hire for the Company (or if ownership ofall rights therein do not otherwise vest exclusively in the Company immediately), Executive agreesto assign, and upon creation thereof does hereby automatically assign, without furtherconsideration, the ownership thereof to the Company. Executive hereby irrevocably relinquishes forthe benefit of the Company and its assigns any moral rights in the Work Product recognized byapplicable law. The Company shall have the right to obtain and hold, in whatever name or capacityit selects, copyrights, registrations, and any other protection available in the Work Product.     **10. ****Remedies for the Company****.**The termination of this Agreement by the Companyfor Cause shall not be deemed to be a waiver by the Company of any breach by Executive of thisAgreement or any other obligation owed the Company, and, notwithstanding such a termination,Executive shall be liable for all damages attributable to such abreach. Because of the specialrelationship between Executive and the Company, the confidential nature of the Company’sdevelopments and the fact that damages may not
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be adequate to enforce the rights of the Company in the event of a breach of this Agreement byExecutive, it is agreed that the Company may seek to enforce all or some of its rights by seekingan injunction from a court of appropriate jurisdiction.     **11.****Remedies for Executive**          (a) The termination of this Agreement by Executive for Good Reason shall not be deemed to bea waiver by Executive of any breach by the Company of this Agreement or any other obligation owedExecutive, and, notwithstanding such a termination, the Company shall be liable for all damagesattributable to such a breach.          (b) In the event that Executive is terminated for Cause and it is ultimately determined thatthe Company lacked Cause, (i) the termination shall be treated as a termination other than forCause; (ii) Executive shall have the right to seek remedy for a breach of this Agreement by theCompany, including, but not limited to, any other such damages as may be suffered and/or incurredby Executive, Executive’s costs incurred during the dispute and reasonable attorneys’ fees inconnection with such dispute; and (iii) Executive shall receive all severance benefits to which hewould have been entitled in the event of a termination by the Company without Cause, as providedin Section 5(g).     **12.****No Waiver****.**No waiver or non-action by either party with respect to any breach bythe other party of any provision of this Agreement, nor the waiver or non-action with respect tothe provisions of any similar agreement with other employees or the breach thereof, shall be deemedor construed to be a waiver of any succeeding breach of such provision, or as a waiver of theprovision itself.     **13. I****nvalid Provisions****.**Should any portion of this Agreement be adjusted or heldinvalid, unenforceable or void, such holding shall not have the effect of invalidating or voidingthe remainder of this Agreement and the parties hereby agree that the portion so held invalid,unenforceable, or void shall, if possible, be deemed amended or reduced in scope, or otherwise bestricken from this Agreement, to the extent required for the purposes of validity and enforcementthereof.     **14. ****Successors and Assigns.** Neither Executive nor the Company may assign its rights,duties, or obligations hereunder without consent of the other.     **15. ****Survival.** Unless otherwise provided herein, the provisions of Sections 6, 7, 8 and9 of this Agreement shall survive Executive’s termination ofemployment. Other provisions of thisAgreement shall survive any termination of Executive’s employment to the extent necessary to ensurethe preservation of each party’s respective rights and obligations.
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     **16. ****Prior Agreements.** This Agreement incorporates the entire agreement betweenboth parties with respect to the subject matter hereof and supersedes all other prior agreements(oral or written), documents or other instruments with respect to the matters covered herein.     **17. ****Governing Law.** This Agreement shall be governed by, and interpreted in accordancewith the internal substantive laws of the State of Illinois, without giving effect to theprinciples of conflicts of law. Each party hereto hereby irrevocably submits itself to theexclusive personal jurisdiction of the Federal and State courts sitting in the city of Chicago, andhereby waives any claims it may have as to inconvenient forum.     **18. ****No Oral Modifications.** This Agreement may not be changed or terminatedorally, and no change, termination or waiver of this Agreement or of any of the provisions hereincontained shall be binding unless made in writing and signed by both parties, and, in the case ofthe Company, by a person designated by the Board or any committee thereof.     **19. ****Notices.** All notices and other communications required or permitted hereunder shallbe made in writing, and shall be deemed properly given if delivered personally, mailed by certifiedmail, postage prepaid and return receipt requested, sent by facsimile, or sent by Express Mail orFederal Express or other nationally recognized express delivery service, as follows:       If to the Company: CytoCore, Inc., 414 North OrleansStreet, Chicago, Illinois  Attention: Robert McCullough, Chief Financial Officer       With a copy to: Edmund Schaffzin,    888 Seventh Avenue- Suite 4500,    New York, New York 10106       If to Executive: Dr. Augusto Ocana, 20 Foxcroft DrivePrinceton, New Jersey 08540       With a copy to: Kevin M. Briody, Esq., Gallagher, Briody& Butler 155 Village 155 Boulevard,Princeton, New Jersey 08540     Notice given by hand, Express Mail, Federal Express, or other such express delivery service shall be effectiveupon actual receipt. Notice given by facsimile transmission shall be effective upon actual receipt during the recipient’scustomary business hours, or at the beginning of the recipient’s next business day after receipt if not received during the
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recipient’s customary business hours. All notices sent by facsimile transmission shall be confirmedpromptly after transmission in writing by certified mail or personal delivery.     Any party may change any address to which notice shall be given to it by giving notice asprovided above of such change in address.     **20. ****Entire Agreement.** The parties expressly agree that this Agreement is contractual in natureand not a mere recital, and that it contains all the terms and conditions of the agreement betweenthe parties with respect to the matters set forth herein. All prior negotiations, agreements,arrangements, understandings and statements between the parties relating to the matters set forthherein that have occurred at any time or contemporaneously with theexecution of this Agreementare superseded and merged into this completely integrated Agreement. The Recitals set forth aboveshall be deemed to be part of this Agreement.     **21. ****Counterparts.** This Agreement may be executed in any number ofcounterparts, each of which shall be deemed to be an original, but all of which shall constituteone and the same instrument.     **IN WITNESS WHEREOF,**the parties have executed this Agreement as of the date first writtenabove.      **THE COMPANY:**