(b) Consultant shall receive a monthly advance fee *(Draw)*of2,000 Euros/month to be offset against future commissions earned by Consultant.               (c) 35% of the commissions due Consultant shall be paidupon the sale and delivery and invoicing of inventory to distributors or health providers, reducedby Draw previously paid by the Company to Consultant; the balance shall be paid with 10 days afterpayment by the distributor to the Company has cleared or letter of credit has been received by theCompany.               (d) The Company will provide Consultant with the basis uponwhich the Company has determined commissions to be due to Consultant. Consultantmay request an audit of such calculation. The Company shall perform such audit, butConsultant will be charged for such expense unless the audit determines that thecommission paid to the Consultant is less than 95% of the correct commission amount.               (e) Payment of commissions shall be paid in U.S. Dollars.Conversion of U.S. Dollars into Euros will be responsibility of the Consultant.               (f) Consultant is authorized to incur reasonable, ordinary andnecessary business expenses in the performance of his duties, except that any expense of $200.00 orhigher shall require the prior approval of Director of International Sales and for expenses over$500 approval by the CEO of the Company. Approved consultant expenses will be reimbursed by bankwire by dollars after translated into Euros within 14 calendar days of submission.Consultant shall be eligible to receive the following grants of common stock based onperformance:     (a) 100,000 shares of common stock of the Company should sales generated byConsultant’s customers equal or exceed U.S. $1,000,000 during the first 12 months ofthecontract.     (b) 200,000 shares of common stock of the Company should sales by Consultants’Customers equal or exceed U.S. $2,500,000 during the first 12 months of the contract.     (c) 100,000 shares of common stock of the Company should sales to Consultant’scustomers equal or exceed U.S. $4,000,000 during the second year of the contract.     (d) 200,000 shares of common stock of the Company should sales to Ocana Distributorsequal or exceed U.S. $6,000,000 during the second year of the contractConsultant may receive other bonus upon the company’s discretion.               5.) The term of this Agreement shall commence on the date a fully executed Agreement isreceived by Consultant and shall continue in full force and effect for a
 

 
probationary period of 6 months during which any party may terminate. All amounts outstandingwill be paid to the consultant. Notwithstanding the foregoing, the Company may continue thisAgreement without continuing to pay a *Draw*if, in the Company’s sole discretion, it determines thatprogress in implementing the distribution system is not proceeding as rapidly as anticipated,Consultant will provide a 3 month notice of termination, duringwhich he will ensure a smooth andprofessional termination, including the transition of assignments and contacts to persons or otherconsultants designated by the company. Company will provide a 9 month notice of termination to theconsultant. In the event the company decides not to use the Consultant’s services during the 9 monthperiod, consultant will be paid for the full 9 months. If consultant leaves voluntarily before the9 month period expires, all consultancy fees will terminate.               6.) Consultant is providing services to the Company as anindependent contractor and shall not be deemed to be an employee of the Company for any purpose.          **IN WITNESS WHEREOF**, the parties hereto have set their hands this 14 day of April 2010.      **CYTOCORE, INC.**