<PAGE>
WARRANT NO. _____


         NEITHER THIS WARRANT NOR THE SHARES OF COMMON STOCK UNDERLYING THIS
WARRANT OF THE MED-DESIGN CORPORATION (THE "COMPANY") HAVE BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), NOR UNDER ANY
SECURITIES LAW AND MAY NOT BE PLEDGED, SOLD, ASSIGNED OR TRANSFERRED UNTIL (i) A
REGISTRATION STATEMENT WITH RESPECT THERETO IS EFFECTIVE UNDER THE SECURITIES
ACT AND ANY APPLICABLE STATE SECURITIES LAW OR (ii) THE COMPANY RECEIVES AN
OPINION OF COUNSEL IN A FORM REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH
WARRANT OR SHARES MAY BE PLEDGED, SOLD, ASSIGNED OR TRANSFERRED WITHOUT AN
EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR APPLICABLE STATE SECURITIES
LAWS.


                        WARRANT TO PURCHASE COMMON STOCK

                                       OF

                           THE MED-DESIGN CORPORATION


         This is to certify that, FOR VALUE RECEIVED, MICHAEL W. SIMPSON (the
"Warrantholder") is entitled to purchase, subject to the provisions of this
Warrant, from The Med-Design Corporation, a Delaware Corporation (the
"Company"), Sixty Six Thousand (66,000) fully paid, validly issued and
nonassessable shares of Common Stock, $.01 par value per share (the "Common
Stock"), of the Company (the "Warrant Shares") at the price of Eleven Dollars
and eighty seven point five cents ($11.875) per share (the "Exercise Price").


         (1) GRANT AND VESTING. The Warrant was granted on April 25, 2000
subject to shareholder approval, and shall vest subject to the Warrantholder's
continued employment by the Company on the below listed vesting dates:

         Thirty Three Thousand (33,000) shares on November 11, 2000
         Thirty Three Thousand (33,000) shares on November 11, 2001

<PAGE>


         (2) EXERCISE OF WARRANT.

                  (A) This Warrant may be exercised in whole or in part at any
time or from time to time on or after the date of this Warrant and until five
years from such date, April 25, 2005 (the "Expiration Date"), provided, however,
that if any such day is a day on which banking institutions in the State of New
York are authorized by law to close, then on the next succeeding day. This
Warrant may be exercised by presentation and surrender hereof to the Company at
its principal office, or at the office of its stock transfer agent, if any, with
the Purchase Form annexed hereto duly executed and accompanied by payment of the
Exercise Price of the number of Warrant Shares specified in such form. As soon
as practicable after each such exercise of the Warrant, but not later than seven
(7) days from the date of such exercise, the Company shall issue and deliver to
the Warrantholder a certificate or certificates for the Warrant Shares issuable
upon such exercise, registered in the name of the Warrantholder. If this Warrant
should be exercised in part only, the Company shall, upon surrender of this
Warrant for cancellation, execute and deliver a new Warrant evidencing the
rights of the Warrantholder thereof to purchase the balance of the Warrant
Shares purchasable thereunder. Upon receipt by the Company of this Warrant at
its office, or by the stock transfer agent of the Company at its office, in
proper form for exercise, the Warrantholder shall be deemed to be the holder of
record of the shares of Common Stock issuable upon such exercise,
notwithstanding that the stock transfer books of the Company shall then be
closed or that certificates representing such shares of Common Stock shall not
then be physically delivered to the Warrantholder.

                  (B) In the event the Company shall at any time subdivide,
combine or reclassify the outstanding shares of Common Stock, the number of
Warrant Shares subject to this Warrant shall be adjusted accordingly and the
Exercise Price shall forthwith be proportionately decreased in the case of a
subdivision or increased in the case of a combination.

         (3) RESERVATION OF SHARES. The Company shall at all times reserve for
issuance and/or delivery upon exercise of this Warrant such number of shares of
its Common Stock as shall be required for issuance and delivery upon exercise of
the Warrant.

         (4) FRACTIONAL SHARES. No fractional shares or script representing
fractional shares shall be issued upon the exercise of this Warrant.

         (5) EXCHANGE, TRANSFER, ASSIGNMENT OR LOSS OF WARRANT. This Warrant is
exchangeable, without expense, at the option of the Warrantholder, upon
presentation and surrender hereof to the Company or at the office of its stock
transfer agent, if any, for other warrants of different denominations entitling
the Warrantholder thereof to purchase in the aggregate the same number of shares

                                       2
<PAGE>
of Common Stock purchasable hereunder. Upon surrender of this Warrant to the
Company at its principal office or at the office of its stock transfer agent, if
any, with the Assignment Form annexed hereto duly executed and funds sufficient
to pay any transfer tax the Company shall, without charge, subject to the
restrictions set forth in Section (5), execute and deliver a new Warrant in the
name of the assignee named in such instrument of assignment and this Warrant
shall promptly be canceled. This Warrant may be divided or combined with other
warrants which carry the same rights upon presentation hereof at the principal
office of the Company or at the office of its stock transfer agent, if any,
together with a written notice specifying the names and denominations in which
new Warrants are to be issued and signed by the Warrantholder hereof. The term
"Warrant" as used herein includes any Warrants into which this Warrant may be
divided or exchanged. Upon receipt by the Company of evidence satisfactory to it
of the loss, theft, destruction or mutilation of this Warrant, and (in the case
of loss, theft or destruction) of reasonably satisfactory indemnification, and
upon surrender and cancellation of this Warrant, if mutilated, the Company will
execute and deliver a new Warrant of like tenor and date.

