EXHIBIT
10.17

    

    


    
      Atossa
Genetics

    

    
      Proposal
for CFO Services

    

    


    
      Prepared
for Atossa Genetics

    

    
      For
Internal Use Only

    

    May
28, 2010

    
      Proposal
Valid for 30 Days

    

    


    
      Agreement

    

    


    This is
an Agreement (“Agreement”) made as of June 3, 2010, by and between Atossa
Genetics, Inc.(also referred to herein as, “Atossa Genetics,” “client,” or
“customer”) and Chris Benjamin, (also referred to herein as “consultant,” “CFO”
or “Chris Benjamin”) individually referred to as a “party” and collectively
referred to herein as the “parties.” This Agreement shall take the place of any
and all other agreements that may have been agreed to in verbal, or written,
form between the parties.

     

    RECITALS

     

    Whereas,
the Company is in the business of developing scientific diagnostic products and
testing in the health industry and in the conduct of such business desires to
hire the services of consultant as further described in this
Agreement;

     

    Whereas,
the Consultant has expertise in accounting and finance, as well as knowledge and
expertise in public reporting requirements and accounting packages that may be
helpful to the Company:

     

    Therefore,
in consideration of the mutual promises set forth in this Agreement, it is
agreed by and between Atossa Genetics and Chris Benjamin, as
follows:

     

    Overview

     

    Atossa
Genetics is looking for an interim CFO to help with the accounting and financial
reporting of the client’s business in present and future stages and throughout
the process of going public from a financial, accounting and regulatory
perspective. This role has the potential to become full time, at which point
both parties can discuss the potential for changing the terms of the proposal
below if it is a fit for both sides; notwithstanding the foregoing, however,
Atossa Genetics shall determine, in its sole authority, whether, or not a
full-time opportunity might be made available to Chris Benjamin.

     

    Most
notably in the near future, Atossa Genetics is looking for guidance
on:

     

    
      	
               
      

            	
              ·

            	
              Accounting
      system recommendations, selection assistance &
      implementation

            


    

    
      	
               
      

            	
              ·

            	
              Proper
      setup of accounting policies & procedures for a publicly traded
      company

            


    

     

    
      
        	
                Rogue
      CFO Consulting

              	
                http://www.roguecfo.com

              	
                chrisb@roguecfo.com

              


      

    

     


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    
      	
               
      

            	
              ·

            	
              Filing
      of reports with the SEC as
required

            


    

    


    Below in
the Project Specifications section is a detailed listing of what the CFO role
would potentially encompass.

     

    Project
Specifications

     

    This
engagement’s services shall include Chris Benjamin working as a CFO for Atossa
Genetics and performing all tasks customarily performed by a CFO for a venture
which is currently in startup, development as well going public (IPO)
phase.

     

    The
responsibilities of the CFO will include, but not limited to:

     

    
      	
               
      

            	
              ·

            	
              Accounting
      system recommendation, selection assistance &
      implementation

            


    

    
      	
               
      

            	
              ·

            	
              Proper
      setup and positioning of any accounting policies and procedures to be
      compliant as a reporting company

            


    

    
      	
               
      

            	
              ·

            	
              Timely,
      in best practice, SEC required reporting and
  filing

            


    

    
      	
               
      

            	
              ·

            	
              Timely,
      in best practice, Quarterly audit
facilitation

            


    

    
      	
               
      

            	
              ·

            	
              Creation
      and/or revision of financial forecasts to benchmark future
      performance

            


    

    
      	
               
      

            	
              ·

            	
              Review
      monthly accounting from a managerial
perspective

            


    

    
      	
               
      

            	
              ·

            	
              Financial reporting
      & analysis to add depth and knowledge to the monthly
      numbers

            


    

    
      	
               
      

            	
              ·

            	
              Cash
      flow recommendations to maximize cash
  utilization

            


    

    
      	
               
      

            	
              ·

            	
              General
      business advice

            


    

    
      	
               
      

            	
              ·

            	
              Liaison
      to investors (if applicable)

