EMPLOYMENT
      AGREEMENT

    


    THIS
      AGREEMENT
      made in
      Iselin, New Jersey this 19th
      day of
      June 2006, between SyntheMed, Inc., a Delaware corporation (the "Company"),
      and
      Eli Pines, PhD the undersigned individual ("Executive").

    


    WHEREAS,
      the Executive is currently employed by the Company pursuant to an existing
      employment agreement dated as of March 1, 2006; and

    


    WHEREAS,
      the parties desire to amend and restate the existing employment. 

    


    NOW,
      THEREFORE, in consideration of the mutual covenants and agreements hereinafter
      set forth, the Com-pany and Executive agree to amend and restate the existing
      employment agreement as follows:

    


    1. Agreement
      Term.


    The
      term
      of this Agreement shall be the three-year period commencing as of March 1,
      2006
      (the "Employment Date") and ending on the third anniversary of the Employment
      Date (the "Agreement Term"). Subject to earlier termination as provided in
      Section 5, the Agreement Term shall automatically be renewed for annual
      increments as of the third anniversary of the Employment Date and each
      subsequent anniversary thereof, subject to the right of either party to
      terminate the Agreement at the end of the initial Agreement Term or any such
      renewal term upon at least six months’ prior written notice to the other party.


    


    2. Employment.

    


    (a) Employment
      by the Company.
      Executive agrees to be employed by the Company for the Agreement Term upon
      the
      terms and subject to the conditions set forth in this Agreement. Executive
      shall
      have the titles of Vice President of Research and Chief Scientific Officer
      reporting to the President and Chief Executive Officer and such other titles,
      if
      any, as shall be mutually agreed. Executive shall have such duties, consistent
      with the customary business practices for those with the agreed upon titles,
      as
      may be prescribed by the Com-pany and shall serve in such other and/or
      additional position(s) as shall be mutually agreed from time to time. The
      Company will at all times treat the Executive with dignity, honesty and respect,
      and will provide Executive with such resources as in the Company's judgement
      shall enable the Executive to discharge his responsibilities.

    


    (b) Performance
      of Duties.
      Throughout the Agreement Term, Executive shall faithfully and diligently perform
      Executive's duties in conformity with the directions of the Company and serve
      the Company to the best of Executive's ability. Executive shall devote
      Executive's entire working time, attention and energies to the business and
      affairs of the Com-pany, subject to vacations and sick leave as provided herein
      and in accordance with Company policy.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    (c) Place
      of Performance.
      During
      the Agreement Term, Executive shall, subject to travel requirements on behalf
      of
      the Company, be based at (i) the Company’s principal executive offices or (ii)
      with the consent of the President & CEO, the Executive’s residence. In the
      event the principal executive offices of the Company are moved to a location
      in
      excess of 20 miles from (i) its current location in Iselin, New Jersey and
      (ii)
      Executive’s current or then residence (whichever is closer to the new office
      location), Executive agrees, if so requested by the Board of Directors, to
      be
      based at such new location during the work week for a period not to exceed
      three
      months, provided the reasonable costs of lodging and meals during the work
      week
      and commute to and from Executive’s residence in New York, New York for weekends
      and holidays, is borne by the Company. 

    


    3. Compensation
      and Benefits.

    


    (a) Base
      Salary.
      The
      Company agrees to pay to Executive for employment hereunder a base salary ("Base
      Salary") at the annual rate of $214,250. The Base Salary shall be increased
      prospectively on each anniversary of the Employment Date during the Agreement
      Term, by such amount as the Board of Directors of the Company shall determine
      is
      necessary and appropriate to give effect to increases in the cost of living.
      The
      Base Salary shall be pay-able in installments consistent with the Company's
      payroll practices then in effect.

    


    (b) Benefits
      and Perquisites; Bonus and Stock Options.
      Executive shall be entitled to participate in, to the extent Executive is
      otherwise eligible under the terms thereof, the benefit plans and programs,
      including medical and savings and retirement plans, and receive the benefits
      and
      perquisites, generally provided to employees of the same level and
      responsibility as Executive. Executive shall be entitled to four weeks vacation
      during each year of the Agreement Term. Nothing in this Agreement shall preclude
      the Company from terminating or amending from time to time any employee benefit
      plan or program. Executive shall be eligible for bonuses and stock options,
      at
      such times and in such amounts as shall be determined at the discretion of
      the
      Board of Directors of the Company based on their assessment of Executive's
      performance of his duties and on the financial performance of the Company.
      

