**SEVERANCE
      AGREEMENT**




THIS
      AGREEMENT made as of the 3rd day of April, 2006, by and between Pressure
      BioSciences, Inc., a Massachusetts corporation, and Richard T. Schumacher (the
      "Executive").





WHEREAS,
      the Board of Directors (the "Board") of the Company (as hereinafter defined)
      recognizes that the possibility of a termination without Cause (as hereinafter
      defined), and the possibility of a Change in Control (as hereinafter defined),
      can create significant distractions for its key management personnel because
      of
      the uncertainties inherent in such situations;





WHEREAS,
      the Board has determined that it is essential and in the best interest of the
      Company and its stockholders to retain the services of the Executive, in
      general, and particularly in the event of a threat or the occurrence of a Change
      in Control and to ensure his continued and full attention, dedication and
      efforts in such event without undue concern for his personal financial and
      employment security; and





WHEREAS,
      in order to induce the Executive to become an employee of the Company and to
      remain in the employ of the Company, in general, and particularly in the event
      of a threat or the occurrence of a Change in Control, the Company desires to
      enter into this Agreement with the Executive to provide the Executive with
      severance benefits in the event his employment is terminated without Cause
      or as
      a result of, or in connection with, a Change in Control, in accordance with
      the
      terms and conditions set forth herein.





NOW,
      THEREFORE, in consideration of the respective agreements of the parties
      contained herein, it is agreed as follows:





1.  **DEFINITIONS.**




1.1  **ACCRUED
      COMPENSATION** .
      For
      purposes of this Agreement, "Accrued Compensation" shall mean an amount which
      shall include all amounts earned or accrued through the "Termination Date"
      (as
      hereinafter defined) but not paid as of the Termination Date, including (i)
      base
      salary, (ii) reimbursement for reasonable and necessary business expenses
      incurred by the Executive on behalf of the Company, pursuant to the Company's
      expense reimbursement policy in effect at such time, during the period ending
      on
      the Termination Date, and (iii) vacation pay.




1.2  **BASE
      SALARY** .
      For
      purposes of this Agreement, "Base Salary" shall mean the greater of the
      Executive's annual base salary (a) at the rate in effect on the Termination
      Date
      or (b) at the highest rate in effect at any time during the ninety (90) day
      period prior to the Termination Date .









1.3  **CAUSE** .
      The
      Company may terminate the Executive's employment at any time for "Cause". For
      purposes of this Agreement, "Cause" means (i) any act of personal dishonesty
      or
      a breach of trust by the Executive; (ii) intentional violation of the Company’s
      Code of Conduct or other Company codes or policies or procedures that are
      applicable to the Executive; (iii) the commission by the Executive of any crime
      classified as a felony under any Federal, state or local law; (iv) any breach
      by
      the Executive of the Employee Non-Competition and Non-Solicitation Agreement
      or
      the Employee & Contractor Non-Disclosure and Developments Agreement, each
      dated as of the date hereof; (v) the use by the Executive of a controlled
      substance without a prescription or the use of alcohol which in any way impairs
      the Executive’s ability to carry out his duties and responsibilities; (vi)
      conduct by the Executive constituting an act of moral turpitude, or acts of
      physical violence while working for the Company; (vii) the Executive’s willful
      failure or refusal to perform his duties on behalf of the Company which are
      consistent with the scope and nature of the Executive’s responsibilities, or
      otherwise to comply with a lawful directive of the Company; and (viii) the
      Executive’s repeated failure to carry out his duties and responsibilities in a
      satisfactory manner, provided the Company provides the Executive with notice
      of
      such failure and the Executive does not correct such failure within a period
      of
      thirty (30) days following such notice.