            


    

    
      	
               
      

            	
              ·

            	
              Federal
      & State tax returns (if
applicable)

            


    

    
      	
               
      

            	
              ·

            	
              Any
      other consulting required by Atossa Genetics where the consultant can add
      valuable input and advice

            


    

    


    Tenure
& Commencement

    


    Consultant
shall begin work for client on July 1, 2010 and the client may terminate the
relationship at any time, after having given 30 days’ notice to consultant. Said
notice may be given by email to chrisb@roguecfo.com.
The client is responsible for any unbilled hours up until the date of
termination, and the consultant is responsible for the refund of any unused
retainer.  Any payments due in either direction will be due within 30
days of the official contract ending date.

     

    Fee
Schedule

     

    
      
        
          
            	
                    Atossa Genetics Proposed Fee Structure

                  	 	
                    
                    

                    Fixed Monthly Price

                  	 	 	
                    Hours

                    Available

                  	 	 	
                    
                    

                    Rate Per Hour

                  	 
	
                    Monthly
      Retainer

                  	 	$	2,250	 	 	 	25	 	 	$	90	 
	 
      	 	 	 	 	 	 	 	 	 	 	 	 
	
                    Hourly
      Rate for Excess Hours Over Monthly Allotment**

                  	 	 	 	 	 	 	 	 	 	$	100	 
	 
      	 	 	 	 	 	 	 	 	 	 	 	 
	
                    * *
      Consultant shall
      immediately notify Atossa Genetics when the monthly hours have been used
      in their entirety in any given month and provide a fixed quote for work
      which will need to be completed prior to commencing any additional work on
      behalf of Atossa Genetics for that month. Consultant agrees herein that
      ALL WORK performed for Atossa Genetics whall be the sole property of
      Atossa Genetics and consultant’s work is a “work for hire,” owned
      exclusively and entirely by Atossa Genetics.

                  	 	 	 	 	 	 	 	 	 	 	 	 


          

        

      

    

     

    
      
        	
                Rogue
      CFO Consulting

              	
                http://www.roguecfo.com

              	
                chrisb@roguecfo.com

              


      

    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    A
retainer of $2,250 each month for 25 hours of work to be paid at the beginning
of each month, shall be paid to consultant. Based on the tasks a CFO would
typically perform for a venture of Atossa Genetics size and its desires to grow
and explore options it is estimated that 25 hours shall be sufficient. The
client’s retainer will guarantee the allocation of time and services by the
consultant to work for the client as needed, with this arrangement commencing on
July 1, 2010, with the first payment due to consultant at that
time.

     

    In the event that the monthly
hours exceed 25, additional hours will be billed in the subsequent month at a
rate of $100/hour, provided, however, that any hours performed in excess of 25
each month, shall be approved in writing by Atossa Genetics prior to the
consultant’s commencement of work past 25 hours, in order for any work performed
in excess of 25 hours to be qualified for payment herein, under the terms of
this Agreement.

     

    Payments

     

    Payment
for the month are due at the beginning of the month by the 3rd (i.e. July’s retainer
would be due by
July 3rd).
Consultant shall submit an invoice approximately 1 week before the end of
the month
for the upcoming month.

     

    Payments
can be made through multiple methods. For address, banking information or to put
your credit card on file, contact Chris Benjamin chrisb@roguecfo.com.

     

    
      	
               
      

            	
              ·

            	
              Paypal:
      chrisb@roguecfo.com

            


    

    
      	
               
      

            	
              ·

            	
              Wire
      Transfer

            


    

    
      	
               
      

            	
              ·

            	
              Check

            


    

    
      	
               
      

            	
              ·

            	
              Visa/Mastercard/Amex

            


    

    


    Conflicts
of Interest

     

    Consultant
is is required to declare any interest that may prevent him from offering
disinterested advice. Consultant is unaware of any current conflicts of interest
and, should any conflicts appear in the future, client may rest assured that he
will bring them to the client’s attention immediately.

