exv10w28






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.	 	PSS
	 
	 	ii.	 	McKesson
	 
	 	iii.	 	Henry Schein
	 
	 	iv.	 	Cardinal
	 
	 	v.	 	Labsco
	 
	 	vi.	 	Infolab
	 
	 	vii.	 	Cooper Surgical
	 
	 	viii.	 	Nipro (Latin America Market)






	 	b.	 	Introduction of Cytocore to distributor associations such as:






	 	i.	 	IMCO
	 
	 	ii.	 	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 management
	 
	 	c.	 	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 forecast
	 
	 	b.	 	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










 









 












	 	ii.	 	Palletize and wrap
	 
	 	iii.	 	Put away into dedicated warehouse locations
	 
	 	iv.	 	Receive preservative
	 
	 	v.	 	Assemble kits (place SoftPap and preservative product in one carton)
	 
	 	vi.	 	Inventory kits
	 
	 	vii.	 	Receive orders and shipping instructions from Cytocore
	 
	 	viii.	 	Pick, Pack, and Ship product to distributor customer
	 
	 	ix.	 	Invoice the customer






	 	i.	 	Customer remits payment to Cytocore (bank lock box)
	 
	 	j.	 	Cytocore to pay freight to distributor customer
	 
	 	k.	 	Cytocore to establish sell prices.






	6.	 	Amsino Compensation






	 	a.	 	Amsino will be paid, by Cytocore, $1.00 (per unit sold) above direct expenses
	 
	 	b.	 	Direct expenses include






	 	i.	 	Pallets and wrapping material
	 
	 	ii.	 	Cartons and related material for kit assembly
	 
	 	iii.	 	Ocean freight and fees
	 
	 	iv.	 	Freight to customer






	7.	 	Additional Consideration






	 	a.	 	Amsino to provide weekly sales information to Cytocore
	 
	 	b.	 	Amsino to provide weekly inventory information to Cytocore
	 
	 	c.	 	Cytocore responsible for marketing program expenses.






	8.	 	Open Issues for Discussion
	 
	9.	 	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 Kelsey
	 	 
	 

	 	 	 	 
	 

	 	Phllander Kelsey	 	 






	 	 	 	 	 

	Agreed by Cytocore

	 	/s/ Robert McCullough Jr.
	 	 
	 

	 	 	 	 
	 

	 	Robert McCullough Jr.,	 	 







	11.	 	Each party can terminate the agreement on 90 day notice.