BIO PLEXUS INC
CONSULTING AGREEMENT DATED JULY 9, 2001
<DOCUMENT>
<TYPE>EX-10.61
<SEQUENCE>7
<FILENAME>y58140ex10-61.txt
<DESCRIPTION>CONSULTING AGREEMENT DATED JULY 9, 2001
<TEXT>
<PAGE>
                                                                   Exhibit 10.61

                              CONSULTING AGREEMENT


            AGREEMENT, dated as of July 9, 2001, between Bio-Plexus, Inc (the
"Company"), and KST Consulting (the "Consultant").


                              W I T N E S S E T H:

            WHEREAS, the Company desires to engage the Consultant to provide
consulting services to the Company for the period provided herein upon the terms
and conditions set forth herein;

            WHEREAS, the Consultant is willing, and free, to provide the
consulting services to the Company as contemplated by this agreement;

            NOW, THEREFORE, in consideration of the foregoing and the mutual
covenants and agreements herein contained, and intending to be legally bound
hereby, the Company and the Consultant hereby agree as follows:

            1. CONSULTING PERIOD. The term of this Agreement shall commence upon
the Effective Date and shall continue for an initial period of two years, or
such other period as shall be mutually agreed between the parties (the
"Consulting Period") and for any period thereafter as may be agreed to by the
parties in writing unless sooner terminated as provided herein. The parties may
agree to extend this Agreement beyond the initial Consulting Period upon such
terms as shall be mutually agreed to in writing. "Effective Date" shall have the
meaning ascribed to such term in the Company's Plan of Reorganization dated as
of July 19, 2001.

            2. DUTIES. The Consultant agrees to provide advisory and consulting
services with respect to the business of the Company as may be from time to time
requested by the Company during the term of the Agreement. The services will
include, without limitations, sales and marketing assistance, strategic
planning, organizational structuring, strategies and financial planning. The
Consultant will not engage in other business activities, while a consultant to
the Company, which would conflict directly with the performance of its duties
under this Agreement, unless the Executive Officer has determined that no
significant conflict exists. In performing its duties for the Company, the
Consultant will report to the Chief Executive Officer or such other person as
may fill such position. The Consultant shall perform the consulting services at
such locations, as the parties shall agree to be appropriate. The Consultant
will devote, on average, a minimum of 25 hours per week in performance of the
above duties, and will maintain such records as requested by the Board to
document satisfaction of this requirement.


(a)   3. COMPENSATION/EXPENSES. As compensation for the consulting services to
      be rendered under this Agreement, the Company agrees to pay the Consultant
      $15,000 per month for the first 5 months and $12,000 per month thereafter
      payable in arrears on the 5th day of the month. The first Payment shall be
      made on or about August 5, 2001.
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(b)   The company shall grant the Consultant 100,000 options, 50,000 of which
      vest upon the first anniversary of this Agreement, and 50,000 which vest
      upon the second anniversary. Upon the occurrence of a Change of Control
      (to be defined in the Option Agreement), all options will vest
      immediately.

(c)   The Company agrees to reimburse the Consultant for approved travel
      expenses on the Company's business in accordance with the Company's travel
      expense policies as in effect from time to time upon presentation of
      proper documentation therefor; provided that the Chief Executive Officer
      has approved such travel expenses in advance.

            4. TERMINATION. The Consulting Period may be terminated upon written
consent of both parties. The Consultant may also be immediately terminated at
the option of the Company prior to the end of the initial or any renewal
Consulting Period, by notice to the Consultant, for Cause. Cause shall mean (i)
dishonesty, gross negligence or malfeasance by the Consultant in the performance
of its duties, (ii) acts which are injurious to the reputation, business or
goodwill of the Company or conduct which is scandalous, immoral or achieves
general notoriety in the community, (iii) the failure of the Consultant to
substantially perform its duties hereunder, or (iv) the breach by Consultant of
its obligations under this or any other agreement with the Company.