    


    (c) Travel
      and Business Expenses.
      Upon
      submission of itemized expense statements with supporting receipts in the manner
      specified by the Company, Executive shall be entitled to reimbursement for
      reasonable travel and other reasonable business expenses duly incurred by
      Executive in the performance of Executive's duties under this Agreement in
      accordance with the policies and procedures established by the Company from
      time
      to time for employees of the same level and responsibility as
      Executive.

    


    (d) No
      Other Compensation or Benefits; Payment.
      The
      compensation and benefits specified in Sections 3 and 5 of this Agreement shall
      be in lieu of any and all other compensation and benefits, except as may become
      due and owing under a Change in Control Agreement entered into contemporaneously
      herewith and except as may otherwise be agreed in writing between the parties
      subsequent to the date hereof. Payment of all compensation and benefits to
      Executive hereunder shall be made in accordance with the relevant Company
      policies in effect from time to time, including normal payroll practices, and
      shall be subject to all applicable employment and with-holding taxes.


     

    
      
        
        

      

      
        -2-

        
          

        

      

      
        
        

      

    

    (e) Cessation
      of Employment.
      In the
      event Executive shall cease to be employed by the Company for any reason, then
      Executive's compensation and benefits shall cease on the date of such event,
      except as otherwise provided herein or in any applicable employee benefit plan
      or program. 

     

    
      
        4.
          Exclusive
          Employment; Noncompetition.

      

    

    


    (a) No
      Conflict; No Other Employment.
      During
      the period of Executive’s employment with the Company, Executive shall not
      engage in any activity which conflicts or interferes with or derogates from
      the
      performance of Executive’s duties hereunder nor shall Executive engage in any
      other business activity, whether or not such business activity is pursued for
      gain or profit, except as approved in advance in writing by the President &
CEO of the Company.

    


    (b) No
      Competition.
      Without
      limiting the generality of the provisions of Section 2(b) and so long as the
      Company fulfills its obligations under this Agreement including, without
      limitation, its obligations under Section 5, during the period of Executive's
      employment with the Company, and for 12 months thereafter (the "Restricted
      Period"), Executive shall not, directly or indirectly, own, manage, operate,
      join, control, participate in, invest in or otherwise be con-nected or
      associated with, in any manner, including as an officer, director, employee,
      partner, stockholder, joint venturer, lender, consultant, advisor, agent,
      proprietor, trustee or investor, any Competing Business located in the United
      States or in any other location where the Company operates or sells its products
      or services. 

    


    (i) As
      used
      in this Agreement, the term "Competing Business" shall mean any business or
      venture which engages in any business area, or sells or provides products or
      services that compete or overlap with any business area, in which the Company
      engages or is actively developing products or technology to engage in at any
      time during the Agreement Term, or any business or venture which sells or
      provides products or services that com-pete or overlap with the products or
      services as sold or provided, or are being actively developed to be sold or
      provided, by the Company at any time during the Agreement Term.

    


    (ii) For
      purposes of this Section 4(b), the term "invest" shall not preclude an
      investment in not more than one percent (1%) of the outstanding capital stock
      of
      a corporation whose capital stock is listed on a national securities exchange
      or
      included in the NASDAQ Stock Market, so long as Executive does not have the
      power to control or direct the management of, or is not otherwise associated
      with, such corpora-tion.

    


    
      
        
        

      

      
        -3-

        
          

        

      

      
        
        

      

    

    (c) No
      Solicitation.
      During
      the Restricted Period, Executive shall not solicit or encourage any employee
      or
      consultant of the Company to leave the employ, or cease his or her relationship
      with, the Company for any reason, nor employ or retain such an individual in
      a
      Competing Business or any other business.

    


    (d) Company
      Customers.
      Executive shall not, during the Restricted Period, directly or indirectly,
      contact, solicit or do business with any "customers" (as hereinafter defined)
      of
      the Company for the purpose of selling or providing any product or service
      then
      sold or provided by the Company to such customers or being actively developed
      to
      be sold or pro-vided to such customers during Executive's employment by the
      Company or at the time of termination of Executive's employment
      hereunder.

    


    For
      the
      purposes of the provisions of this Section 4(d), "customer" shall include any
      entity that purchased any product or service from the Company within twelve
      months of the termination of Executive's employment hereunder, without regard
      to
      the reason for such termina-tion. The term "customer" also includes any former
      customer or potential customer of the Company which the Company has solicited
      within twelve months of such termination, for the purpose of selling or
      providing any product or service then sold or provided, or then actively being
      developed to be sold or provided, by the Company.