         (6) RESTRICTIONS ON TRANSFER. This Warrant and all rights hereunder are
transferrable, in whole or in part, only to the Company by the Warrantholder in
person or by a duly authorized attorney except as set forth in Subparagraph (A).

                  (A) Restrictions in General. Prior to any Transfer (as defined
below) of this Warrant or the Warrant Shares, the Warrantholder will give ten
(10) days' written notice to the Company of such Warrantholder's intention to
effect such Transfer. Each such notice shall describe the manner and
circumstances of the proposed Transfer and shall be accompanied by an opinion,
addressed to the Company and reasonably satisfactory in form and substance to
it, of counsel for such Warrantholder, stating whether, in the opinion of such
counsel, such Transfer will be a transaction exempt from registration under the
Securities Act and applicable state securities laws. If such Transfer may in the
opinion of such counsel be effected without registration under the Securities
Act and applicable state securities laws, such Warrantholder shall thereupon be
entitled to Transfer this Warrant and the Warrant Shares in accordance with the
terms of the notice delivered by such Warrantholder to the Company. If in the
opinion of such counsel such Transfer may not be effected without registration
under the Securities Act, such Warrantholder shall not be entitled to so
Transfer this Warrant or the Warrant Shares unless the Company elects or is
obligated under Section (7) to file a registration statement relating to such
proposed Transfer and such registration statement has become effective under the
Securities Act and applicable state securities laws.

                  (B) "Transfer" means, with respect to the Warrants, the
Warrant Shares, or any interest therein, any disposition which would constitute
a sale thereof within the meaning of the Securities Act.

                                       3

<PAGE>


         (7) RIGHTS OF THE WARRANTHOLDER. The Warrantholder shall not, by virtue
hereof, be entitled to any rights of a shareholder in the Company, either at law
or equity, and the rights of the Warrantholder are limited to those stated in
the Warrant and are not enforceable against the Company except as set forth
herein.

         (8) REGISTRATION UNDER THE SECURITIES ACT OF 1933. The Company shall,
for a period of five (5) years from the date of the Warrant herein granted,
advise the Warrantholder or any then holder of Warrant Shares (such persons
being collectively referred to herein as "Warrantholders") by written notice at
least thirty (30) days prior to the filing of any registration statement (other
than a registration effected solely to implement a transaction of the type for
which form S-4 or form S-8 or any successor form is available) with the
Securities and Exchange Commission (the "Commission") under the Securities Act
covering securities of the Company. Each filing notice shall offer to the
Warrantholder the opportunity to include such number of shares as it may request
in the registration statement to which the filing notice relates and shall
advise the Warrantholder whether or not such registration statement is intended
to cover an underwritten public offering (an "Underwritten Offering"). If the
Warrantholder desires to have his shares included in a registration statement,
he shall so advise the Company in writing (a "Registration Request") within ten
(10) days after the date of receipt of the related filing notice, which
Registration Request shall set forth the number of shares for which registration
is requested. Subject to the provisions of Section (8) of this Agreement, the
Company shall include in a registration statement all shares for which it has
timely received a Registration Request.

         Notwithstanding anything to the contrary herein, the Company shall have
the right at any time (irrespective of whether a written Registration Request
shall have been made) to elect not to file any such proposed registration
statement, or to withdraw the same after the filing but prior to the Effective
Date thereof.

         (9) UNDERWRITTEN OFFERINGS.

                  (A) Participation and Limitations. If a registration statement
is for an Underwritten Offering, the right of Warrantholder to registration
pursuant to Section (7) hereof shall be conditioned upon (1) the Warrantholder's
participation in such Underwritten Offering and the inclusion of Warrantholder's
Warrant Shares in the Underwritten Offering to the extent provided herein and
(2) the execution and delivery by Warrantholder of an underwriting agreement in
customary form with the underwriter or underwriters selected by the Company to
manage such Underwritten Offering (individually or collectively, the
"Underwriter"). If the Underwriter determines that the inclusion of Warrant
Shares in such Underwritten Offering would adversely affect the success of such
offering, then the amount of securities to be included in the Underwritten
Offering shall, subject to then existing agreements to which the Company is
presently a party concerning the registration of Common Stock, be as follows:

                                       4
<PAGE>
(1) first, the number of shares of Common Stock to be offered and sold for the
account of the Company (up to the maximum number of shares of Common Stock as
determined by the Underwriter) and (2) second, if additional shares of Common
Stock may then be included in such Underwritten Offering, such additional number
of shares of Common Stock to be offered and sold for the account of the
Warrantholders, which (a) together with the shares of Common Stock to be offered
and sold for the account of the Company shall not exceed the maximum number of
shares of Common Stock as determined by the Underwriter and (b) shall be
allocated among the Warrantholders pro rata based upon the aggregate number of
Warrant Shares requested by each such Warrantholder to be included in such
Underwritten Offering. In addition, the number of Shares to be included in any
Underwritten Offering may, in the discretion of the Company or the Underwriter,
be rounded to the nearest one hundred (100) shares. If a Warrantholder
disapproves of the terms of such Underwritten Offering, then he may elect to
withdraw therefrom by written notice to the Company and the Underwriter at any
time prior to the date on which the registration statement therefore is declared
effective by the Commission (a "Withdrawal Notice"). Any Shares subject to a
Withdrawal Notice shall be withdrawn and excluded from the registration
statement for the Underwritten Offering to which the Withdrawal Notice relates.

