Filed by Bowne Pure Compliance





Exhibit 10.62




November 17, 2005




Dr. Randal R. Betz

507 30th St.

Ocean City, NJ 08226





			
	Re:	 	Consulting Agreement for a Director Position on the Advisory Panel





Dear Dr. Betz:



SpineMedica Corp (“SpineMedica” or “the Company”) is interested in retaining you as a
consultant upon the terms and conditions set forth in this letter agreement within the field of
Neurological Surgery , Orthopedics, and Orthopedic Surgery, including muscular and skeletal areas,
related to the human spine ( the “Field”) and with respect to the Company’s other research,
development, and business activities. The field of this agreement may be broadened by mutual
agreement to include other inventions or technologies licensed by the Company.




	 	1.	 	Shriners Hospital Rules. The parties acknowledge that the Consultant
is a full-time employee or a paid consulting staff researcher of the Shriners Hospitals
for Children (“SHC”) Philadelphia Hospital. Accordingly, the Company recognizes that
the Consultant’s activities are subject to the rules and regulations of SHC, now or in
the future (including, but not limited to the SHC Intellectual Property Policy), and
the Company agrees that the Consultant shall be under no obligation to perform services
if such performance would conflict with such rules and regulations. Consultant’s
obligations under this Agreement shall be subject to his compliance with such rules and
regulations which will be made available to the Company for review upon its request,
and in the event of a conflict, such rules and regulations shall control. In the event
such rules and regulations shall, in the Company’s opinion, substantially interfere
with the performance of Consultant’s services, the Company may terminate this Agreement
upon thirty (30) days’ notice to the Consultant.






	 	2.	 	Your consulting service shall include advising and informing the Company of
activities and developments within the Field and providing the Company with the benefit
of your knowledge, experience, skill and judgment in the Field and with respect to the
Company’s other research, development, and business activities.






	 	3.	 	Upon request by the Company, and at times mutually agreed upon by the Company
and you, you shall provide consulting services to the Company pursuant to this
Agreement.






	 	4.	 	The period of this Consulting Agreement shall be three years commencing
September 1, 2005 unless terminated by either party upon thirty (30) days’ advance
written notice to the other party, in which event compensation for services and travel
expense incurred in accordance with this Agreement prior to such termination will be
paid by the Company.




 


 









 






	 	5.	 	As full consideration for the consulting services provided by you under this
Consulting Agreement, the Company agrees to pay you the sum of Fifty Thousand Dollars
per year. $10,000 shall be paid the first quarter of the term of this Consulting
Agreement, $13,333.33 per quarter for the next three quarters, and $12,500 per quarter
thereafter, payable at the beginning of each quarter and an option to purchase 100,000
common shares granted from the Company’s Stock Option Plan. In addition, the company
has agreed to grant you 25,000 founder’s shares of common stock.






	 	6.	 	In addition to the compensation for your consulting services provided in
paragraph 5, the Company will reimburse you for necessary and -reasonable out-of-pocket
travel and living expenses incurred by you at the Company’s request, within twenty (30)
days of submission of a statement to the Company documenting the expenses incurred,
provided that the Company’s prior approval shall be required with respect to such
individual expenses in excess of five hundred dollars ($500.00 USD).






	 	7.	 	You represent and warrant to the Company that you do not have any agreement to
provide consulting services to any other party, firm or company in the Field or whose
business would be directly competitive with the business of the company and will not
enter into any such agreement during the term of this Agreement without the Company’s
prior written consent. You represent that you are not presently engaged in consulting
agreements in the Field.






	 	8.	 	(a) You shall notify the Company in writing of all inventions and discoveries
made or conceived, solely or jointly, in the course of performing services in the Field
under this Agreement. It is understood and agreed that your interest in any and all
inventions and discoveries in the Field that you conceive or make solely or jointly
with the Company and/or any third parties in the course of performing services under
this Agreement, and your interest in all intellectual property rights related thereto
(collectively, “Field IP”), shall be assigned by you to the Company.