    


    (e) Modification
      of Covenants.
      The
      restrictions against competition set forth in this Section 4 are considered
      by the parties to be reasonable for the purposes of protecting the business
      of
      the Company. However, if any such restriction is found by any court of competent
      jurisdiction to be unenforceable because it extends for too long a period of
      time or over too great a range of activities or in too broad a geographic area,
      it shall be interpreted to extend only over the maximum period of time, range
      of
      activities or geographic area as to which it may be enforceable.

    


    5. Termination
      of Employment.

    


    (a) Termination.
      The
      Company may terminate Executive's employment for Cause (as hereinafter defined)
      in which case the provisions of Section 5(b) shall apply. The Company may also
      terminate Executive's employment in the event of Executive's Disability (as
      hereinafter defined), in which case the provisions of Section 5(c) shall apply.
      The Company may also terminate the Executive's employment for any other reason
      by written notice to Executive, in which case the provisions of Section 5(d)
      shall apply. If Executive's employment is terminated by reason of Executive's
      death, retirement or voluntary resignation without Good Reason, the provisions
      of Section 5(b) shall apply.

     

    
      
        
        

      

      
        -4-

        
          

        

      

      
        
        

      

    

    (b) Termination
      for Cause; Termination by Reason of Death or Retirement or Voluntary Resignation
      without Good Reason. 

    


    (1) In
      the
      event that Executive's employment hereunder is terminated during the Agreement
      Term (i) by the Company for Cause (as hereinafter defined), (ii) by reason
      of
      Executive's death or retirement or (iii) by reason of Executive's voluntary
      resignation without Good Reason, then the Company shall pay to Executive, within
      thirty (30) days of the date of such termination, only the Base Salary through
      such date of termination. 

    


    (2) For
      purposes of this Agreement, "Cause" shall mean
      (i)
      gross
      neglect or misconduct in the perform-ance of Executive's duties
      hereunder;
      (ii)
      the Executive’s engaging in any act that constitutes neglect or willful
      misconduct and that is injurious to the Company or any of its affiliates
      including without limitation engaging in conduct in violation of the Company’s
      Code of Business Conduct or Insider Trading Policy, as the same may be in effect
      from time to time, and making a written certification that the Executive knows
      or should know is erroneous and that contributes to a material error in the
      Company’s filings with any governmental agency; (iii) the Executive’s conviction
      of, or entering a plea of guilty, nolo contendere (or similar plea) to a crime
      that constitutes a felony or any crime of moral turpitude; and (iv) the
      Executive’s breach of any provision of this Agreement

    


    (3) In
      the
      event the Company desires to terminate Executive's employment for Cause as
      defined in clauses (i) or (iv) of the definition thereof, the Com-pany shall
      first attempt to resolve the matter(s) at issue through a meeting between
      Executive and the Chairman of the Board of Directors of the Company. If such
      meeting fails to resolve the matter(s), then Executive will meet with the Board
      of Directors of the Company and attempt to resolve the matter(s). The decision
      of the Board of Directors of the Company as to the matter(s) shall be final
      and
      binding on the parties and not subject to review or appeal by any other person.
      

     

    (c) Disability.
      If, as
      a result of Executive's incapacity due to physical or mental illness, Executive
      shall have been absent from Executive's duties hereunder on a full time basis
      for either (i) ninety (90) days within any six-month period, or (ii) sixty
      (60)
      consecutive days, and within thirty (30) days after written notice of
      termination is given shall not have returned to the performance of Executive's
      duties hereunder on a full time basis, the Company may terminate Executive's
      employment hereunder for "Disability". In that event, the Company shall pay
      to
      Executive, within thirty (30) days of the date of such termination, only the
      Base Salary through such date of termination. During any period that Executive
      fails to perform Executive's duties hereunder as a result of incapacity due
      to
      physical or mental illness (a "Dis-ability Period"), Executive shall continue
      to
      receive the compensation and benefits provided by Section 3 hereof until
      Executive's employment hereunder is terminated; provided, however, that the
      amount of compensation and benefits received by Executive during the Disability
      Period shall be reduced by the aggregate amounts, if any, payable to Executive
      under disability benefit plans and programs of the Company or under the Social
      Security disability insurance program.