                  (B) Restrictions on Sales of Shares. If Warrant Shares are
covered by a registration statement for an Underwritten Offering, Warrantholder
agrees, if requested by the Underwriter and timely notified in writing by the
Company or the Underwriter, not to effect any public sale or distribution of
Shares (including a sale pursuant to Rule 144 under the Securities Act) except
as part of such Underwritten Offering during the period commencing on the tenth
day prior to the closing date for such Underwritten Offering and ending on the
forty-sixth day after such closing date.


         (10) REGISTRATION PROCEDURES. In the case of each registration of
securities covered by Section (8) hereof (each a "Registration") for which
Warrantholder has timely delivered a Registration Request and has not delivered
a Withdrawal Notice, the Company will keep Warrantholder advised in writing of
the initiation and completion of such registration and will take the following
actions at its own expense:

                  (A) prepare and file with the Commission a registration
statement for such Shares as are entitled to be included therein, use its best
efforts to cause such registration statement to become effective, and, upon the
request of Warrantholder, keep such registration statement effective for not
less than ninety (90) days;

                  (B) prepare and file with the Commission such amendments and
supplements to such registration statement and the prospectus used in connection
with such registration statement as may be necessary to comply with the


                                       5
<PAGE>

provisions of the Securities Act with respect to the disposition of all
securities covered by such registration statement;

                  (C) furnish to Warrantholder at least one (1) copy of the
registration statement and any post-effective amendments thereto and such number
of copies of a prospectus, including a preliminary prospectus, in conformity
with the requirements of the Securities Act, as he may reasonably request;

                  (D) use its best efforts to register and qualify the
securities covered by such registration statement under such other securities or
Blue Sky laws of such jurisdictions as shall be reasonably requested by
Warrantholder, provided that the Company shall not be required in connection
therewith or as a condition thereto to qualify to do business or to file a
general consent to service of process in any such jurisdiction;

                  (E) in any Underwritten Offering, enter into and perform its
obligations under an underwriting agreement, in usual and customary form, with
the Underwriter;

                  (F) promptly notify Warrantholder at any time when a
prospectus relating to such registration statement is required to be delivered
under the Securities Act because of the happening of any event as a result of
which the prospectus included in such registration statement, as then in effect,
includes an untrue statement of a material fact or omits to state a material
fact required to be stated therein or necessary to make the statements therein
not misleading in the light of the circumstances then existing; and

                  (G) bear the entire cost and expense of any registration of
securities initiated by it under Section (9)(A) notwithstanding that Warrant
Shares subject to this Warrant may be included in any such registration
statement pursuant to this Section (9) Warrantholder shall, however, bear the
fees of his own counsel and any registration fees, transfer taxes or
underwriting discounts or commissions applicable to the Warrant Shares sold by
it pursuant thereto.

         The Company's agreements with respect to Warrants or Warrant Shares in
Section (7), (8) and (9) shall continue in effect as provided therein regardless
of the exercise and surrender of this Warrant.


         (11) WARRANTHOLDER NOT OBLIGATED. Neither the giving of any notice by
any Warrantholder nor the making of any request for prospectuses shall impose
any obligation to sell any Warrant Shares, or exercise any Warrants upon such
Warrantholder or owner making such request.

                                       6
<PAGE>
         (12) INDEMNIFICATION.

                  (A) The Company shall indemnify and hold harmless each such
Warrantholder and each Underwriter, within the meaning of the Securities Act,
who may purchase from or sell for any such Warrantholder any Warrant Shares from
and against any and all losses, claims, damages and liabilities caused by any
untrue statement or alleged untrue statement of a material fact contained in the
registration statement or any post-effective amendment thereto or any
registration statement under the Securities Act or any prospectus included
therein required to be filed or furnished by reason of Section (7) or caused by
any omission or alleged omission to state therein a material fact required to be
stated therein or necessary to make the statements therein not misleading,
except insofar as such losses, claims, damages or liabilities are caused by any
such untrue statement or alleged untrue statement or omission or alleged
omission based upon information furnished or required to be furnished in writing
to the Company by such Warrantholder or Underwriter expressly for use therein,
which indemnification shall include each person, if any, who controls any such
person within the meaning of the Securities Act; provided however, that the
Company shall not be obliged so to indemnify any such Underwriter or controlling
person unless such Underwriter shall at the same time indemnify the Company, its
directors, each officer signing the related registration statement and each
person, if any, who controls the Company within the meaning of the Securities
Act, from and against any and all losses, claims, damages and liabilities caused
by any untrue statement or alleged untrue statement of a material fact contained
in the registration statement or amendments thereto or any prospectus required
to be filed or furnished by reason of Section (7) or caused by any omission or
alleged omission to state therein a material fact required to be stated therein
or necessary to make the statement therein not misleading, insofar as such
losses, claims, damages or liabilities are caused by any untrue statement or
alleged untrue statement or omission based upon information furnished in writing
to the Company by any such Underwriter expressly for use therein.

