EXHIBIT 10.1Consulting AgreementThis Consulting Agreement (the “Agreement”) between Molecular Diagnostics, Inc. dba CytoCore Inc(the Sponsor) a Delaware corporation having its principal offices at 414 N. Orleans St., Suite 502,Chicago, IL 60610 and GSG Enterprises LLC, having offices at __________________(the Consultant)shall become effective as of March 1, 2006.The Consultant’s senior management is a recognized expert in the field of obstetrics and gynecologyand has specific expertise that is of interest to CytoCore Inc. Such expertise may be of value toCytoCore Inc in the development of its systems and products. Consultant and its senior managementhave indicated that they are under no obligation to any third party which would prevent them fromacting as a consultant to CytoCore Inc. CytoCore Inc is engaged in the pursuit of technical andcommercial opportunities in the development of biological techniques and processes that relate tothe collection, screening, and analysis of cellular material, either *in-vivo*or in-vitro, for thepurpose of early detection of cancers (the “Field”).In view of these premises and the mutual covenants contained herein, the consulting engagementshall be conducted according to the following terms and conditions:1. CytoCore Inc and Consultant are each independent contractors of one another, and thisAgreement shall not be construed to constitute a partnership or joint venture between any ofthem or make any party the agent or employee of another. No party shall hold itself outcontrary to the terms of this provision and no party shall become liable for anyrepresentation, act or omission of another party contrary to the terms hereof.2. The parties hereto intend to conduct their relationship in compliance with all applicablelocal, state and federal laws and regulations governing the performance of research andclinical investigations including, but not limited to, the Federal Food, Drug(s) and CosmeticAct and regulations of the Food and Drug(s) Administration. CytoCore Inc shall comply with alllaws, rules, regulations and common law relating to patient privacy and the confidentiality ofmedical information. Without limiting the foregoing, CytoCore Inc shall keep confidential andshall not use or disclose any “protected health information” as defined in the HealthInsurance Portability and Accountability Act of 1996, 42 U.S.C. Section 1320d, et.seq. and regulations thereunder (collectively, “HIPAA”), except in accordancewith authorization signed by the patient. CytoCore Inc shall not use any information obtainedin connection with this Agreement to contact patient(s) or for marketing purposes.3. The parties hereto agree that all research involving Human Subjects must be approved byInstitution’s Institutional Review Board (“IRB”) before it becomes effective or commences.Consultant shall obtain from each of the participants written informed consent in compliancewith 21 CFR 50.20 through 50.27.4. Consultant will act as an independent consultant to CytoCore Inc in the Field and willprovide services, advice and counsel, assistance in identifying problems, recommendations asto optimum solutions, and collaboration with and assistance to CytoCore Inc personnel orothers employed or retained by CytoCore Inc relating to the development and marketing ofproducts in the Field through its senior management.
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5. Consultant and its senior management will cause its senior management to act as advisor tothe Director of the Medical Advisor to CytoCore lnc, which shall include participation inmeetings of the Medical Advisory Board of CytoCore Inc, representation of CytoCore Inc onissues of medical importance, representation of CytoCore Inc at meetings with healthcareproviders, including but not limited to government health entities, and attendance andrepresentation of CytoCore Inc at other medical technology related meetings as required.6. Consultant and its senior management shall be indemnified in accordance with the terms andconditions of Articles 20-23, which together with the Research Protocol (Appendix *A)*shallbecome a part of this Agreement.7. Consultant shall commit the necessary time to those activities.8. Compensation for the services performed under this Agreement shall be paid by CytoCore Inc toConsultant at an annual rate of US Two Hundred Thousand Dollars (US$200,000) as follows: i) Forty-five US Thousand Dollars (US$45,000) paid every three months in advance,as of March 1, 2006. ii) Payments will be made by US check to GSG Enterprises LLC and sent on theassigned date by Federal Express to GSG Enterprises LLC, 25154 Beachwood Ohio 44122USA. iii) US Five Thousand Dollars (US$5,000) provided as CytoCore Inc stock at a reducedmarket value for the same day by 50-30%, three months in advance, as of March 1, 2006. iv) Shares of Common Stocks will be issued to Consultant and sent on the assigneddate by Federal Express to the Consultant at 25154 Beachwood Ohio 44122 USA. v) All payments are subject to an annual 4% increase during the life of thecontract.9. All travel expense will be reimbursed within thirty (30) days after receipt of a written,itemized statement for any such expenses incurred in providing the above described consultingservices. It is understood that airfare for domestic travel shall be at coach class rates,with reimbursement for upgrades provided as available, and all airfare for internationaltravel shall be at business class rates.10. No other expenses will be incurred on behalf of CytoCore Inc. under this Agreement withoutthe advanced consent of CytoCore Inc.11. Consultant’s role under this Agreement is as an independent consultant and it is understoodthat Consultant will not hold itself out as an agent of CytoCore Inc or any subsidiary oraffiliate of CytoCore Inc without CytoCore Inc’s prior written consent.