    


    
      
        
        

      

      
        -5-

        
          

        

      

      
        
        

      

    

    (d) Termination
      By Company For Any Other Reason; Termination for Good Reason by Executive
In
      the
      event that Executive's employment hereunder is terminated by the Company during
      the Agreement Term for any reason other than as provided in Sections 5(b) or
      5(c) hereof (including, without limitation, termination by the Company as
      provided in Section 1. that has the effect of preventing automatic renewal
      at
      the end of the Agreement Term) or is terminated for Good Reason by Executive
      then the Company shall pay to Executive (i) within thirty (30) days of the
      date
      of such termination, the Base Salary through such date of termination and (ii)
      in lieu of any further compensation and benefits under the Agreement, severance
      pay equal to the Base Salary plus the cost of premiums for health insurance
      benefits that Executive would otherwise have been entitled to receive during
      the
      period of six months from the effective date of such termination, commencing
      with such date of termination at the times and in the amounts such Base Salary
      and premiums would otherwise have become payable; provided, however, that in
      the
      event that Executive shall breach Sections 4, 6, 7 or 9(m) hereof, in addition
      to any other remedies the Company may have in the event Executive breaches
      this
      Agreement, the Company's obligation pursuant to this Section 5(d) to continue
      such severance payments shall cease and Executive's rights thereto shall
      terminate and shall be forfeited. “Good
      Reason” shall mean (i) the assignment to Executive of duties inconsistent with
      his title, (ii) a reduction by the Company in the Base Salary as in effect
      on
      the date hereof or as it may be increased from time to time, other than a
      reduction of not more than 15% for a period of no more than six months, provided
      the same is made in connection with a Company-wide reduction program, (iii)
      the
      failure by the Company to continue any compensation or benefit plan that is
      material to Executive’s total compensation or (iv) the
      required relocation of the Executive’s place of employment to a location in
      excess of twenty (20) miles from (A) the Company’s principal executive offices
      located in Iselin, New Jersey and (B) the Executive’s current or then residence
      (whichever is closer to the new office location), except for required relocation
      for up to three months limited to the work week, provided the reasonable cost
      of
      meals and lodging during the work week, as well as commuting costs to enable
      the
      Executive to spend weekends and holidays at Executive’s New York NY residence,
      are borne by the Company.

     

    (e)
      No
      Further Liability; Release.
      Payment
      made and performance by the Company in accordance with this Section 5 shall
      operate to fully discharge and release the Company and its directors, officers,
      employees, subsidiaries, affiliates, stockholders, successors, assigns, agents
      and representatives from any further obligation or liability with respect to
      Execu-tive's employment and termination of employment. Other than paying
      Executive's Base Salary through the date of termination of Executive's
      employment and making any severance payment pursuant to and in accordance with
      this Section 5 (as applicable), the Company and its directors, officers,
      employees, subsidiaries, affiliates, stock-holders, successors, assigns, agents
      and repre-sentatives shall have no further obligation or liability to Executive
      or any other person under this Agreement. The Company shall have the right
      to
      condition the payment of any severance or other amounts pursuant to Sections
      5(c) or 5(d) hereof upon the delivery by Executive to the Company of a release
      in form and substance satisfactory to the Company of any and all claims
      Executive may have against the Company and its directors, officers, employees,
      subsidiaries, affiliates, stockholders, successors, assigns, agents and
      representatives arising out of or related to Executive's employment by the
      Company and termination of such employment.

    


    
      
        
        

      

      
        -6-

        
          

        

      

      
        
        

      

    

    6. Confidential
      Information.

    


    (a) Existence
      of Confidential Information.
      The
      Company owns and has developed and compiled, and will develop and compile,
      certain proprietary technology, know-how and confidential information which
      have
      great value to its business (referred to in this Agreement, collectively, as
      (“Confidential Information”). Confidential Information includes not only
      information disclosed by the Company to Executive, but also information
      developed or learned by Executive during the course or as a result of employment
      with the Company, which information shall be the property of the Company. By
      way
      of example and without limitation, Confidential Information includes all
      infor-mation that has or could have commercial value or other utility in the
      business in which the Company is engaged or contemplates engaging, and all
      information of which the unauthorized disclosure could be detrimental to the
      interests of the Company, whether or not such information is specifically
      labeled as Confidential Information. By way of example and without limitation,
      Confidential Information includes any and all information developed, obtained,
      licensed by or to or owned by the Company concerning trade secrets, techniques,
      know-how (including research data, designs, plans, procedures, merchandising,
      marketing, distribution and warehousing know-how, processes, and research
      records), software, computer programs, and any other intellectual property
      created, used or sold (through a license or otherwise) by the Company, product
      know-how and processes, innovations, discoveries, improvements, research,
      develop-ment, test results, reports, specifications, data, formats, marketing
      data and plans, business plans, strategies, forecasts, unpublished financial
      information, orders, agreements and other forms of documents, price and cost
      information, merchandising opportunities, expansion plans, budgets, projections,
      customer, supplier, licensee, licensor and subcontractor identities,
      charac-teristics, agreements and operating procedures, and salary, staffing
      and
      employment information.