                  (B) Warrantholder will, if Shares are included in the
securities as to which such Registration is being effected, indemnify the
Company, each of its directors and officers, each Underwriter of securities
covered by such a registration statement, and each person who controls the
Company or such Underwriter within the meaning of Section 15 of the Securities
Act against all expenses, claims, losses, damages and liabilities (or actions in
respect thereof), including any of the foregoing incurred in settlement of any
litigation, whether commenced or threatened, arising out of or based on any
untrue statement (or alleged untrue statement) of a material fact contained in
any such registration statement, any prospectus, offering circular or other
document related thereto, or any amendment or supplement to any of the
foregoing, or any omission (or alleged omission) to state therein a material
fact required to be stated therein or necessary to make the statements therein
not misleading, and will reimburse the Company and such directors, officers,
persons, Underwriter or control persons for any legal or any other expenses


                                       7
<PAGE>


reasonably incurred in connection with investigating or defending any such
claim, loss, damage, liability or action, in each case to the extent, but only
to the extent, that such untrue statement (or alleged untrue statement) or
omission (or alleged omission) is made in such registration statement,
prospectus, offering circular or other document in reliance upon and in
conformity with written information furnished to the Company by an instrument
duly executed by Warrantholder and stated to be specifically for use therein;

                  (C) Each party entitled to indemnification or contribution
under this Section (11) (an "Indemnified Party") shall give notice to the party
required to provide indemnification (an "Indemnifying Party") promptly after
such Indemnified Party has actual knowledge of any claim as to which indemnity
may be sought, and shall permit the Indemnifying Party to assume the defense of
any such claim or any litigation resulting therefrom, provided that counsel for
the Indemnifying Party, who shall conduct the defense of such claim or
litigation, shall be approved by the Indemnified Party (whose approval shall not
unreasonably be withheld), and the Indemnified Party may participate in such
defense at such party's expense, and provided further that the failure of any
Indemnified Party to give notice as provided herein shall not relieve the
Indemnifying Party of its obligations under this Section (11), unless such
failure is prejudicial to the Indemnifying Party's ability to defend such
action. An Indemnifying Party, in the defense of any such claim or litigation,
shall not except with the consent of each Indemnified Party, consent to entry of
any judgement or enter into any settlement which does not include as an
unconditional term thereof the giving by the claimant or plaintiff to such
Indemnified Party of a release from all liability in respect to such claim or
litigation.

                  (D) If the indemnification provided herein is unavailable to
an Indemnified Party in respect of any losses, claims, damages or liabilities
referred to herein, then the Indemnifying Party, in lieu of indemnifying such
Indemnified Party hereunder, shall contribute to the amount paid or payable by
such Indemnified Party as a result of such losses, claims, damages or
liabilities (i) in such proportion as is appropriate to reflect the relative
benefits received by the Company and Warrantholder from the offering or (ii) if
the allocation provided by clause (i) is not permitted by applicable law, in
such proportion as is appropriate to reflect not only the benefits referred to
in clause (i), but also the relative fault of the Company and Warrantholder in
connection with the statements or omissions which resulted in such losses,
claims, damages or liabilities, as well as any other relevant equitable
considerations. The relative benefits received by the Company and Warrantholder
shall be deemed to be in the same respective proportions as the net proceeds
from the offering (before deducting expenses) received by each of the Company
and Warrantholder. The relative fault of Warrantholder shall be determined by
reference to, among other things, whether the untrue or alleged untrue statement
of a material fact or the omission or alleged omission to state a material fact
relates to information supplied by Warrantholder and the parties' relative
intent, knowledge, access to information and opportunity to correct or prevent
such statement or omission.


                                       8
<PAGE>

         (13) NO LIMITATION ON CORPORATE ACTION. No provisions of this Warrant
and no right or option granted or conferred hereunder shall in any way limit,
affect, or abridge the exercise by the Company of its corporate rights or powers
to recapitalize, amend its articles or incorporation or bylaws, reorganize,
consolidate or merge with or into any corporation, or transfer all or any part
of its property or assets or the exercise of any other of its corporate rights
and powers.


         (14) REPRESENTATION OF WARRANTHOLDER. Warrantholder, by the acceptance
hereof, represents that it is acquiring this Warrant for its own account for
investment and not with a view to, or sale in connection with, any distribution
hereof or of any of the Warrant Shares issuable upon the exercise hereof, nor
with the present intention of distributing any of such securities.