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12. Prior to release, CytoCore Inc will provide Consultant with a review copy of all pressreleases, manuscripts, and other documents, which in any way use its or its seniormanagement’s name or affiliation with CytoCore Inc. Consultant shall be afforded a reasonableperiod of time to comment on or request changes to such documents. Subsequent to thetermination of this Agreement, CytoCore lnc will immediately cease to use the name ofConsultant and any of its senior management in any form and Consultant will immediately ceaseany representations of its affiliation with CytoCore Inc. 13. Except for obligations of confidentiality, the term of this Agreement shall commence on March1, 2006 and run for ten (10) consecutive years. This Agreement may be terminated earlier byeither party by providing thirty (30) days written notice to the other party and may beextended for additional periods by mutual agreement in writing. This Agreement shall beconsidered as automatically terminated in the event of the death or disability of seniormanagement. Disability shall mean consulting services death or at any time that they havebeen incapacitated to the extent that senior management is incapable of rendering consultingservices for a period of six (6) consecutive months. 14. The Confidential Disclosure Agreement signed by CytoCore inc on January 27, 2006 is attachedas Appendix B and is hereby made a part of this Agreement. 15. The ownership of any inventions, whether or not patentable, relating to the Field, which aremade in the performance of Consultant’s consulting services under this Agreement will begoverned by the License Agreements between CytoCore Inc and University Hospitals of Clevelandsigned on January 27 2006 and the existing License Agreement between Ampersand aka MolecularDiagnostics dba CytoCore Inc from February 24 1999 (updated January, 27 2006). 16. Nothing in this Agreement nullifies any currently outstanding agreements between any memberof Consultant’s senior management and CytoCore Inc regarding patents and inventions andrelated royalties agreements. 17. Consultant shall not assign its rights to remuneration or delegate his obligations under thisAgreement to a third party. CytoCore Inc shall not assign its rights or delegate itsobligations under this Agreement without advanced written consent. 18. This Agreement does not prevent Consultant from doing teaching, research, consulting,investigation and any other work for any other individual, institution, company, orcorporation so long as it is not in the Field and does not conflict with his services underthis Agreement or directly compete with products currently being developed by CytoCore Inc. 19. Consultant and senior management of Consultant shall have the right, in their discretion, topublish freely, in scientific journals, the clinical data generated from the research.Consultant shall furnish CytoCore Inc with a copy of any proposed publication of material atleast thirty (30) days in advance of the proposed publication date for the purpose ofreviewing the proposed publication and agrees to consider, in good faith, any requestedrevisions to such publication. CytoCore Inc will provide comments in writing within thirty(30) days. CytoCore
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  will be given the option of receiving acknowledgement in such publications for itssponsorship. 20. CytoCore Inc agrees to indemnify, defend and hold harmless Consultant and its seniormanagement from and against any claims, causes of action, investigations, suits, liability,damage, and costs (including attorney fees and court costs) that are based on or related inany way to (i) assertions of personal injury, death, and property damage sustained inconnection with the Research Protocol, Equipment, Screening / Diagnostic Devices, DrugDelivery System, Research Drug(s), Research Materials or Protocol, (ii) assertions of productor other liability (strict or otherwise) related to the Research, Equipment, the ResearchScreening / Diagnostic Devices, Drug Delivery System, Research Drug(s) or Research Materials,(iii) assertions of intellectual property infringement arising out of or related to theResearch, Equipment, the Research Screening / Diagnostic Devices, Drug Delivery System,Research Drug(s), Research Materials or Protocol, or (iv) any breach of this Agreement orviolation of law by CytoCore Inc. CytoCore Inc will pay any such damages and costs of theIndemnitees, including all of their expenses and reasonable attorney’s fees incurred inconnection with all such claims without regard to whether such claims, causes of actions,investigations or suits are rightfully or wrongfully brought and without, regard to anydetermination of liability. CytoCore will not indemnify Consultant or its senior managementfrom claims or damages resulting from criminal or fraudulent acts. 21. CytoCore Inc’s obligation to indemnify under Article 20 shall not extend to: (i) a failure byConsultant to substantially adhere to the terms of the Research Protocol, including amendmentsthereto, but excluding deviations from the terms of the Research Protocol that arise out ofnecessity; (ii) a failure by Consultant and its senior management to comply with applicableFDA or other governmental requirements; or (iii) a failure by Consultant and seniormanagement to use universally-accepted medical standards to administer the Research Drug(s)according to the Protocol. 22. Consultant will provide CytoCore Inc prompt notice of any claim for which indemnificationwill be sought, will cooperate in the investigation and defense of such claim, will permitCytoCore Inc to direct the defense of such claim, including the selection of counsel, and willnot settle or compromise any such claim without CytoCore Inc’s prior written approval.CytoCore Inc shall reasonably consult with Consultant prior to settling claims. CytoCore Incshall not, except with the consent of Consultant, consent to entry of any judgment or enterinto any settlement that does not include an unconditional release, without fault, of thelndemnitees from all liability in respect of such claim or litigation. 23. CytoCore Inc agrees to carry sufficient liability insurance during, and for a period of two(2) years after expiration of this Agreement to cover its indemnification and otherobligations. Evidence of all required insurances shall be delivered to Consultant with asigned copy of this Agreement. CytoCore Inc certifies that it will not terminate ormaterially reduce such insurance coverage without 45 days advance written notice toConsultant.
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24. This Agreement incorporates the complete and entire understanding between Consultant andCytoCore Inc with respect to its services to CytoCore Inc during the term of this Agreement.This Agreement is independent of and does not supplant other License and Clinical ResearchAgreements between CytoCore Inc and University Hospitals of Cleveland, and between CytoCoreand Consultant. This Agreement may not be amended, altered or modified in any way except inwriting.Attachments: Appendix A; Appendix BSignatures       Robert McCullough    CFO, CytoCore Inc      GSG ENTERPRISES LLC Date:                 By:              Date:         
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