(b) You agree that, subject to Sections 8(a) and 8(c), all processes, formulas,
data, programs, algorithms, know-how, trade secrets, improvements, discoveries,
developments, designs, inventions (patentable or not), chemical compounds, mixtures,
techniques, software, source code, object code, marketing plans, strategies,
forecasts, new products, financial information, budgets, projections, licenses,
prices, costs, customer and supplier lists, inventions and discoveries that result
from work performed by you for the Company under this Agreement and all intellectual
property rights related thereto, whether or not patentable or registrable under
copyright or similar statutes or subject to analogous protection (all of the
foregoing, collectively, “Non-Field IP”), shall be the sole and exclusive property
of the Company or its nominees, you will notify the Company thereof promptly and in
writing, and you will and hereby do assign to the Company all rights in and to such
Non-Field IP upon the creation of any such Non-Field IP.


 


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The Company and its nominees shall have the right to use and/or to apply for
statutory or common law protections for such Non-Field IP in any and all countries.
You further agree (i) to assist the Company in every proper way to obtain and from
time to time to enforce its rights in such Non-Field IP, at the Company’s expense,
and (ii) to execute and deliver to the Company or its nominee upon request all such
documents as the Company or its nominee may reasonably determine are necessary or
appropriate.




(c) The Company shall have no rights by reason of this Agreement in all processes,
formulas, data, programs, algorithms, know-how, trade secrets, improvements,
discoveries, developments, designs, inventions (patentable or not), chemical
compounds, mixtures, techniques, software, source code, object code, marketing
plans, strategies, forecasts, new products, financial information, budgets,
projections, licenses, prices, costs, customer and supplier lists, inventions and
discoveries, improvement, or other intellectual property whatsoever, whether or not
publishable, patentable, or copyrightable, that either (i) is developed as a direct
result of a program of research financed, in whole or in part, by funds under the
control of any entity other than the Company. Such intellectual property does not
constitute Non-Field IP for the purposes of this agreement.




	 	9.	 	You agree that if, in the course of your services hereunder, you receive
proprietary information of the Company relating to its business operations, research
and development, equipment, or products, and such information is marked or otherwise
designated confidential, non-field IP generated from such information, you will retain
all such information in confidence and will not use it, or disclose it, or cause its
use or disclosure except in the necessary course of the performance of your services
under this Agreement or with the written consent of the Company. Nothing contained in
this Agreement, however, shall prevent the disclosure by you of any information after
it is available to the general public, or of any information which was already
available to you at the time such information was acquired by you from the Company or
any disclosure of any information furnished to you without obligation of
confidentiality by a third party who is not then in default of any obligation to the
Company regarding the confidentiality of such information, or of any information
ordered to be disclosed by a court or governmental body, provided that you (i) provide
written advance notice to the Company of such disclosure, (ii) assist the Company, as
reasonably requested thereby and at the expense of the Company, in obtaining
confidential treatment of such information, and (iii) take reasonable steps to minimize
the extent of such disclosure.






	 	10.	 	It is acknowledged and agreed that you may disclose or publish data, results,
procedures, or other information relating to the consulting undertaken pursuant to this
Agreement; provided, however, that:






	 	a.	 	You may not disclose any proprietary information belonging to
the Company unless it is publicly available or has already been or is
subsequently published or disclosed without obligation of confidentiality by
third parties under no




 


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obligation to the Company not to disclose the information, or is required to be
disclosed by order of a court of law or governmental body, provided that you (i)
provide written advance notice to the Company of such disclosure, (ii) assist
the Company, as reasonably requested thereby and at the expense of the Company,
in obtaining confidential treatment of such information, and (iii) take
reasonable steps to minimize the extent of such disclosure;




	 	b.	 	You may not disclose any proprietary information belonging to
the Company that may impair the patentability of any Company invention,
discovery or work; and






	 	c.	 	You agree to submit to the Company a copy of an early draft of
any manuscript to be published by you or in co-authorship with others, or with
the Company’s employees, containing information developed or disclosed in
connection with your work for the Company, at least thirty (30) days prior to
the submission thereof for publication, and to delay submission thereof upon
written notice from any officer of the Company for a reasonable period not to
exceed sixty (60) days to allow the Company to perfect its interest in any
patentable subject matter disclosed therein, or otherwise protect the
proprietary rights of the subject information, in a manner to be determined by
the Company. At the end of said period, it is understood that you shall have
the right, subject to subparagraph a. above, to submit the manuscript for
publication






