AMENDMENT
TO EMPLOYMENT AGREEMENT


    


    THIS AMENDMENT (the “Amendment”) to the
Employment Agreement (as such term is defined below) is entered into as of the
1st day of November, 2009 (the “Amendment Effective Date”) by and between InVivo
Therapeutics Corporation, a Delaware corporation (the “Company”), and Frank
Reynolds (“you” or “Executive”). The Company and Executive are
occasionally referred to collectively herein as the
“Parties.”

     

    WHEREAS, the Company and Executive are
parties to that certain Employment Agreement dated as of May 31, 2008 (the
“Employment Agreement”); and

    


    WHEREAS,
the Company and Executive desire to modify the terms of the Employment Agreement
effective as of the Amendment Effective Date as more particularly described
herein.

    


    NOW, THEREFORE, in consideration of the
mutual covenants made herein, and other consideration, the receipt and
sufficiency of which are hereby acknowledged and agreed, the Employment
Agreement be and hereby is amended as set forth below.

    


    1.           Defined Terms. All
terms used in this Amendment and not otherwise defined herein, shall have the
meanings ascribed to such terms in the Employment Agreement.

    


    2.           Base
Salary.  Effective as of the Amendment Effective Date, the Base
Salary shall be $375,000 (the “2010 Base Salary”).

    


    3.           Annual
Bonus.

    


    
      	
               
      

            	
              (a)

            	
              2009
      Bonus.  The Parties agree and acknowledge that
      notwithstanding Section 3(b) of the Employment Agreement, the Annual Bonus
      of the Executive for the 2009 Term (as such term is defined below) shall
      be payable upon the completion of the following milestones and payable in
      the following amounts:

            


    

     

    
      
        
          
            	
                    Milestone

                  	      	
                    Percentage of the 2009 Base Salary

                    (as such term is defined below)

                  	 
	
                    Company
      conducts Large Primate Study (16 Animals)

                  	 	 	10	%
	
                    Company
      applies to FDA for Human Studies

                  	 	 	10	%
	
                    Company
      raises at least $4,000,000 in connection with the issuance of Equity
      Securities (as such term is defined below) from the Company’s inception to
      the end of the 2009 Term

                  	 	 	10	%
	
                    TOTAL

                  	 	 	30	%


          

        

      

    

     

    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

    


    The Board
of Directors of the Company shall in good faith determine whether a milestone
has been achieved.   Upon achievement by Executive of a milestone
specified above, the Company shall promptly pay the portion of the Annual Bonus
attributable to such milestone.

    


    
      	
               
      

            	
              (b)

            	
              2010
      Bonus.  The Parties agree and acknowledge that
      notwithstanding Section 3(b) of the Employment Agreement, the Annual Bonus
      of the Executive for the 2010 Term shall be payable upon the completion of
      the following milestones and payable in the following
    amounts:

            


    

     

    
      
        
          
            	
                    Milestone

                  	      	
                    Percentage of the 2009 Base Salary

                    (as such term is defined below)

                  	 
	
                    Company
      completes Large Primate Study (Final Report)

                  	 	 	10	%
	
                    Company
      raises at least $4,000,000 in connection with the issuance of Equity
      Securities (as such term is defined below) during the 2010
      Term

                  	 	 	10	%
	
                    Company
      continues the FDA Process for Human Studies

                  	 	 	10	%
	
                    Company
      obtains FDA approval to begin a human study

                  	 	 	100	%
	
                    TOTAL

                  	 	 	130	%


          

        

      

    

    


    The Board
of Directors of the Company shall in good faith determine whether a milestone
has been achieved.  Upon achievement by Executive of a milestone
specified above, the Company shall promptly pay the portion of the Annual Bonus
attributable to such milestone.

    


    
      	
               
      

            	
              (c)

            	
              Definitions.  The
      following terms shall have the meanings ascribed to such terms as defined
      herein:

            


    

    


    “2009
Term” shall mean the 12 month period commencing on November 1,
2008.

    


    “2009
Base Salary” is $275,000.

    


    “2010
Term” shall mean the 12 month period commencing on November 1,
2009.

    


    “Equity
Securities” shall mean equity securities of the Company or any evidences of
indebtedness, shares or other securities which directly or indirectly convert
into or are exchangeable for equity securities of the Company.


    
      
         


      

      
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    4.           Option
Grant.  Subject to approval by the Company’s Board of Directors
and you and the Company entering into the Company’s standard form of
Non-Qualified Stock Option Agreement (the “Option Agreement”), effective as of
the  Amendment Effective Date the Company will grant to you an option
to purchase up to Fifty Seven Thousand (57,000) shares of the Company’s common
stock, $0.001 par value per share (“Common Stock”), at a per
share  exercise price equal to the per share fair market value of the
Common Stock (the “Option”).  The Option will vest in 4 equal yearly
installments pursuant to the terms of the Option Agreement.

    


    5.           Counterparts; Full
Authority.  This Amendment may be executed in counterparts,
each of which shall be an original, but, when taken together, constitute but one
and the same Amendment.  The signatories represent and warrant that
they have full authority to enter into this Amendment on behalf of the entity
for which they have signed.  Except as specifically amended hereby,
the terms of the Employment Agreement shall remain in full force and
effect.

    


    IN
WITNESS WHEREOF, the parties have executed this Amendment effective as of the
Amendment Effective Date.

     

    INVIVO
THERAPEUTICS CORPORATION


    


    
      
        	
                By:

              	 
      	 
      
	 
      	
                Richard
      Roberts, member of Board of
Directors

              


      

    

    


    
      
        	
                EXECUTIVE

              
	 
      
	 
      	 
      
	
                Frank
      Reynolds

              


      

    

     

    
      
         


      

      
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