1.4  **CHANGE
      IN CONTROL** .
      For the
      purpose of this Agreement, a "Change of Control" shall mean:




a.  The
      acquisition by any individual, entity or group (within the meaning of Section
      13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the
      “Exchange Act”)) of beneficial ownership (within the meaning of Rule 13d-3
      promulgated under the Exchange Act) of 40% or more of the then outstanding
      shares of common stock of the Company (the “Outstanding Company Common Stock”);
      provided, however, that any acquisition by the Company or its subsidiaries,
      or
      any employee benefit plan (or related trust) of the Company or its subsidiaries
      of 40% or more of Outstanding Company Common Stock shall not constitute a Change
      in Control; and provided, further, that any acquisition by a corporation with
      respect to which, following such acquisition, more than 50% of the then
      outstanding shares of common stock of such corporation, is then beneficially
      owned, directly or indirectly, by all or substantially all of the individuals
      and entities who were the beneficial owners of the Outstanding Company Common
      Stock immediately prior to such acquisition in substantially the same proportion
      as their ownership, immediately prior to such acquisition, of the Outstanding
      Company Common Stock, shall not constitute a Change in Control; or




b.  Any
      transaction which results in the Continuing Directors (as defined in the
      Certificate of Incorporation of the Company) constituting less than a majority
      of the Board of Directors of the Company; or




c.  Approval
      by the stockholders of the Company of (i) a reorganization, merger or
      consolidation, in each case, with respect to which all or substantially all
      of
      the individuals and entities who were the beneficial owners of the Outstanding
      Company Common Stock immediately prior to such reorganization, merger or
      consolidation do not, following such reorganization, merger or consolidation,
      beneficially own, directly or indirectly, more than 50% of the then outstanding
      shares of common stock of the corporation resulting from such a reorganization,
      merger or consolidation, (ii) a complete liquidation or dissolution of the
      Company or (iii) the sale or other disposition of all or substantially all
      of
      the assets of the Company, excluding a sale or other disposition of assets
      to a
      subsidiary of the Company.




-2-




d.  Anything
      in this Agreement to the contrary notwithstanding, if an event that would,
      but
      for this paragraph, constitute a Change of Control results from or arises out
      of
      a purchase or other acquisition of the Company, directly or indirectly, by
      a
      corporation or other entity in which the Executive has a greater than ten
      percent (10%) direct or indirect equity interest, such event shall not
      constitute a Change of Control.




1.5  **COMPANY** .
      For
      purposes of this Agreement, "Company" shall mean Pressure BioSciences, Inc.
      and
      shall include its "Successors and Assigns" (as hereinafter
      defined).




1.6  **DISABILITY** .
      For
      purposes of this Agreement, "Disability" shall mean a physical or mental
      infirmity which impairs the Executive's ability to substantially perform his
      duties with the Company for a period of one hundred eighty (180) consecutive
      days, and the Executive has not returned to his full time employment prior
      to
      the Termination Date as stated in the "Notice of Termination" (as hereinafter
      defined).




1.7  **GOOD
      REASON** .
      For
      purposes of this Agreement, “Good Reason” shall mean:




a.  Material
      diminution in the Executive’s offices, titles and reporting requirements,
      authority, duties or responsibilities as in effect as of a Change or Control
      or
      at any time in the ninety (90) days prior to a Change of Control or Notice
      of
      Termination;




b.  Material
      Reduction in the Executive’s Base Salary, unless such reduction is part of a
      company wide reduction in salary for all similarly situated
      executives;




c.  The
      Company requiring the Executive to be based at any office or location more
      than
      fifty (50) miles from the Company’s headquarters as of the date
      hereof;




d.  Any
      purported termination by the Company of the Executive's employment otherwise
      than as expressly permitted by this Agreement; or




e.  Any
      failure by the Company to comply with and satisfy Section 3 hereof.




1.8  **NOTICE
      OF** **TERMINATION** .
      For
      purposes of this Agreement, "Notice of Termination" shall mean (i) a written
      notice from the Company of termination of the Executive's employment which
      indicates the specific termination provision in this Agreement relied upon,
      if
      any, and which sets forth in reasonable detail the facts and circumstances
      claimed to provide a basis for termination of the Executive's employment under
      the provision so indicated; or (ii) a written notice from the Executive of
      his
      resignation for Good Reason, which indicates the specific provision in Section
      1.7 herein, and which sets forth in reasonable detail the facts and
      circumstances claimed to provide a basis for resignation by the Executive for
      Good Reason.