	 	11.	 	The Company agrees to defend and indemnify you for the cost of defense and for
damages awarded, if any, as a result of any third party claims, liabilities, suits or
judgments arising out of this Consulting Agreement, so long as such claims,
liabilities, suits, or judgments are not attributable to grossly negligent or
intentionally wrongful acts or omissions by you or a material breach by you of this
Agreement. You shall promptly notify the Company of any such claim and shall cooperate
with the Company in the defense of such claim; you shall not agree to any settlement
with regards to such claim without prior written approval of the Company, and the
Company shall not have any indemnification obligation hereunder with respect to any
such settlement reached without its prior written consent.






	 	12.	 	The Company and you agree that, in the event of a breach by you of this
Agreement, the Company shall, in addition to any other rights and remedies available to
the Company, be entitled to enforcement by specific performance of your obligations
hereunder, and except for the obligations referenced in Sections 1 and 2 of this
Agreement. If any provision of this Agreement shall be declared invalid or
unenforceable, such provision shall be enforced to the fullest extent allowed by law,
and all remaining provisions hereof shall continue in full force and effect. This
Agreement shall be governed for all purposes by the laws of the State of Georgia, and
shall be subject to the exclusive jurisdiction of the State and Federal courts located
in the counties of Fulton or Cobb.




 


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	 	13.	 	Your relationship with the Company shall be that of an independent contractor,
and you will not be an employee of the Company for any purpose whatsoever. You do not
and shall not have any right or authority to assume or to create any obligation or
responsibility, express or implied, on behalf of or in the name of the Company or to
bind the Company in any manner.






	 	14.	 	The Company will not use your name in any commercial advertisement or similar
material that is used to promote or sell products, unless the Company obtains in
advance the written consent of you to such use, provided that, for purposes of
clarification but not limitation, the Company shall be entitled to name you as a
consultant and describe your role in consulting for the Company in discussions,
materials, and submissions (i) regarding the seeking and/or maintaining of regulatory
approvals or (ii) for presentations to, or discussions and negotiations with, or in
materials provided to potential investors or strategic partners, or as may otherwise be
required by law or regulation.






	 	15.	 	Any notice or communications under this Agreement shall be in writing,
addressed as follows:






To Consultant:




Dr. Randal Betz

507 30th ST

Ocean City, N.J. 08226




To SpineMedica Corp.:




Matt Miller

1234 Airport Blvd.

Suite 105

Destin, FL 32541




With a copy to:

Don Johnson

Womble Carlyle Sandridge & Rice

1201 West Peachtree Street

Atlanta, GA 30309




	 	16.	 	This Agreement may not be assigned by either party without the prior written
consent of the other; provided, however, that the Company may assign this Agreement to
any successor to the Company’s business by merger, purchase of assets, or otherwise.
This Agreement shall be binding upon the assigns, executors, administrators and other
legal representatives of the parties hereto, and shall inure to the benefit of the
Company, its successors and assigns.




 


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	 	17.	 	This Consulting Agreement, if not sooner terminated, shall terminate with any
termination of the Research and License Agreement. Only the provisions of paragraph 7,
8, 9 and 10 of this Consulting Agreement shall survive such termination.





IN WITNESS WHEREOF, the parties hereto have duly executed this Consulting Agreement as of the 1 day
of August 2005.



	 	 	 	 	 
	 	 	CONSULTANT
	 
	 	 	 	 
	/s/	 	/s/ Randal R. Betz
	 	 	 
	Witness
	 	 	 	 
	 
	 	 	 	 
	 	 	SpineMedica Corp.
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Matthew Miller
	 

	 	 	 	 
	 

	 	 	 	Matthew Miller, President







 


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