         (15) RESTRICTIVE LEGEND. Each certificate representing Warrant Shares
initially issued upon exercise of this Warrant, unless at the time of exercise
such Warrant Shares are registered under the Securities Act, shall bear the
following legend (and any additional legend required by any applicable state
securities laws) on the face thereof:

              The securities represented hereby have not been registered under
              the Securities Act of 1933 and the transfer of such securities is
              subject to the restrictions set forth in Section (5) of the
              Warrant delivered to the registered Warrantholder thereof, a copy
              of which is available for inspection at the principal office and
              no transfer of such securities shall be valid or effective unless
              and until the terms and conditions of such Section (5) shall have
              been in satisfied.


         Any certificate issued at any time upon transfer or, or in exchange for
or replacement of, any certificate bearing such legend (except a new certificate
issued upon completion of a public distribution pursuant to a registration under
the Securities Act) shall also bear such legend unless, in the opinion of
counsel for the Warrantholder, addressed and delivered to the Company, which
opinion shall be in a form reasonably satisfactory and acceptable to the Company
and such Warrantholder, the securities represented thereby need no longer be
subject to the restrictions contained in Section (5). The provisions of this
Warrant shall be binding upon all subsequent Warrantholders of certificates
bearing the legend hereinbefore described and shall also be applicable to all
subsequent Warrantholders.


                                       9
<PAGE>
         (16) GOVERNING LAW. This Warrant shall be governed by, construed and
enforced in accordance with the laws of the State of Delaware, without giving
effect to principles of conflicts of laws.


         (17) NOTICE. All notices and other communications under this Warrant
shall (a) be in writing (which shall include communications by telex and
telecopy), (b) be (i) sent by registered or certified mail, postage prepaid, or
by a reputable overnight courier (ii) delivered by hand or (iii) transmitted by
telex or telecopier (c) be given at the following respective addresses and
telex, telecopier and telephone numbers and to the attention of the following
persons:

                             If the Company, to it at:

                             The Med-Design Corporation
                             2810 Bunsen Avenue
                             Ventura, CA 93003
                             Telecopier No.:  (805) 339-9375
                             Telephone No.: (805) 339-0375
                             Attn:  James M. Donegan


                             If the Warrantholder, to it at:

                             Michael W. Simpson
                             747 Calle De Los Amigos
                             Santa Barbara, CA  93105
                             Telephone No.:  (805) 569-5496

or at such other address or telex, telecopier or telephone number or to the
attention of such other person as the party to whom such information pertains
may hereafter specify for the purpose in a notice to the other specifically
captioned "Notice of Change of Address", and (d) be effective or deemed
delivered or furnished (i) if given by mail, on the fifth (5th) Business Day
after such communication is deposited in the mail, addressed as above provided,
(ii) if given by telex or telecopier, when such communication is transmitted to
the appropriate number determined as above provided in this Section and the
appropriate answer back is received or receipt is otherwise acknowledged, (iii)
if given by hand delivery, when left at the address of the addressee addressed
as above provided, and (iv) if sent by overnight courier, the day after the
communication is delivered to such carrier except that notices of a change of
address, telex, telecopier or telephone number, shall not be deemed furnished,
until received.

                                       10
<PAGE>


         (18) MISCELLANEOUS. This Warrant and any term hereof may be changed,
waived, discharged, or terminated only by an instrument in writing signed by the
party against which enforcement of such change, waiver, discharge or termination
is sought. The headings in this Warrant are for purposes of reference only and
shall not limit or otherwise affect the meaning hereof.


         (19) DATE AND EFFECTIVENESS. This Warrant, in all events, shall be
wholly void and of no effect after the close of business on the Expiration Date,
unless the Warrant shall have been exercised, in which case this Agreement shall
terminate on the third anniversary of the date of the exercise or partial
exercise of the Warrant herein granted except as provided in Sections (8) and
(9).

         The undersigned hereby set their hands and seals to this Warrant
Agreement with full knowledge of its contents and intending thereby to be
legally bound.



ATTEST:                             THE MED-DESIGN CORPORATION


By:____________________________     By:_____________________________
   Joseph N. Bongiovanni, III          James M. Donegan
   Secretary                           President, CEO


WITNESS:


______________________________      ________________________________
                                       Michael W. Simpson



DATED:  April 25, 2000


                                       11

<PAGE>


                                  PURCHASE FORM
                                  -------------

Dated____________


                  The undersigned hereby irrevocably elects to exercise the
within Warrant to the extent of purchasing __________ shares of Common Stock and
hereby makes payment of ___________ in payment of the actual exercise price
thereof.


                     INSTRUCTIONS FOR REGISTRATION OF STOCK

Name_____________________________________________________________
                  (Please typewrite or print in block letters)

Address__________________________________________________________


Signature________________________________________________________


                                 ASSIGNMENT FORM

         FOR VALUE RECEIVED, ________________________________________
hereby sells, assigns and transfers unto


Name_____________________________________________________________
                  (Please typewrite or print in block letters)

Address__________________________________________________________

the right to purchase Common Stock represented by this Warrant to the extent of
________ shares as to which such right is exercisable and does hereby
irrevocably constitute and appoint ________________ Attorney, to transfer the
same on the books of the Company with full power of substitution in the
premises.