    


    (b) Protection
      of Confidential Information.
      Executive acknowledges and agrees that in the performance of duties hereunder
      Executive develops and acquires, and the Company discloses to and entrusts
      Executive with, Confidential Information which is the exclu-sive property of
      the
      Company and which Executive may possess or use only in the performance of duties
      for the Company. Executive also acknowledges that Executive is aware that the
      unau-thorized disclosure of Confidential Information, among other things, may
      be
      prejudicial to the Company's interests, an invasion of privacy and an improper
      disclosure of trade secrets. Execu-tive shall not, directly of indirectly,
      use,
      make available, sell, disclose or otherwise communicate to any corporation,
      partnership, individual or other third party, other than in the course of
      Executive's assigned duties and for the benefit of the Company, any Confidential
      Information, either during the Agreement Term or thereafter. In the event
      Executive desires to publish the results of Executive's work for or experiences
      with the Company through literature, interviews or speeches, Executive will
      submit requests for such interviews or such literature or speeches to the Board
      of Directors of the Company at least fourteen (14) days before any anticipated
      dissemination of such information for a determination of whether such disclosure
      is in the best interests of the Company, including whether such disclosure
      may
      impair trade secret status or constitute an invasion of privacy. Executive
      agrees not to publish, disclose or otherwise dissem-inate such information
      without the prior written approval of the Board of Directors of the
      Company.

    


    
      
        
        

      

      
        -7-

        
          

        

      

      
        
        

      

    

    (c) Delivery
      of Records, Etc.
      In the
      event Executive's employment with the Company ceases for any reason, Executive
      will not remove from the Company's premises without its prior written consent
      any records, notes, notebooks, files, drawings, documents, equipment, materials
      and writings received from, created for or belonging to the Company, including
      those which relate to or contain Confidential Information, or any copies
      thereof. Upon request or when employment with the Company terminates, Executive
      will immediately deliver the same to the Company.

    


    7. Invention
      and Patents.

    


    (a) Executive
      will promptly and fully disclose to the Company any and all inventions,
      discoveries, trade secrets and improvements, whether or not patentable or
      whether or not they are made, conceived or reduced to practice during working
      hours or using the Company's data or facilities, which Executive shall develop,
      make, conceive or reduce to practice during Executive's employment by the
      Company, either solely or jointly with others (collectively, "Developments").
      All such Developments shall be the sole property of the Com-pany, and Executive
      hereby assigns to the Company, without further compensation, all his right,
      title and interest in and to such Developments and any and all related patents,
      patent applica-tions, copyrights, copyright applications, trademarks and trade
      names in the United States and elsewhere.

    


    (b) Executive
      shall keep and maintain adequate and current written records of all Developments
      (in the form of notes, sketches, drawings and as may be specified by the
      Company), which records shall be available to and remain the sole property
      of
      the Company at all times.

    


    (c) Executive
      shall assist the Company in obtaining and enforcing patent, copyright and other
      forms of legal protection for the Developments in any country. Upon request,
      Executive shall sign all applications, assignments, instruments and papers
      and
      perform all acts necessary or desired by the Company and to enable the Company
      its successors, assigns and nominees, to secure and enjoy the full exclusive
      benefits and advantages thereof.

    


    (d) Executive
      understands that Executive’s obligations under this section will continue after
      the termination of his employment with the Company and that Executive shall
      perform such obligations without further compensation, except (i) for
      reimbursement of expenses incurred at the request of the Company and (ii) that
      after the termination of Executive’s employment with the Company and
      notwithstanding anything in this Section 7 to the contrary, Executive shall
      not
      be required to provide assistance to the Company in accordance with this Section
      7 or Section 9(m) for more than 50 hours during any twelve-month period. If
      the
      Company desires assistance beyond such 50-hour limitation, such assistance
      shall
      be subject to Executive’s consent, not to be unreasonably withheld, and the
      Company will compensate Executive on a per diem basis at a per diem rate that
      is
      determined by dividing the Base Salary in effect when the Employment Term was
      terminated by 250 days.