-3-




1.9  **SUCCESSORS
      AND ASSIGNS** .
      For
      purposes of this Agreement, "Successors and Assigns" shall mean a corporation
      or
      other entity acquiring all or substantially all the assets and business of
      the
      Company (including this Agreement) whether by operation of law or
      otherwise.




1.10  **TERMINATION** **DATE** .
      For
      purposes of this Agreement, "Termination Date" shall mean in the case of the
      Executive's death, his date of death, in the case of Good Reason, the last
      day
      of his employment, and in all other cases, the date specified in the Notice
      of
      Termination.




2.  **TERMINATION
      OF EMPLOYMENT.**




2.1  **CHANGE
      OF CONTROL** .
      If the
      Executive's employment with the Company shall be terminated within twenty four
      (24) months following a Change in Control, then the Executive shall be entitled
      to the following compensation and benefits:




a.  If
      the
      Executive's employment with the Company shall be terminated (1) by the Company
      for Cause or Disability, (2) by reason of the Executive's death, or (3) by
      the
      Executive other than for Good Reason, the Company shall pay to the Executive
      the
      Accrued Compensation only.




b.  If
      the
      Executive's employment with the Company shall be terminated without Cause by
      the
      Company or by Executive for Good Reason, then the Executive shall be entitled
      to
      each and all of the following:




i.  The
      Company shall pay the Executive all Accrued Compensation;




ii.  The
      Company shall continue to pay the Executive his Base Salary for a period of
      two
      (2) years from the Termination Date in accordance with its normal payroll
      practices and subject to applicable tax withholding; provided, however, that
      if
      the Company determines that such payments would constitute deferred compensation
      within the meaning of Section 409A of the Internal Revenue Code of 1986, as
      amended, then the Executive agrees to the modifications with respect to timing
      of such payments in accordance with Section 6 hereof; and




iii.  Continue
      to provide the Executive with medical and dental benefits on the same terms
      and
      conditions provided to other executives of the Company for a period of one
      (1)
      year from the Termination Date.




c.  The
      amounts provided for in Sections 2.1(a) and 2.1(b)(i) shall be paid in a single
      lump sum cash payment within five (5) days after the Executive's Termination
      Date (or earlier, if required by applicable law).




-4-




2.2  **TERMINATION
      OTHER THAN CHANGE OF CONTROL** .
      If the
      Executive's employment with the Company is terminated, other than within twelve
      (12) months following a Change of Control, then the Executive shall be entitled
      to the following compensation and benefits:




a.  If
      the
      Executive's employment with the Company shall be terminated (1) by the Company
      for Cause or Disability, (2) by reason of the Executive's death, or (3) by
      the
      Executive other than for Good Reason, the Company shall pay to the Executive
      the
      Accrued Compensation.




b.  If
      the
      Executive's employment with the Company shall be terminated by Company without
      Cause or by the Executive for Good Reason, then the Executive shall be entitled
      to each and all of the following:




i.  The
      Company shall pay the Executive all Accrued Compensation;




ii.  The
      Company shall continue to pay the Executive his Base Salary for the period
      of
      one (1) year from the Termination Date in accordance with its normal payroll
      practices and subject to applicable tax withholding; provided, however, that
      if
      the Company determines that such payments would constitute deferred compensation
      within the meaning of Section 409A of the Internal Revenue Code of 1986, as
      amended, then the Executive agrees to the modifications with respect to timing
      of such payments in accordance with Section 6 hereof; and




iii.  Continue
      to provide the Executive with medical and dental benefits on the same terms
      and
      conditions provided to other executives of the Company for a period of one
      (1)
      year from the Termination Date.




c.  The
      amounts provided for in Sections 2.2(a) and 2.2(b)(i) shall be paid in a single
      lump sum cash payment within five (5) business days after the Executive’s
      Termination Date (or earlier, if required by applicable law).




2.3  **MITIGATION** .
      The
      Executive shall not be required to mitigate the amount of any payment provided
      for in this Agreement by seeking other employment or otherwise and no such
      payment shall be offset or reduced by the amount of any compensation or benefits
      provided to the Executive in any subsequent employment except as provided in
      Sections 2.1(b)(iii) and 2.2(b)(iii).




