**Exhibit 10.2****THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOTBEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”) OR ANY STATE SECURITIESLAWS, AND ARE “RESTRICTED SECURITIES” AS THAT TERM IS DEFINED IN RULE 144 UNDER THE ACT. THESECURITIES MAY NOT BE SOLD, OFFERED FOR SALE, OR OTHERWISE TRANSFERRED UNLESS AND UNTIL REGISTEREDUNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS, OR UPON RECEIPT BY THE COMPANY OF ANOPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.**Warrant No. 092806-A**WARRANT TO PURCHASE SHARES OF COMMON STOCK****ISSUE DATE:**          **September 28, 2006**      This certifies that David J. Weissberg, M.D., an individual resident of New York State (or anyvalid transferee thereof, the “Holder”), for value received, is entitled to purchase from CytoCore,Inc., a Delaware corporation with its principal business office located at 414 North OrleansStreet, Suite 502, Chicago, Illinois 60610 (together with its successors and assigns, the“Company”), subject to the terms and conditions set forth below, at any time or from time to timeon and after the Issue Date as set forth above and before 3:00 p.m. (Eastern Daylight Time) onSeptember 28, 2011 (the “Expiration Date”), Four Million (4,000,000) shares of common stock,$0.001 par value per share, of the Company (“Common Stock), at a price of Twenty Cents ($0.20) pershare. The shares purchasable upon exercise of this Warrant, and the purchase price per share, eachas adjusted from time to time pursuant to the provisions of this Warrant, are hereinafter referredto as the “Warrant Shares” and the “Purchase Price,” respectively.      1. Exercise of the Warrant          (a) Exercise. The Holder may, at the Holder’s option, elect to exercise this Warrant, in wholeor in part, at any time or from time to time on or after the Issue Date and Vesting Date but priorto 3:00 p.m. (Eastern Daylight Time) on the Expiration Date, by surrendering this Warrant, with thepurchase form appended hereto as Exhibit I duly executed by or on behalf of the Holder, at theprincipal office of the Company, or at such other office or agency as the Company may designate,accompanied by payment in full, in lawful money of the United States, of the Purchase Price payablein respect of the number of Warrant Shares purchased upon such exercise. In no event shall any suchexercise be for fewer than 10,000 Warrant Shares unless fewer than an aggregate of 10,000 WarrantShares are then purchasable under all outstanding Warrants held by the Holder. Payment of theaggregate Purchase Price may be made in cash, certified or bank check, or wire transfer ofimmediately available funds.          (b) Exercise Date and Status as Holder of Shares. Each exercise of thisWarrant shall be deemed to have been effected immediately prior to the close of businesson the
 

 
day on which this Warrant shall have been surrendered to the Company as provided in Subsection l(a)above (the “Exercise Date”). At such time, the person or persons in whose name or names anycertificates for Warrant Shares shall be issuable upon such exercise as provided in Subsection l(c)below shall be deemed to have become the holder or holders of record of the Warrant Sharesrepresented by such certificates.          (c) Issuance of Certificates. As soon as practicable after the exercise of this Warrant inwhole or in part, and in any event within 10 business days thereafter, the Company, at itsexpense, will cause to be issued in the name of, and delivered to, the Holder, or as the Holder(upon payment by the Holder of any applicable transfer taxes) may direct:               (i) a certificate or certificates for the number of full Warrant Shares towhich the Holder shall be entitled upon such exercise plus, in lieu of any fractional share towhich the Holder would otherwise be entitled, cash in an amount determined pursuant to Section 3hereof; and               (ii) in case such exercise is in part only, a new warrant or warrants (dated the datehereof) of like tenor, calling in the aggregate on the face or faces thereof for the number ofWarrant Shares equal (without giving effect to any adjustment therein) to the number of such shares called for on the face of this Warrant minus the number of Warrant Shares for which thisWarrant was so exercised.          (d) Warrant Shares. The Warrant Shares issued upon any such exercise ofthis Warrant shall be validly issued, fully paid and non-assessable.          (e) Vesting Date. The Warrants Shares shall fully and irrevocably vest on January1,2007. The Warrant Shares are not exercisable before the Vesting Date.      2. Adjustments.          (a) Adjustment for Stock Splits and Combinations. If the Company shall at any time or fromtime to time after the Issue Date (or, if this Warrant was issued upon partial exercise of, or inreplacement of, another warrant of like tenor, then the date on which such original warrant wasfirst issued) (either such date being referred to as the “Original Issue Date”) effect asubdivision of the outstanding Common Stock, the Purchase Price then in effect immediately beforethat subdivision shall be proportionately decreased. If the Company shall at any time or from timeto time after the Original Issue Date combine the outstanding shares of Common Stock, the PurchasePrice then in effect immediately before the combination shall be proportionately increased. Anyadjustment under this Subsection 2(a) shall become effective at the close of business on the datethe subdivision or combination becomes effective.          (b) Adjustment for Certain Dividends and Distributions. In the event the Company at any timeor from time to time after the Original Issue Date shall make or issue, or fix a record date forthe determination of holders of Common Stock entitled to receive, a dividend or other distributionpayable in shares of Common Stock, then and in each such event the Purchase Price then in effectimmediately before such event shall be decreased as of the time of such issuance or, in the eventsuch a record date shall have been fixed, as of the close of business on such record date, bymultiplying the Purchase Price then in effect by a fraction:
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                    (1) the numerator of which shall be the total number of shares of Common Stock issued andoutstanding immediately prior to the time of such issuance or the close of business on such recorddate, and                    (2) the denominator of which shall be the total number of shares of Common Stockissued and outstanding immediately prior to the time of such issuance or the close of business onsuch record date plus the number of shares of Common Stock issuable in payment of such dividend ordistribution;provided, however, that if such record date shall have been fixed and such dividend is not fullypaid or if such distribution is not fully made on the date fixed therefor, the Purchase Price shallbe recomputed accordingly as of the close of business on such record date and thereafter thePurchase Price shall be adjusted pursuant to this Subsection 2(b) as of the time of actual paymentof such dividends or distributions.          (c) Adjustment in Number of Warrant Shares. When any adjustment is required to be made to thePurchase Price pursuant to Subsections 2(a) or 2(b), the number of Warrant Shares purchasable uponthe exercise of this Warrant shall be changed to the number determined by dividing (i) an amountequal to the number of shares issuable upon the exercise of this Warrant immediately prior to suchadjustment, multiplied by the Purchase Price in effect immediately prior to such adjustment, by(ii) the Purchase Price in effect immediately after such adjustment.          (d) Adjustment for Reorganization. If there shall occur any reorganization, recapitalization,reclassification, consolidation or merger involving the Company in which the Common Stock isconverted into or exchanged for securities, cash or other property (other than a transactioncovered by Subsections 2(a) or 2(b)) (collectively, a “Reorganization”), then, following suchReorganization, the Holder shall receive upon exercise hereof the kind and amount of securities,cash or other property which the Holder would have been entitled to receive pursuant to suchReorganization if such exercise had taken place immediately prior to such Reorganization. In anysuch case, appropriate adjustment (as determined in good faith by the Board) shall be made in theapplication of the provisions set forth herein with respect to the rights and interests thereafterof the Holder, to the end that the provisions set forth in this Section 2 (including provisionswith respect to changes in and other adjustments of the PurchasePrice) shall thereafter be applicable, as nearly as reasonably may be, in relation to anysecurities, cash or other property thereafter deliverable upon the exercise of this Warrant.          (e) No Adjustments in Certain Cases. No adjustment in the number of Warrant Shares purchasablepursuant to this Warrant shall be required unless the adjustment would require an increase ordecrease of at least one percent (1.0%) in the number of Warrant Shares then purchasable upon theexercise of this Warrant. Except as provided in this Section 2, no other adjustments inthe number, kind or price of shares constituting Warrant Shares shall be made during the term, orupon the exercise, of this Warrant. Further, no adjustments shall be made pursuant to this Section2 hereof in connection with the grant or exercise of presently authorized or outstanding options topurchase, or the issuance of shares of Common Stock under, the Company’s director or employeebenefit, option and incentive plans.
