Employment Agreement
Exhibit 10.40
     This employment agreement (“Agreement”), made and entered into this 20st day of
November 2006, by and between CytoCore, Inc., with its principal place of business at ▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇ in ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ (the “Company”) and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Jr., ▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ( “▇▇▇▇▇▇▇▇▇▇”).
Background
     ▇▇▇▇▇▇▇▇▇▇ provides a variety of financial and business services as part of his duties as
Chief Financial Officer for CytoCore, and is ready, willing, and able to provide such assistance
to the Company on the terms and conditions set forth herein.
     The Company is in the process of developing a series of medical devices, drug delivery
Systems, and other cervical and uterine cancer related medical Systems. In pursuit of its business
strategy the Company desires to retain the services of ▇▇▇▇▇▇▇▇▇▇ under the terms and conditions
set forth herein.
     NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, the Company and ▇▇▇▇▇▇▇▇▇▇ agree as follows:
| 1. | Engagement and Scope of Services. | ||
| 1.1 | Company hereby retains ▇▇▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇▇▇▇ agrees to provide to the Company the employment services which are more fully described below: | ||
| Employment duties will involve but are not limited to interaction with the Company’s Chief Executive Officer, Medical Advisory Board, other Officers, or consultants related to or regarding the Company’s business plans, operations, commercialization of medical devices, and other business matters that fall within ▇▇▇▇▇▇▇▇▇▇’▇ area of expertise. ▇▇▇▇▇▇▇▇▇▇ will report directly to the Board of Directors and the Audit Committee comprised of members of the Board of Directors | |||
| ▇▇▇▇▇▇▇▇▇▇ will be responsible for the financial accounting and reporting of the state of the Company’s financial operations and condition in accordance with rules and regulations promulgated by regulatory authorities. ▇▇▇▇▇▇▇▇▇▇ has the authority to hire necessary personnel and consultants to achieve this objective. and discharge same. ▇▇▇▇▇▇▇▇▇▇ will be responsible for generating financial projections and will have direct access to all personnel and consultants employed by the Company in order to obtain necessary information for such projections. Company will provide direct access to all computers and computer generated information required for financial statement preparation. Company will reimburse ▇▇▇▇▇▇▇▇▇▇. for attending seminars that ▇▇▇▇▇▇▇▇▇▇ feels are essential to perform the duties listed above | 
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