     

    
      
        	
                Rogue
      CFO Consulting

              	
                http://www.roguecfo.com

              	
                chrisb@roguecfo.com

              

 

    

    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    Confidentiality

     

    Consultant
is bound by professional secrecy and may not disclose any of the client’s
confidential information without the client’s written consent unless required to
do so by law. Consultant will not use any client’s information for personal
benefit, regardless of whether or not it actually causes the client
harm.

     

    Necessary
data

     

    The
client will provide the consultant with all the reasonably necessary documents
and financial data currently available to enable consultant to do his job
accurately and effectively. Any questions after reviewing the data provided by
the client will be brought up as soon as possible so the project can be
completed in a timely manner.

     

    Assumptions

     

    Any
assumptions consultant makes will be both reasonable and realistic, and they
will be disclosed to the client in writing in any documents provided to the
client.

     

    Recommendations

     

    Consultant
will discuss with the client any recommendations he may have based on his
observations. These may or may not be outside the scope of the consultant’s
engagement, and are meant solely as professional feedback to help the client
with the business, based on best business practices experienced by the industry
within which the client works. However, it is understood that CFO shall focus
nearly 100% of his time on the finance and reporting requirements outlined in
the Project Specifications and any work involving Recommendations within the
framework of this paragraph (other than the Project Specifications) shall be
approved in writing by Atossa Genetics prior to their analysis and commencement
with respect to the time spent on them each month under the terms of this
Agreement.

    


    Such
recommendations may include:

     

    
      	
               
      

            	
              ·

            	
              The
      advantages and disadvantages of the various
  alternatives;

            


    

    
      	
               
      

            	
              ·

            	
              The
      costs of the various alternatives;

            


    

    
      	
               
      

            	
              ·

            	
              The
      risks involved in the various
alternatives;

            


    

    
      	
               
      

            	
              ·

            	
              The
      time sensitivity of
recommendations;

            


    

    
      	
               
      

            	
              ·

            	
              The
      consequences of no action being taken;
and

            


    

    
      	
               
      

            	
              ·

            	
              The
      impact of a change in the assumptions on the projected
      results.

            


    

    
         
·

    

    The
client is obliged to inform the advisor if he or she does not understand any of
the above points.

     

    In
Closing

     

    Thanks
for giving Rogue CFO Consulting the opportunity to present our ideas and costs
for your consideration. We are very excited the path and direction Atossa
Genetics is taking and are excited to establish a long term partnership! Please
do not hesitate to contact us if you have any questions and we are looking
forward to working with you soon.

     

    
      
        	
                Rogue
      CFO Consulting

              	
                http://www.roguecfo.com

              	
                chrisb@roguecfo.com

              


      

    

      

    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    Sincerely,

    
      Chris
Benjamin

    

    


    
      425.879.5304
- Cell

    

    
      818.528.5430
- Office

    

    
      chrisb@roguecfo.com

    

     

    The
terms and conditions of this Agreement are agreed to as follows:

     

    
      
        
          	
                  Agreement
      & Signature

                	 
      	 
      
	 
      	 
      	 
      
	
                  /s/  Chris
      Benjamin

                	 
      	 
      
	 
      	 
      	 
      
	
                  Chris
      Benjamin, Rogue CFO Consulting

                	 
      	 
      
	 
      	 
      	 
      
	
                  Date:
      6/3/2010         
      

                	 
      
	 
      	 
      	 
      
	
                  Atossa
      Genetics, Inc.

                	 
      	 
      
	
                  Print
      Name

                	 
      	 
      
	 
      	 
      	 
      
	
                  /s/
      Robert L. Kelly

                	 
      	 
      
	 
      	 
      	 
      
	
                  By:  Robert
      L. Kelly

                	 
      	 
      
	
                  Its:
      President

                	 
      	 
      
	 
      	 
      	 
      
	
                  June
      3, 2010

                	 
      	 
      


        

      

    

     

    
      
        	
                Rogue
      CFO Consulting

              	
                http://www.roguecfo.com

              	
                chrisb@roguecfo.com