Date:________________


Signature_________________________


                                       12
<PAGE>

                          AMENDED EMPLOYMENT AGREEMENT
                          ----------------------------


         THIS AMENDED EMPLOYMENT AGREEMENT is made and entered into this 25th
day of April, 2000, by and between THE MED-DESIGN CORPORATION, a Delaware
corporation and Med-Design Research Limited, a California Corporation which is a
wholly owned subsidiary of The Med-Design Corporation (hereinafter collectively
referred to as "Employer"), and MICHAEL SIMPSON, an individual (hereinafter
referred to as "Employee") as follows:

WHEREAS, Employer entered into a contract of employment with Employee on
November 11, 1999 whereby Employee assumed the position of Chief Operating
Officer and Executive Vice President; and

WHEREAS, the parties desire to reconfirm and re-ratify the terms of that
contract of employment with certain amended provisions as are hereinafter set
forth;

         NOW THEREFORE, IN CONSIDERATION of the above recitals, the mutual
undertakings hereinafter set forth and other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties agree
as follows:

1. TERM

1.01 The Employer hereby employs the Employee and the employee hereby accepts
employment with the Employer for a period of three (3) years from November 11,
1999 to November 10, 2002, renewable for additional one year terms unless
terminated pursuant to the terms of Paragraph 8 of this Agreement. This
employment term is subject to annual review by the Employer on each anniversary
date of this Agreement and Employer may terminate Employee's employment after
such review at its sole discretion with no further obligation.

1.02 This employment may be extended by mutual agreement of the parties. As used
herein, the phrase "Employment Term" refers to the entire period of employment
of the Employee by the Employer hereunder, whether for the period provided
above, or if terminated earlier as hereinafter provided, or as extended by
mutual agreement of the parties.



<PAGE>


2. DUTIES

2.01 The Employee shall serve as the Executive Vice President and Chief
Operating Officer of the Employer. He shall do and perform all services, acts,
or things necessary or advisable to manage and conduct the responsibilities of
the Executive Vice President and Chief Operating Officer of the Employer,
subject to the policies set by the Chief Executive Officer and Board of
Directors. The Employee shall perform the specific functions and tasks as set
forth below:

         A.   Perform the duties and responsibilities of the Executive Vice
              President and Chief Operating Officer as set forth in the
              corporate Bylaws of the Employer.

         B.   Manage the implementation of the research, development and
              manufacturing facilities.

         C.   Advise the Chief Executive Officer and Board of Directors with
              respect to the management and the implementation of the corporate
              operations planning, research and development.

         D.   Develop the corporate operations plan including goals, objectives,
              policies, and strategy for implementation of the plan.

         E.   Prepare and monitor the research, development, and manufacturing
              plan, and assist the Chief Financial Officer in budgeting and cost
              control systems, and the monitoring of cost controls.

         F.   Assist the Chief Executive Officer in organization and executive
              administration, and in marketing, sales and financial planning and
              strategy.

         G.   Manage the research, development, and manufacturing organization,
              operations planning, budgeting and cost control, regulatory
              processing, purchasing, contracts, personnel, and the
              administration of product research, development and manufacturing.

3. LOCATION OF EMPLOYMENT

3.01 The aforesaid services shall be rendered primarily at Employer's facilities
in Ventura, California; provided, however, that Employee acknowledges that he
may be required to perform services on temporary assignments in other locations
from time to time and that he may be reassigned, from time to time, by Employer
for extended periods to other locations; provided, however, Employee consents in
advance to such temporary assignment in other locations.

                                       2
<PAGE>
4. EMPLOYEE REPRESENTATIONS

4.01 Employee represents and warrants that he is currently not a party to any
employment agreement, consulting agreement or other arrangement which would in
any manner interfere with the duties and responsibilities he will be required to
perform under this Agreement. Employee hereby further agrees that he will
undertake no activity either directly or indirectly outside of his employment
with Employer which would either conflict with his duties under this Agreement
or be detrimental to the interests of Employer. In order to best assure that
these covenants are not breached, any outside employment of whatsoever nature
shall require the advance written consent of Employer.

5. COMPENSATION

5.01 As compensation for his services hereunder, the Employee shall receive a
salary at the rate set forth in the attached Schedule "A", for full time
employment payable in accordance with Employer's standard practices for payment
of salary to its employees.

6. EMPLOYEE BENEFITS

6.01 Employee shall have and retain all those benefits as are from time to time
determined by the Board of Directors, including but not limited to health
insurance, life insurance, vacation, holidays and sick leave. It is agreed by
Employer that Employee shall be granted benefits that are received by other
senior Employees of the Employer. Long term disability insurance as offered by
Employer must be paid for by Employee and maintained as a condition of
employment.

7. BUSINESS EXPENSES

7.01 The services required by the Employer may require the Employee to incur
reasonable business expenses, including travel expenses on behalf of the
Employer. The Employer shall promptly reimburse the Employee for all reasonable
business expenses incurred by the Employee in connection with the business of
the Employer, which shall include, but not be limited to automobile mileage,
airfare, ground transportation, lodging and subsistence, entertainment and
promotional expenses, printing and reproduction, long distance telephone and
facsimile charges, and postage and freight costs.

