Exhibit 10.28
 Cytocore/Amsino Distribution Service Agreement
 Basic Terms
 Revised April 15, 2009
 1.
    
    Overview- Cytocore offers specialty diagnostic and treatment products to the healthcare
market. Amsino International, Inc. offers sales channel and distribution services to that
market.2.
    
    Cytocore will designate Amsino as the exclusive worldwide sales channel and
distribution
partner.3.
    
    Sales Channel Services will include but not limited to:
 a.
    
    Introduction of Cytocore management to selected end user distributors such as:
 i.
    
    PSSii.
    
    McKessoniii.
    
    Henry Scheiniv.
    
    Cardinalv.
    
    Labscovi.
    
    Infolabvii.
    
    Cooper Surgicalviii.
    
    Nipro (Latin America Market)
 b.
    
    Introduction of Cytocore to distributor associations such as:
 i.
    
    IMCOii.
    
    NDC (Abco, CIDA, Starline)
 4.
    
    Distribution services will include but not limited to:
 a.
    
    China to US logistics (Amsino warehouse or customer)b.
    
    Warehousing and inventory managementc.
    
    Order management (Purchase order to delivery to distributor customer)d.
    
    Customer Service
 5.
    
    Proposed Process Flow (Subject to revision prior to formal
contract)
 a.
    
    Amsino produces products per Cytocore forecastb.
    
    Cytocore purchases product from Amsino manufacturing facility in China at a
FOB China
price.c.
    
    Cytocore to retain title to the product until invoiced to distributor
customer (i.e. PSS,
Henry Schein)d.
    
    Amsino China and Pomona office manages logistics required to bring product
from
China to Pomona warehouse.e.
    
    Cytocore to pay freight from China to Amsino Pomona warehouse.f.
    
    Amsino to warehouse the product with a 3PL scenario.g.
    
    Product is owned by Cytocore. Amsino will not take title to the product.h.
    
    Additional Services Provided by Amsino
 i.
    
    Receive and upload product from containers




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ii.
    
    Palletize and wrapiii.
    
    Put away into dedicated warehouse locationsiv.
    
    Receive preservativev.
    
    Assemble kits (place SoftPap and preservative product in one carton)vi.
    
    Inventory kitsvii.
    
    Receive orders and shipping instructions from Cytocoreviii.
    
    Pick, Pack, and Ship product to distributor customerix.
    
    Invoice the customer
 i.
    
    Customer remits payment to Cytocore (bank lock box)j.
    
    Cytocore to pay freight to distributor customerk.
    
    Cytocore to establish sell prices.
 6.
    
    Amsino Compensation
 a.
    
    Amsino will be paid, by Cytocore, $1.00 (per unit sold) above direct expensesb.
    
    Direct expenses include
 i.
    
    Pallets and wrapping materialii.
    
    Cartons and related material for kit assemblyiii.
    
    Ocean freight and feesiv.
    
    Freight to customer
 7.
    
    Additional Consideration
 a.
    
    Amsino to provide weekly sales information to Cytocoreb.
    
    Amsino to provide weekly inventory information to Cytocorec.
    
    Cytocore responsible for marketing program expenses.
 8.
    
    Open Issues for Discussion9.
    
    This term sheet does not represent a formal contract. All terms and conditions are subject to
change upon development of final agreement.10.
    
    Amsino will maintain Cytocores receivables. This will include the responsibility of posting
invoices and collections on Amsinos billing and accounting system. Purchase orders will interface
with billing invoices receivables and payments. Amsino will verify credit worthiness and be
responsible for collections.
 Agreed by Amsino
    
    /s/ Phllander KelseyPhllander Kelsey
 Agreed by Cytocore
    
    /s/ Robert McCullough Jr.Robert McCullough Jr.,
 11.
    
    Each party can terminate the agreement on 90 day notice.