2.4  **OTHER
      SEVERANCE BENEFITS** .
      The
      severance pay and benefits provided for in this Section 2 shall be in lieu
      of
      any other severance or termination pay to which the Executive would otherwise
      be
      entitled under any Company severance or termination plan, program, practice
      or
      arrangement.




-5-




2.5  **DIVESTITURE
      OR SALE OF DIVISION** .
      Notwithstanding any other provision of this Agreement to the contrary, the
      termination of the Executive's employment with the Company in connection with
      the sale, divestiture or other disposition of a Subsidiary or "Division" (as
      hereinafter defined) (or part thereof) shall not be deemed to be a termination
      of employment of the Executive for purposes of this Agreement provided the
      Executive accepts employment offered by the purchaser or acquirer of such
      Subsidiary or Division (or part thereof) and provided, in the event such sale,
      divestiture or other disposition of a Subsidiary or Division occurs subsequent
      to or in connection with a Change in Control, the Company obtains an agreement
      from such purchaser or acquiror as contemplated in Section 3(c). The Executive
      shall not be entitled to benefits from the Company under this Agreement as
      a
      result of such sale, divestiture, or other disposition, or as a result of any
      subsequent termination of employment. "Division" shall mean a business unit
      or
      other substantial business operation within the Company that is operated as
      a
      separate profit center, but that is not maintained by the Company as a separate
      legal entity.




3.  **SUCCESSORS:
      BINDING AGREEMENT.**




a.  This
      Agreement shall be binding upon and shall inure to the benefit of the Company,
      and its Successors and Assigns, and the Company shall require any Successors
      and
      Assigns to expressly assume and agree to perform this Agreement in the same
      manner and to the same extent that the Company would be required to perform
      it
      if no such succession or assignment had taken place; provided, however, that
      upon any such succession or assignment that constitutes or is in connection
      with
      a Change in Control, the obligations of the Company, and its Successors and
      Assigns, under Section 2.2 of this Agreement shall terminate, and the
      obligations under the remaining Sections of this Agreement, including but not
      limited to Section 2.1, shall continue in full force and effect upon the
      Executive and the corporation or other entity acquiring the assets and business
      of the Company as contemplated within the definition of Successors and Assigns.




b.  Neither
      this Agreement nor any right or interest hereunder shall be assignable or
      transferable by the Executive, his or her beneficiaries or legal
      representatives, except by will or by the laws of descent and distribution.
      This
      Agreement shall inure to the benefit of and be enforceable by the Executive's
      personal representative.




c.  In
      the
      event that a Division (or part thereof) is sold, divested, or otherwise disposed
      of by the Company subsequent to or in connection with a Change in Control and
      the Executive is offered employment by the purchaser or acquiror thereof, the
      Company shall require such purchaser or acquiror to assume, and agree to
      perform, the Company's obligations under this Agreement, in the same manner,
      and
      to the same extent, that the Company would be required to perform if no such
      acquisition or purchase had taken place; provided, however, neither such
      purchaser or acquiror, nor the Company and its Successors and Assigns, shall
      be
      obligated under Section 2.2 of this Agreement, which Section 2.2 shall terminate
      upon such acquisition or purchase.




4.  **ARBITRATION** .
      Any
      dispute, controversy or claim arising out of or relating to this Agreement,
      or
      the breach, termination or invalidity hereof, (collectively, a "Claim") shall
      be
      settled by arbitration pursuant to the rules of the American Arbitration
      Association. Any such arbitration shall be conducted by one arbitrator, with
      experience in the matters covered by this Agreement, mutually acceptable to
      the
      parties. If the parties are unable to agree on the arbitrator within thirty
      (30)
      days of one party giving the other party written notice of intent to arbitrate
      a
      Claim, the American Arbitration Association shall appoint an arbitrator with
      such qualifications to conduct such arbitration. The decision of the arbitrator
      in any such arbitration shall be conclusive and binding on the parties. Any
      such
      arbitration shall be conducted in Boston, Massachusetts, unless the Executive
      consents to a different location.