    


    
      
        
        

      

      
        -8-

        
          

        

      

      
        
        

      

    

    
      
        8.
          Assignment
          and Transfer

      

    

    


    (a) Company.
      This
      Agreement shall inure to the benefit of and be enforceable by, and may be
      assigned by the Company to, any purchaser of all or substantially all of the
      Company's business or assets, any successor to the Company or any assignee
      thereof (whether direct or indirect, by purchase, merger, consolidation or
      otherwise). The Company will require any such purchaser, successor or assignee
      to expressly assume and agree to perform this Agree-ment in the same manner
      and
      to the same extent that the Company would be required to perform it if no such
      purchase, succession or assignment had taken place.  

     

    (b) Executive.
      Executive's rights and obligations under this Agreement shall not be
      transferable by Executive by assignment or otherwise, and any purported
      assignment, transfer or delegation thereof shall be void; provided, however,
      that if Executive shall die, all amounts then payable to Executive hereunder
      shall be paid in accordance with the terms of this Agreement to Executive's
      devisee, legatee or other designee or, if there be no such designee, to
      Executive's estate.

    


    9. Miscellaneous.

    


    (a) Other
      Obligations.
      Executive represents and warrants that he is not a party to any other employment
      agreement and that neither Executive's employment with the Company nor
      Executive's performance of Executive's obligations hereunder will conflict
      with
      or violate or otherwise are inconsistent with any other agreements to which
      Executive is or has been a party or with any other obligations, legal or
      otherwise, which Executive may have.

    


    (b) Nondisclosure;
      Prior Employers.
      Executive will not disclose to the Com-pany, or use, or induce the Company
      to
      use, any proprietary information, trade secrets or confidential business
      information of others. Executive represents and warrants that Executive has
      returned all property, proprietary information, trade secrets and confidential
      business infor-mation belonging to all prior employers.

    


    (c) Cooperation.
      Following termination of employment with the Company, Executive shall cooperate
      with the Company, as requested by the Company, to affect a transition of
      Executive's responsibilities and to ensure that the Company is aware of all
      matters being handled by Executive. As compensation for such cooperation, the
      Company shall pay the Executive on a mutually agreed upon per diem basis. Such
      compensation shall be over and above any payments due the Executive as defined
      herein.  

    


    (d) Protection
      of Reputation.
      During
      the Agreement Term and thereafter, Executive agrees that he will take no action
      which is intended, or could reasonably be expected, to harm the Company or
      its
      reputation or which could reasonably be expected to lead to unwanted or
      unfavorable publicity to the Company.

    


    
      
        
        

      

      
        -9-

        
          

        

      

      
        
        

      

    

    (e) Governing
      Law; Arbitration.

    


    (i) Governing
      Law.
      This
      Agreement, including the validity, interpreta-tion, construction and performance
      of this Agreement, shall be governed by and construed in accord-ance with the
      laws of the State of New Jersey applicable to agreements made and to be
      per-formed in such state without regard to such states conflicts of law
      principles.

    


    (ii) Arbitration.
      Subject
      to Section 9(k) hereof, any controversy or claim which arises out of or relating
      to this Agreement, or the breach thereof shall be settled by arbitration in
      accordance with the Rules of the American Arbitration Association then in
      effect. The controversy or claim shall be submitted to three arbitrators, one
      of
      whom shall be chosen by the Employee, one of whom shall be chosen by the
      Company, and one of whom shall be chosen by the two so selected. The party
      desiring arbitration shall give written notice to the other party of its desire
      to arbitrate the particular matter in question, naming the arbitrator selected
      by it. If the other party shall fail within a period of 15 days after such
      notice shall have been given to reply in writing naming the arbitrator chosen
      as
      above provided, or if the two arbitrators selected by the parties shall fail
      within 15 days after their selection to agree upon the third arbitrator, then
      either party may apply to the American Arbitration Association for the
      appointment of an arbitrator to fill the place so remaining vacant. The decision
      of any two of the arbitrators shall be final and binding upon the parties
      hereto. Judgment upon the award rendered by the arbitrators may be entered
      in
      any court having jurisdiction thereof. The pro-ceedings shall be held in New
      York, New York. The arbitrators shall have no power to award punitive or
      exemplary damages or to ignore or vary the terms of this Agreement, and shall
      be
      bound to apply controlling law. Arbitration shall be binding and the remedy
      for
      the settlement of the controversy or claims (except as set forth in the
      preceding paragraph of this Section).