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          (f) Treasury Stock. For purposes of this Section 2, shares of Common Stock ownedor held at any relevant time by, or for the account of, the Company, in its treasury or otherwise,shall not be deemed to be outstanding for purposes of the calculations and adjustments hereindescribed.      3. Fractional Shares. The Company shall not be required upon the exercise of thisWarrant to issue any fractional shares, but shall pay in cash to the Holder an amount equal to suchfraction multiplied by the fair market value per share of Common Stock, as determined by the Boardof Directors in good faith.      4. Investment Representations. The initial Holder represents and warrants to the Company asfollows:          (a) Investment. The Holder is acquiring this Warrant, and (if and when such Holder exercisesthis Warrant) will acquire the Warrant Shares, for such Holder’s own account for investment and notwith a view to, or for sale in connection with, any distribution thereof, nor with any presentintention of distributing or selling the same; and the Holder has no present or contemplatedagreement, undertaking, arrangement, obligation, indebtedness or commitment providing for thedisposition thereof.          (b) Accredited Investor. The Holder is an “accredited investor” as defined in Rule 501(a)under the Act.          (c) Experience. The Holder has made such inquiry concerning the Company and its business andpersonnel as the Holder has deemed appropriate; and the Holder has sufficient knowledge andexperience in finance and business that the Holder is capable of evaluating the risks and merits ofan investment in the Company.      5. Transfers, etc.          (a) This Warrant and the Warrant Shares shall not be offered, sold or transferred unlesseither (i) they first shall have been registered under the Act and anyapplicable state securities laws, or (ii) the Company first shall have been furnished with anopinion of legal counsel, satisfactory to the Company, to the effect that such offer, sale ortransfer is exempt from the registration requirements of the Act and any applicable statesecurities laws.          (b) Each Warrant and certificate representing Warrant Shares shall bear a legend substantiallyin the following form:“The securities represented by this certificate have not beenregistered under the Securities Act of 1933, as amended, or any statesecurities laws, and may not be offered, sold or otherwise transferred,pledged or hypothecated unless and until such securities are registeredunder such act and applicable state securities laws or an opinion ofcounsel reasonably satisfactory to the Company is obtained to the effectthat such registration is not required.”
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      The foregoing legend shall be removed from the certificates representing any Warrant Shares,at the request of the holder thereof, at such time as they become eligible for resale pursuant toRule 144 under the Act.          (c) The Company will maintain a register containing the name and address of the Holder of thisWarrant. The Holder may change the Holder’s address as shown on the warrant register by writtennotice to the Company requesting such change.          (d) Subject to the provisions of clauses (a) and (b) of this Section 5, thisWarrant and all rights hereunder are transferable, in whole or in part, upon surrender of thisWarrant with a properly executed assignment (in the form of Exhibit II hereto) at the principaloffice of the Company (or, if another office or agency has been designated by the Company for suchpurpose, then at such other office or agency). Upon the presentation and surrender of such items tothe Company, the Company shall execute and deliver to the transferee or transferees of thisWarrant a new Warrant or Warrants, in the name of the transferee or transferees named in theassignment, and this Warrant shall at that time be canceled to the extent transferred.      6. No Impairment; Adjustment of Par Value          (a) The Company will not, by amendment of its charter or through any reorganization, transferof assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntaryaction, avoid or seek to avoid the observance or performance of any of the terms of this Warrant,but will at all times in good faith assist in the carrying out of all such terms and in the takingof all such action as may be necessary or appropriate in order to protect the rights of the Holderagainst impairment.          (b) Before taking any action that would cause an adjustment reducing the PurchasePrice per share below the then par value of the shares of Warrant Sharesissuable upon exercise of the Warrant, the Company will take any corporate action that may benecessary in order that the Company may validly and legally issue fully paid and non-assessableshares of such Warrant Shares at such adjusted price.      7. Record Date, etc. In the event:          (a) the Company shall take a record of the holders of its Common Stock (or other stock orsecurities at the time deliverable upon the exercise of this Warrant) for the purpose of entitlingor enabling them to receive any dividend or other distribution, or to receive any right tosubscribe for or purchase any shares of stock of any class or any other securities, or to receiveany other right; or          (b) of any capital reorganization of the Company, any reclassification of the Common Stock ofthe Company, any consolidation or merger of the Company with or into another corporation (otherthan a consolidation or merger in which the Company is the surviving entity and its Common Stock isnot converted into or exchanged for any other securities or property), or any transfer of all orsubstantially all of the assets of the Company; or          (c) of the voluntary or involuntary dissolution, liquidation or winding-up of the Company,