-6-




5.  **NOTICE** .
      For the
      purposes of this Agreement, notices and all other communications provided for
      in
      the Agreement (including the Notice of Termination) shall be in writing and
      shall be (i) delivered by hand, (ii) transmitted by facsimile or electronic
      mail
      with receipt confirmed, (iii) delivered by overnight courier service with
      confirmed receipt or (iv) mailed by first class U.S. mail postage pre-paid
      and
      registered or certified, return receipt requested and addressed to the
      respective addresses last given by each party to the other, provided that all
      notices to the Company shall be directed to the attention of the President
      of
      the Company. All notices and communications shall be deemed to have been
      received on the date of delivery thereof or on the third business day after
      the
      mailing thereof, except that notice of change of address shall be effective
      only
      upon receipt.




6.  **409A
      COMPLIANCE** .
      Notwithstanding any other provision herein to the contrary, the Company shall
      make the payments required hereunder in compliance with the requirements of
      Section 409A of the Internal Revenue Code of 1986, as amended, and any
      interpretative guidance issued thereunder. The Company may, in its sole and
      absolute discretion, delay payments hereunder or make such other modifications
      with respect to the timing of payments as it deems necessary to comply with
      said
      Section 409A.




7.  **RELEASE** .
      The
      Executive agrees that, with the exception of the Accrued Compensation due to
      him
      in accordance with the terms hereunder, that the payment of any severance under
      Section 2.1(b)(ii) and (iii) and Section 2.2(b)(ii) and (iii) is subject to
      and
      conditioned upon the execution and delivery by the Executive to the Company
      of a
      Settlement and Release Agreement (the “Release Agreement”) in favor of the
      Company, its affiliates and their respective officers, directors, employees
      and
      agents in form and substance reasonably acceptable to the Company and the
      expiration of any revocation period provided for under the Release
      Agreement.




8.  **NO
      EMPLOYMENT RIGHT** .
      This
      Agreement does not constitute, and shall not be construed to provide, any
      assurance of continuing employment. Executive's employment with the Company
      and
      of its Successors or Assigns is "at will," and, subject to the terms and
      conditions of this Agreement, may be terminated by Executive or the Company
      at
      any time.




9.  **NON-DISPARAGEMENT** .
      Executive agrees that he will not make or cause to be disclosed any negative,
      adverse or derogatory statements to any media outlet, industry group, financial
      institution, consultant, client or customer of the Company or any of its
      affiliates or any of their directors, officers, employees, agents or
      representatives, or about any of the Company’s or its affiliates products or
      services, business affairs, financial condition or prospects for the
      future.




-7-




10.  **MISCELLANEOUS** .
      No
      provision of this Agreement may be modified, waived or discharged unless such
      waiver, modification or discharge is agreed to in writing, specifying such
      modification, waiver or discharge, and signed by the Executive and the Company.




11.  **GOVERNING
      LAW** .
      This
      Agreement shall be governed by and construed and enforced in accordance with
      the
      laws of the Commonwealth of Massachusetts without giving effect to the conflict
      of laws principles thereof. Any action brought by any party to this Agreement
      to
      enforce any decision of an arbitrator made as contemplated in Section 5 above
      shall be brought and maintained in a court of competent jurisdiction in the
      Commonwealth of Massachusetts.




12.  **SEVERABILITY** .
      The
      provisions of this Agreement shall be deemed severable, and the invalidity
      or
      unenforceability of any provision shall not affect the validity or
      enforceability of the other provisions hereof.




13.  **ENTIRE
      AGREEMENT** .
      This
      Agreement constitutes the entire agreement between the parties hereto and
      supersedes all prior severance agreements, if any, understandings and
      arrangements, oral or written, between the parties hereto with respect to the
      subject matter hereof, provided, however, that any NonDisclosure and Development
      Agreement and Non-Competition and Non-Solicitation Agreement shall remain in
      full force and effect.




-8-




IN
      WITNESS WHEREOF, the Company has caused this Agreement to be executed by its
      duly authorized officer and the Executive has executed this Agreement as of
      the
      day and year first above written.




PRESSURE
                    BIOSCIENCES, INC.By:ExecutiveRichard
                    T. Schumacher131
                    Lake Ridge DriveTaunton,
                    MA 02780
  -9-