Unassociated Document


    BUSINESS
CONSULTANT AGREEMENT

     

      
        

      

    

     

    This
Business Consultant Agreement ("Agreement") is made effective January 1,
2011.

    


    


    
      	
              BETWEEN:

            	
              Dr. Edward Sauter, MD,
      (the "Consultant"), an individual with his main address located
      at:

            


    

    


    1812 Belmont Road

    Grand
Forks, ND 58201

    


    


    
      	
              AND:

            	
              Atossa Genetics, Inc.
      (the "Company"), a company organized and existing under the laws of
      the State of Delaware, with its head office located
  at:

            


    

    


    4105 E. Madison St., Suite
320

    Seattle,
WA 98112

    


    NOW,
THEREFORE, in consider­ation of the mutual covenants set forth herein and
intending to be legally bound, the parties hereto agree as follows:

    


    
      	
              A.

            	
              CONSULTATION
      SERVICES

            


    

    


    The company hereby employs the
consultant as a member of the Scientific Advisory Board to perform the following
services in accordance with the terms and conditions set forth in this
agreement: Provide scientific advice to the board of directors and officers of
the Company; recommend additional qualified individuals to join the SAB, and
participate in meetings of the SAB.

     

    
      	
              B.

            	
              TERMS
      OF AGREEMENT

            


    

    


    This
agreement will begin the effective date of this agreement and will end December
31, 2011. Either party may cancel this agreement on 30 days notice to the other
party in writing, by certified mail or personal delivery.  This
agreement can be extended on an annual basis upon mutual written agreement of
the parties.

    


    
      	
              C.

            	
              TIME
      DEVOTED BY CONSULTANT

            


    

    


    It is
anticipated the consultant will spend approximately four hours per month in
fulfilling its obligations under this contract. The particular amount of time
may vary from month to month. However, the consultant shall devote a minimum of
four hours per month to its duties in accordance with this
agreement.

    


    
      	
              D.

            	
              PLACE
      WHERE SERVICES WILL BE RENDERED

            


    

    


    The
consultant will perform most services in accordance with this contract at a
location of consultant’s discretion. In addition, the consultant will perform
services on the telephone and at such other places as necessary to perform these
services in accordance with this agreement.

     

    
      	
              E.

            	
              COMPENSATION,
      BENEFITS AND EXPENSES

            


    

     

    
      

        
          	
                	
                  5.1

                	
                  Compensation

                


        

      

    

     

    In
consideration of the services to be rendered hereunder, Consultant shall be paid
$250.00 per hour.

     

    
      
        
          
            
              	 
      	 
      
	
                      Business
      Consultant Agreement

                    	
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                5.2

              

            	
                    
                Benefits

              

            


    

     

    Other
than the compensation specified in this 5.1, Consultant shall not be entitled to
any direct or indirect compensation for services performed
hereunder.

     

    
      	
            	
                    
                5.3

              

            	
                    
                Expenses

              

            


    

     

    The
Company shall reimburse Consultant for reasonable travel and other business
expenses incurred in the performance of the duties hereunder in accordance with
the Company’s general policies, as they may be amended from time to time during
the course of this Agreement.

    


    
      	
              6

            	
              INDEPENDENT
      CONTRACTOR

            


    

    


    Both the
company and the consultant agree that the consultant will act as an independent
contractor in the performance of its duties under this contract. Accordingly,
the consultant shall be responsible for payment of all taxes including Federal,
State and local taxes arising out of the consultant's activities in accordance
with this contract, including by way of illustration but not limitation, Federal
and State income tax, Social Security tax, Unemployment Insurance taxes, and any
other taxes or business license fee as required.

    


    
      	
              7

            	
              CONFIDENTIAL
      INFORMATION

            


    

    


    The
consultant agrees that any information received by the consultant during any
furtherance of the consultant's obligations in accordance with this contract,
which concerns the personal, financial or other affairs of the company will be
treated by the consultant in full confidence and will not be revealed to any
other persons, firms or organizations.

    


    
      	
              8

            	
              USE
      OF WORK PRODUCT

            


    

    


    Except as
specifically set forth in writing and signed by Company and Consultant,
Consultant shall have all copyright and patent rights with respect to all
materials developed under this contract, and Company is hereby granted a
non-exclusive, royalty-free license, with a right to sublicense, to use and
employ such materials within the Company’s business.

    


    IN
WITNESS WHEREOF, the parties hereto have executed this Agreement as of December
17th, 2010.

     

    
      
        
          
            
              	
                      COMPANY

                    	 	
                      CONSULTANT

                    
	 
      	 	 
      
	 
      	 	 
      
	 
      	 	 
      
	
                      /s/ Steven C. Quay

                    	 	
                      /s/ Edward R. Sauter

                    
	
                      Authorized
      Signature

                    	 	
                      Authorized
      Signature

                    
	 
      	 	 
      
	
                      Steven C. Quay, President and
      CEO

                    	 	
                      Edward R.
      Sauter

                    
	
                      Print Name and
      Title

                    	 	
                      Print Name and
      Title

                    
	 
      	 	 
      
	
                      December 17,
      2010

                    	 	
                      December 17,
      2010

                    


            

          

        

      

    

     

     

    
      	 
      	 
      
	
              Business
      Consultant Agreement

            	
              Page
      2 of 2