8. TERMINATION

8.01 The Employee's employment hereunder may be terminated by the Employer
without any breach of this Agreement or any obligation to make severance payment
under the circumstances described below in subparagraph 8.04:


                                       3
<PAGE>


8.02 The Employee's employment hereunder shall terminate upon Employee's death.
In event of the death of the Employee during the term of employment, the date of
termination shall be on the date of death.

8.03 As a result of the Employee's incapacity due to physical or mental illness,
the Employer may terminate the Employee's employment hereunder by giving written
notice to such effect to the Employee. In the event of the termination of the
Employee's employment hereunder pursuant to this paragraph 8.03, the date of
termination shall be the date on which notice of termination is received by the
Employee or Employee's personal representative.

8.04 The Employer may terminate the Employee's employment under this Agreement
at any time for cause. For purposes of this Agreement, the term "cause" shall be
limited to the following: (i) acts by Employee involving moral turpitude which
reflect materially and adversely on the Employer, its reputation, or its assets;
(ii) gross and continued neglect by the Employee of Employee's duties, which
neglect continues for more than thirty (30) days after written notice specifying
the nature thereof is received by the Employee; (iii) conviction of a crime
involving moral turpitude, including, without limitation, theft or embezzlement;
(iv) continuing alcohol or drug abuse; or (v) a material breach of this
Agreement which breach remains uncured for a period of thirty (30) after written
notice specifying the nature of such breach by the Employee; provided, however,
that if the nature of such breach by Employee; is such that more than thirty
(30) days are reasonably required for its cure, then the Employer shall not have
the right to terminate this Agreement if the Employee commences such cure within
such thirty (30) day period and thereafter diligently prosecutes such cure to
completion. Termination pursuant to this paragraph 8.04 shall be by written
notice to the Employee which notice shall specify the cause for termination.

9. RIGHTS TO WORK

9.01 All inventions, new products, manufacturing processes and work product made
pursuant to this Agreement and Employee's contributions thereto (hereinafter
referred to as "Work") shall be the sole and exclusive property of Employer.
Employer shall have the perpetual and exclusive right to use, manufacture,
distribute, sell or license throughout the world any Work, or part thereof, in
which Employee's services are utilized in the medical device and equipment
industry which is now known or may hereafter exist, including, without
limitation, inventions, new product developments and designs, and the
development of manufacturing processes for the medical device and equipment
industry. All revenue that Employer derives from the distribution, sales or
licensing of such Work shall be the sole and exclusive property of Employer.

9.02 All processes, inventions, design, patents, copyrights, trademarks and
other intangible rights that Employee may conceive or develop, either alone or
with others, during the term of Employee's employment, in which the equipment,
supplies, facilities or trade secret information of Employer was used, or which


                                       4
<PAGE>

relate at the time of conception or reduction to practice of the invention to
the business of Employment or to Employer's actual or demonstrably anticipated
research and development, or which result from any work that Employee performed
for Employer, shall be the sole property of the Employer. Employee shall
disclose to Employer all inventions conceived during the term of employment,
whether or not the property of Employer under the terms of the preceding
sentence, provided that such disclosure shall be received by Employer in
confidence. Employee shall execute all documents, including patent applications
and assignments, that Employer requires to establish Employer's rights under
this Section.

9.03 The parties understand and agree that the rights granted to Employer in
this paragraph shall continue in effect after the termination or expiration of
this Agreement to the extent necessary for Employer's full enjoyment of such
rights.

10. COVENANT NOT TO COMPETE

10.01 The Employee agrees that, during the term of employment, including any
renewal thereof, he will not act as an officer, director or consultant or
Employee of, or have any direct or indirect financial interest (excluding
financial interests in publicly traded corporations) in any business competing
with the business of the Employer or its successor. In addition, while Employee
is employed by Employer and for three (3) years after termination of that
employment, Employee will not, except on behalf of Employer, directly or
indirectly, solicit or accept business in competition with Employer from any
persons or entities which have been customers of Employer.

10.02 Employee acknowledges that it is the policy of Employer to maintain as
secret and confidential all valuable and unique information heretofore or
hereafter acquired, developed or used by employer relating to the business,
operations, employees, new products, manufacturing processes and work product of
Employer, all of which gives Employer a competitive advantage in its business
(all such information which is hereinafter referred to as "Employer Confidential
Information"). Employee hereby acknowledges that Employer Confidential
Information constitutes "trade secrets" within the meaning of California Civil
Code 426.1(d), the use of which would constitute an unfair business practice and
a violation of the Uniform Trade Secrets Act (California Civil Code
3426-3426.10). Employee further recognizes that the services to be performed by
him are special and unique and that by reason of his duties, will acquire
Employer Confidential Information. In consideration of Employer entering into
this Agreement, Employee agrees that:

         A.   Use of Confidential Information. Employee shall not use Employer
              Confidential Information directly or indirectly, or use, publish,
              disseminate or otherwise disclose any Employer Confidential
              Information without the prior written consent of Employer.

         B.   Protection. Employee shall exercise all due and diligent
              precautions to protect the integrity of all Employer Confidential


                                       5
<PAGE>
              Information, including but not limited to new products,
              manufacturing processes, mailing lists and sources thereof,
              statistical data and compilations, agreements, contracts, manuals
              or other documents embodying any Employer Confidential Information
              and Employee shall return all such documents in his possession or
              control upon the request of Employer.