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then, and in each such case, the Company will send or cause to be sent to the Holder anotice specifying, as the case may be, (i) the record date for such dividend, distribution orright, and the amount and character of such dividend, distribution or right, or (ii) theeffective date on which such reorganization, reclassification, consolidation, merger, transfer,dissolution, liquidation or winding-up is to take place, and the time, if any is to be fixed,as of which the holders of record of Common Stock (or such other stock or securities at thetime deliverable upon the exercise of this Warrant) shall be entitled to exchange their sharesof Common Stock (or such other stock or securities) for securities or other propertydeliverable upon such reorganization, reclassification, consolidation, merger, transfer,dissolution, liquidation or winding-up. Such notice shall be sent at least 10 days prior to therecord date or effective date, for the event specified in such notice.      8. Reservation of Stock. The Company will at all times reserve and keep available, solelyfor issuance and delivery upon the exercise of this Warrant, such number of Warrant Shares andother securities, cash and/or property as from time to time shall be issuable upon the exerciseof this Warrant.9. Exchange or Replacement of Warrants          (a) Upon the surrender by the Holder of this Warrant, properly endorsed, to the Company atthe principal office of the Company, the Company will, subject to the provisions of Section 5hereof, issue and deliver to or upon the order of the Holder, at the Company’s expense, a newWarrant or Warrants of like tenor, in thename of the Holder or as the Holder (upon payment by the Holder of any applicable transfertaxes) may direct, calling in the aggregate on the face or faces thereof for the number ofshares of Common Stock (or other securities, cash and/or property) then issuable upon exerciseof this Warrant.          (b) Upon receipt of evidence reasonably satisfactory to the Company of the loss, theft,destruction or mutilation of this Warrant and (in the case of loss, theft or destruction) upondelivery of an indemnity agreement (with surety if reasonably required) in an amount reasonablysatisfactory to the Company, or (in the case of mutilation) upon surrender and cancellation ofthis Warrant, the Company will issue, in lieu thereof, a new Warrant of like tenor.      10. Notices. All notices and other communications from the Company to the Holder inconnection herewith shall be mailed by certified or registered mail, postage prepaid, or sentvia a reputable nationwide overnight courier service guaranteeing next business day delivery,to the address last furnished to the Company in writing by the Holder. All notices and othercommunications from the Holder to the Company in connection herewith shall be mailed bycertified or registered mail, postage prepaid, or sent via a reputable nationwide overnightcourier service guaranteeing next business day delivery, to the Company at its principal officeset forth above. If the Company should at any time change the location of its principal officeto a place other than as set forth above, it shall give prompt written notice to the Holder andthereafter all references in this Warrant to the location of its principal office at theparticular time shall be as so specified in such notice. All such notices and communicationsshall be deemed delivered (a) three business days after being sent by certified or registeredmail, return receipt requested, postage prepaid, or (b) one business day after being sent via areputable nationwide overnight courier service guaranteeing next business day delivery.
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      11. No Rights as Stockholder; No Liability. No provision of this Warrant shall beconstrued as conferring upon the Holder hereof the right to vote, consent, receive dividends orreceive notice as a stockholder in respect of meetings of stockholders for the election ofdirectors of the Company or any other matter whatsoever as a stockholder of the Company. In theabsence of affirmative action by the Holder hereof to purchase shares of Common Stock, no provisionhereof shall give rise to any liability of such Holder for the purchase price or as a stockholderof the Company, whether such liability is asserted by the Company or by creditors of the Company.      12. Payment of Taxes. The Company will pay all documentary stamp taxes, if any,attributable to the initial issuance of this Warrant or the shares of Common Stock comprising theWarrant Shares; provided, however, the Company shall not be required to pay any tax that may bepayable in respect of any transfer of this Warrant or Warrant Shares.      13. Amendment or Waiver. Any term of this Warrant may be amended or waived only byan instrument in writing signed by the party against which enforcement of thechange or waiver is sought. No waivers of any term, condition or provision of this Warrant, inany one or more instances, shall be deemed to be, or construed as, a further or continuing waiverof any such term, condition or provision or any other term, condition or provision hereof.      14. Section Headings. The section headings in this Warrant are for the convenienceof the parties only and in no way alter, modify, amend, limit or restrict the contractualobligations of the parties.      15. Severability. If any provision of this Warrant shall be held invalid, illegalor unenforceable, such invalidity, illegality or unenforceability shall not affect any otherprovision of this Warrant and, to this end, the provisions hereof are severable.      16. Assignment. This Warrant shall be binding upon and inure to the benefit of theparties hereto and their respective heirs, personal representatives, successors and permittedassigns.      17. Governing Law. This Warrant will be governed by and construed in accordance with theinternal laws of the State of Delaware (without reference to the conflicts of law provisionsthereof).      18. Signatures. This Warrant may be executed in one or more counterparts by facsimilesignature.(Signature appears on next page).
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      EFFECTIVE as of the Issue Date indicated above.       CYTOCORE, INC.       By: /s/ Robert F. McCullough, Jr.       Robert F. McCullough, Jr.  Title: Chief Financial Officer
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