            5. INDEPENDENT CONTRACTOR. It is the express intention of the
parties that the Consultant render its services hereunder in the capacity of an
independent contractor and that the Company shall not have the right to direct,
control or supervise the Consultant in the performance of such services. In
keeping with this status, the Consultant shall be free to control its method of
work within the framework of its obligation to the Company. The Consultant shall
not be treated as an employee, officer or agent of the Company for any purpose,
and the Consultant shall not participate in or have any rights under any
employee benefit plans or other compensation arrangements maintained by the
Company for its employees. It is also understood that the Consultant shall not
have the power or authority to supervise, direct or manage any employee of the
Company, or to enter into contracts on behalf of the Company or to borrow or
incur debts or liabilities on behalf of the Company of any kind or nature
whatsoever. The Consultant shall be responsible for obtaining all necessary
licenses and permits for the conduct of Consultant's business and in all other
ways to fully comply with the requirements of applicable laws. Consultant shall
provide its own business cards indicating its trade name or, with the permission
of the Company, that it is on assignment to the Company.

            6. CONFIDENTIALITY. The Consultant agrees to abide by any
confidentiality agreement between the Company and any Prospect and to keep
secret and retain in the strictest confidence all confidential matters of the
Company, its clients, and any Prospect and not to disclose any such information
to anyone outside of the Company, except in the course of performing the
consulting services hereunder or as may be required by law. The Consultant also
agrees that all records, files and other memoranda made or kept by the
Consultant in connection with the consulting services rendered by the Consultant
under this Agreement shall be the exclusive property of the Company. The
Consultant agrees to return to the Company all records, documents, files and
other records relating to the business of the Company and its clients and all
copies thereof in whatever media.

            7. PROPERTY INFORMATION. In providing services to the Company under
this Agreement, Consultant agrees that it shall not use or disclose any
confidential or proprietary information or

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            trade secrets belonging to any other persons, and shall not bring
            into the Company's premises any non-published document or any other
            property belonging to any such persons, unless consented to in
            writing by such persons.

                  8. POWER TO ENTER INTO AGREEMENT. The Consultant represents
            and warrants that it is free to enter into this Agreement and that
            its performance of services under this Agreement will not result in
            a breach of, or constitute a default under, any agreement or
            understanding to which the Consultant is a party or by which it may
            be bound.

                  9. NO ASSIGNMENT OR WAIVER. Neither party may assign any of
            its rights or delegate any of its duties under this Agreement. Any
            attempted assignment in violation of this provision shall be void.
            The failure of a party to insist upon strict adherence to any term
            of this Agreement on any occasion shall not be considered a waiver
            or deprive that party of the right hereafter to insist upon strict
            adherence to that term or any other term of this Agreement. Any
            waiver must be in writing.

                  10. ENTIRE AGREEMENT. This Agreement contains the entire
            agreement between the Consultant and the Company with respect to the
            consulting services to be provided by the Consultant. It may not be
            changed orally but only by a written agreement signed by each of the
            parties.

                  11. ENFORCEABILITY AND APPLICABLE LAW. The invalidity or
            unenforceability of any provision of this Agreement, in any respect,
            shall not affect the validity or enforceability of such provision in
            any other respect or of any other provisions of this Agreement, all
            of which shall remain in full force and effect. This Agreement and
            all amendments hereof shall be governed by the laws of the State of
            Connecticut.

                  12. ADDITIONAL INDEMNIFICATION. The Company shall, to the full
            extent permitted by Section 145 of the General Corporation Law of
            the State of Delaware, as amended from time to time, indemnify
            Consultant. The indemnification and advancement of expenses provided
            by, or granted pursuant to, this Agreement shall not be deemed
            exclusive of any other rights to which Consultant may be entitled
            under the By-Laws or any agreement, action of shareholders or
            disinterested directors or otherwise, both as to action in
            Consultant's official capacity and as to action in another capacity
            while retained by the Company, and shall inure to the benefit of the
            heirs, executors, and administrators of such Consultant. The
            indemnification obligations of the Company to the Consultant shall
            specifically include coverage for claims relating to Consultant's
            actions on behalf of the Company prior to the Effective Date.


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            IN WITNESS WHEREOF, the parties have executed this Agreement as of
the date first above set forth.





                                    BIO-PLEXUS INC.


                                    By: __________________________________
                                           Name:
                                           Title:


                                    KST CONSULTING


                                    By: __________________________________
                                           Name: Scott Tepper
                                           Title:



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