    


    (f) Entire
      Agreement.
      This
      Agreement (including the Exhibits hereto) con-tains the entire agreement and
      understanding between the parties hereto in respect of the subject matter hereof
      and supersedes, cancels and annuls any prior or contemporaneous written or
      oral
      agreements, understandings, commitments and practices between them respecting
      the subject matter hereof, including all prior employment agreements, if any,
      between the Company and Executive, which agreement(s) hereby are terminated
      and
      shall be of no further force or effect.

    


    (g) Amendment.
      This
      Agreement may be amended only by a writing which makes express reference to
      this
      Agreement as the subject of such amendment and which is signed by Executive
      and,
      on behalf of the Company, by its duly authorized officer.

    


    (h) Severability.
      If any
      term, provision, covenant or condition of this Agree-ment or part thereof,
      or
      the application thereof to any person, place or circumstance, shall be held
      to
      be invalid, unenforceable or void, the remainder of this Agreement and such
      term, provision, covenant or condition shall remain in full force and effect,
      and any such invalid, unenforceable or void term, provision, covenant or
      condition shall be deemed, without further action on the part of the parties
      hereto, modified, amended and limited to the extent necessary to render the
      same
      and the remainder of this Agreement valid, enforceable and lawful. In this
      regard, Executive acknowledges that the provisions of Sections 4 and 6 are
      reasonable and necessary for the protection of the Company.

    


    
      
        
        

      

      
        -10-

        
          

        

      

      
        
        

      

    

    (i) Construction.
      The
      headings and captions of this Agreement are provided for convenience only and
      are intended to have no effect in construing or interpreting this Agree-ment.
      The language in all parts of this Agreement shall be in all cases construed
      according to its fair meaning and not strictly for or against the Company or
      Executive. The use herein of the word "including," when following any general
      provision, sentence, clause, statement, term or matter, shall be deemed to
      mean
      "including, without limitation". As used herein, "Company" shall mean the
      Company and its subsidiaries and any purchaser of, successor to or assignee
      (whether direct or indirect, by purchase, merger, consolidation or otherwise)
      of
      all or substan-tially all of the Company's business or assets which is obligated
      to perform this Agreement by operation of law. As used herein, the words "day"
      or "days" shall mean a calendar day or days.

    


    (j) Nonwaiver.
      Neither
      any course of dealing nor any failure or neglect of either party hereto in
      any
      instance to exercise any right, power or privilege hereunder or under law shall
      constitute a waiver of any other right, power or privilege or of the same right,
      power or privilege in any other instance. All waivers by either party hereto
      must be contained in a written instrument signed by the party to be charged
      and,
      in the case of the Company, by its duly authorized officer. 

    


    (k) Remedies
      for Breach.
      The
      parties hereto agree that Executive is obligated under this Agreement to render
      personal services during the Agreement Term of a special, unique, unusual,
      extraordinary and intellectual character, thereby giving this Agreement peculiar
      value, and, in the event of a breach or threatened breach of any covenant of
      Executive herein, the injury or imminent injury to the value and the goodwill
      of
      the Company's business could not be reasonably or adequately compensated in
      damages in an action at law. Accordingly, Executive expressly acknowledges
      that
      the Company shall be entitled to specific performance, injunctive relief or
      any
      other equitable remedy against Executive, without the posting of a bond, in
      the
      event of any breach or threatened breach of any provision of this Agreement
      by
      Executive (including Sections 4 and 6 hereof). Without limiting the generality
      of the foregoing, if Execu-tive breaches Sections 4 or 6 hereof, such breach
      will entitle the Company to enjoin Executive from disclosing any Confidential
      Information to any Competing Business, to enjoin such Com-peting Business from
      receiving Executive or using any such Confidential Information and/or to enjoin
      Executive from rendering personal services to or in connection with such
      Competing Business. The rights and remedies of the parties hereto are cumulative
      and shall not be exclu-sive, and each such party shall be entitled to pursue
      all
      legal and equitable rights and remedies and to secure performance of the
      obligations and duties of the other under this Agreement, and the enforcement
      of
      one or more of such rights and remedies by a party shall in no way preclude
      such
      party from pursuing, at the same time or subsequently, any and all other rights
      and reme-dies available to it.

