November 17, 2006 Malcolm Skolnick President & CEO Cytogenix, Inc. 3100 Wilcrest Drive, Suite 140 Houston, Texas 77042



November 17, 2006


Malcolm Skolnick

President & CEO

Cytogenix, Inc.

3100 Wilcrest Drive, Suite 140

Houston, Texas 77042


RE:  Constructive Termination


Dear Malcolm:


This letter constitutes my resignation from Cytogenix as Executive Vice President, Chief Operating Officer and as a Director pursuant to Section 5(f)(i) of my Employment Agreement dated January 1, 2005, for constructive termination.  Such section provides that a Constructive Termination means “any voluntary resignation of the Employee within twelve (12) months following: (i) A change in the Employee’s position with the Company without the Employee’s consent that materially reduces his level of authority, responsibilities and duties.”


Two weeks ago, on November 6, 2006, Malcolm Skolnick sent a memorandum notifying me that I was being “suspended” with pay and commanding me to immediately vacate the Company’s premises, return my office and building keys, and refrain from accessing the Company’s computer files or communicating with its employees, shareholders or other persons about the Company’s business. (The Memo is attached as Exhibit A). Among other things, specifically preventing me from contacting any of the Company’s employees, directors, and shareholders, has resulted in me being unable to perform my job and duties as the Company’s Chief Operating Officer. Furthermore, my “suspension” was completely unjustified and without substantiation. Accordingly, due to my resignation because of Constructive Termination, I am entitled to certain salary continuation and other benefits as set forth in Section 5(b) of the Employment Agreement. I expect that you will honor those obligations.


If you have any questions, please give me a call.


 

Very truly yours,

 

/s/  Frank Vazquez

FrankVazquez














MEMORANDUM


To:

Frank Vazquez

Lawrence Wunderlich


FR:

Malcolm Skolnick /s/ MS


DA:

November 6, 2006


RE:

Meeting of the Board of Directors and Other Matters


There is a scheduled meeting of the CytoGenix Board of Directors on Tuesday, November 7, 2006 at 6:00 PM CST to be conducted via telephone conference.  The call-in number is 1 (800) 708-4541.  The pass code is 8344695#.


This will provide notice that, with receipt of this memorandum, you are hereby suspended with pay.  During this suspension you will:

1.

Immediately vacate the CytoGenix work site removing no CytoGenix documents, files whether hard copy or digital or other property.

2.

You will refrain from communicating with CytoGenix employees, shareholders or other persons to discuss any aspect of CytoGenix business, policies, procedures, plans or activities;

3.

You will refrain from accessing CytoGenix computer files including emails from remote locations; and

4.

Upon leaving today, return your keys to the building, your offices and to other offices in our space.

Any violation of these directives will be considered Gross Misconduct.


Cc:

Frank Vazquez personnel file

Lawrence Wunderlich personnel file