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arnold

02/05/08 3:21 PM

#56691 RE: wanaB #56690

wanaB.. Is this what you are looking for?

On September 4, and September 5, 2007, CytoGenix, Inc. (the "Company")
entered into consulting agreements with Harris Forbes, Inc., TMS Investments,
Inc. and Chasseur Corporation (each a "Consultant" and, collectively, the
"Consultants") pursuant to which each Consultant will be issued in private
placement transactions 1,000,000 shares of common stock of the Company, par
value, $0.001 per share (the "Common Stock"), in 12 equal monthly installments
beginning on the effective date of the agreement. The Consultants will provide
consulting services to the Company regarding the Company's plans for growth and
expansion and regarding the Company's business image. The issuance of the Common
Stock is exempt from the registration requirements of the Securities Act of
1933, as amended (the "Act"), pursuant to Section 4(2) of the Act and Regulation
D, Rule 506 promulgated thereunder because the transaction did not involve a
public offering and the Common Stock was offered and will be issued only to
accredited investors. The agreements also provide for the Company to reimburse
the Consultants reasonable and accountable out-of-pocket expenses, and each
party to an agreement may terminate it upon providing 30 days prior written
notice to the other party. As of September 30, 2007 a total of 250,011 shares
have been paid to Harris Forbes, Inc. et. al for a value of $85,004.