    


    (l) Notices.
      Any
      notice, request, consent or approval required or permitted to be given under
      this Agreement or pursuant to law shall be sufficient if in writing, and if
      and
      when sent by certified or registered mail, return receipt requested, with
      postage prepaid, to Executive's

    residence
      (as reflected in the Company's records or as otherwise designated by Executive
      on thirty (30) days' prior written notice to the Company) or to the Company's
      princi-pal executive office, attention: Chairman of the Board (with copies
      to
      the General Counsel), as the case may be. All such notices, requests, consents
      and approvals shall be effective upon being deposited in the United States
      mail.
      However, the time period in which a response thereto must be given shall
      commence to run from the date of receipt on the return receipt of the notice,
      request, consent or approval by the addressee thereof. Rejection or other
      refusal to accept, or the inability to deliver because of changed address of
      which no notice was given as provided herein, shall be deemed to be receipt
      of
      the notice, request, consent or approval sent.

    


    
      
        
        

      

      
        -11-

        
          

        

      

      
        
        

      

    

    (m) Assistance
      in Proceedings, Etc.
      Executive shall, without additional com-pensation, during and after expiration
      of the Agreement Term, upon reasonable notice, furnish such information and
      proper assistance to the Company as may reasonably be required by the Company
      in
      connection with any legal or quasi-legal proceeding, including any external
      or
      internal investigation, involving the Company or any of its affiliates or in
      which any of them is, or may become, a party, unless
      Executive is adverse to the Company in such proceeding or unless Executive
      and
      the Company are both defendants in such proceeding and assisting the Company
      may
      impair Executive’s ability to defend himself in such proceeding. After the
      Agreement Term Executive shall provide the same assistance under the same
      conditions, except that Executive shall not be required to provide assistance
      to
      the Company in accordance with this Section or Section 7 for more than 50 hours
      during any twelve-month period. If the Company desires assistance beyond such
      50-hour limitation, such assistance shall be subject to Executive’s consent, not
      to be unreasonably withheld, and the Company will compensate Executive on a
      per
      diem basis at a per diem rate that is determined by dividing the Base Salary
      in
      effect when the Employment Term was terminated by 250 days. 

    


    (n) Survival.
      Cessation or termination of Executive's employment with the Company shall not
      result in termination of this Agreement. The respective obligations of
      Execu-tive and rights and benefits afforded to the Company as provided in this
      Agreement shall survive cessation or termination of Executive's employment
      hereunder. This Agreement shall not termi-nate upon, and shall remain in full
      force and effect following, expiration of the Agreement Term and all rights
      and
      obligations of the parties hereto as and to the extent provided herein shall
      survive such expiration.

     

    (o) Section
      409A. Notwithstanding
      anything to the contrary in this Agreement, if the Company determines
      (a) that on the date the Executive’s employment with the Company terminates
      or at such other time that the Company determines to be relevant, the Executive
      is a “specified employee” (as such term is defined under Section 409A of the
      Internal Revenue Code )
      of the
      Company and (b) that any payments to be provided to the Executive pursuant
      to this Agreement are or may become subject to the additional tax under Section
      409A(a)(1)(B)
      of the Code or any other taxes or penalties imposed under Section 409A
      of
      the Code (“Section 409A
      Taxes”)
      if provided at the time otherwise required under this Agreement, then such
      payments shall be delayed until the date (the “ Deferred Payment Date”) that is
      six months after the date of the Executive’s “separation from service” (as such
      term is defined under Section 409A
      of the
      Code) with the Company, or such shorter period that, as determined by the
      Company, is sufficient to avoid the imposition of Section 409A
      Taxes;
      it being understood that any payments so delayed shall become payable in the
      aggregate on the Deferred Payment Date.  It
      is the
      intent of the parties that the provisions of this Agreement comply with
      Section 409A of the Code and related regulations and Department of the
      Treasury pronouncements. Accordingly, notwithstanding any provision in this
      Agreement to the contrary, this Agreement will be interpreted, applied and
      to
      the minimum extent necessary, unilaterally amended by the Company in its sole
      discretion, without the consent of Executive, as the Company deems appropriate
      for the Agreement to satisfy the requirements of Section 409A and to avoid
      the imposition of Section 409A Taxes.

     

    
      
        
        

      

      
        -12-

        
          

        

      

      
        
        

      

    

    IN
      WITNESS WHEREOF,
      the
      Company has caused this Agreement to be duly executed on its behalf by an
      officer thereunto duly authorized and Executive has duly executed this
Agreement,
      all as of the date and year first written above.

    


    


    
      	 	
              SYNTHEMED,
                INC.

              


               

              By: 
                /s/ Robert P.
                Hickey                      

              Robert
                P. Hickey

              President
                & CEO 

              


               

              EXECUTIVE

              


              


              /s/
                Eli
                Pines                                            

              Eli
                Pines, PhD 

            


    

     

    
      
        
        

      

      
        -13-