         C.   Irreparable Harm. Employee acknowledges that irreparable injury
              would result to Employer, its business and its property, in the
              event Employee fails to perform his obligations under this
              Paragraph 10. Accordingly, Employee acknowledges and agrees that
              in the event of his failure to perform his obligations hereunder,
              Employer shall be entitled, in addition to any other remedies and
              damages available to it, to whatever injunctive relief may be
              appropriate to restrain the breach or compel the performance of
              this Paragraph 10.

         D.   Nonsolicitation. Employee further agrees that he shall neither
              solicit any employee, independent contractor, consultant,
              customer, vendor, competitor, attorney or accountant of Employer,
              nor solicit or communicate with by way of announcement,
              publication, advertisement or otherwise (except to the extent
              necessary to perform his duties and responsibilities under this
              Agreement) any person or entity with whom Employer has a business
              relationship or who or which competes with Employer for a period
              of one (1) year from the date of termination of Employee's
              employment pursuant to this Agreement. Employee further recognizes
              that irreparable injury will result to Employer, its business and
              its property, in the event that Employee fails to perform his
              obligations under this Paragraph 10.02 D. Accordingly, Employee
              acknowledges and agrees that in such event, Employer shall be
              entitled, in addition to any other remedies and damages available
              to it, to whatever injunctive relief may be appropriate to
              restrain the breach or compel the performance of this paragraph of
              Paragraph 10.02D.

11. NOTICES

11.01 All notices, requests, demands or other communications required to or
permitted to be given under this Agreement shall be in writing and shall be
conclusively deemed to have been duly given (1) when hand delivered to the other
party; (2) when received when sent by telex or facsimile at the address and
number set forth below (provided, however, that notices given by facsimile shall
not be effective unless either (a) a duplicate copy of such facsimile notice is
promptly given by depositing same in a United States post office with first
class postage prepaid and addressed to the parties as set forth below, or (b)
the receiving party delivers a written confirmation or receipt for such notice
either by facsimile or any other method permitted under this paragraph;

                                       6
<PAGE>

additionally, any notice given by telex or facsimile shall be deemed received on
the next business day if such notice is received after 5:00 p.m. (recipient's
time) or on a non-business day; (3) three business days after the same have been
deposited in a United States post office with first-class or certified-mail
return-receipt-requested postage prepaid and addressed to the parties as set
forth below; or (4) the next business day after same have been deposited with a
national overnight delivery service reasonably approved by the parties, postage
prepaid, addressed to the parties as set forth below with next-business-day
delivery guaranteed, provided that the sending party receives a confirmation of
delivery from the delivery service provider.

         To Employer:   The Med-Design Corporation
                        2810 Bunsen Avenue
                        Ventura, CA  93003
                        Facsimile (805)  339-9751
                        James M. Donegan, Chief Executive Officer

         To Employee:   Michael Simpson
                        747 Calle De Los Amigos
                        Santa Barbara, CA  93105

12. ENTIRE AGREEMENT

         This Agreement supersedes any and all other agreements, either oral or
in writing, between the parties hereto with respect to the employment of the
Employee in the positions herein above-described and contains all of the
covenants and agreements between the parties with respect to such employment in
any manner whatsoever. Each party to this Agreement acknowledges that no
representations, inducements, promises, or agreements, orally or otherwise, have
been made by any party, or anyone acting on behalf of any party, which are not
embodied herein, and that no other agreement, statement, or promise not
contained in this Agreement shall be valid or binding.

13. MODIFICATION

         Any modification to this Agreement will be effective only if it is in
writing signed by the parties hereto.

14. SEVERABILITY

         If any provision in this Agreement is held by a court of competent
jurisdiction to be invalid, void, or unenforceable, the remaining provisions
shall nevertheless continue in full force without being impaired or invalidated
in any way, except to the extent that either Employees' obligations to provide
the services herein outlined, or Employer's obligation to compensate Employee
therefore shall be determined to be void, illegal or unenforceable, in which
event the entire Agreement shall be terminable at the option of either party.


                                       7
<PAGE>

15. CONSTRUCTION AND JURISDICTION

         This Agreement shall be interpreted, construed and enforced in
accordance with the laws of the State of California irrespective of such state's
choice-of-law principles. The parties hereto agree that all actions or
proceedings arising in connection with this Agreement shall be tried and
litigated exclusively in the State and Federal courts having jurisdiction over
Ventura California. The aforementioned choice of venue is intended by the
parties to be mandatory and not permissive in nature, thereby precluding the
possibility of litigation between the parties with respect to or arising out of
this Agreement in any jurisdiction other than that specified in this paragraph.

16. ARBITRATION

         The parties shall submit any dispute concerning the interpretation of
or the enforcement of rights and duties under this Agreement to final and
binding arbitration pursuant to the American Arbitration Association Rules.
Arbitration shall be conducted by a neutral arbitrator or arbitrators appointed
in accordance with the American Arbitration Association Rules in the Los
Angeles, California office or any office more convenient to the parties in or
around Ventura, California. Notwithstanding the foregoing, a party may apply to
a court of competent jurisdiction for relief in the form of a temporary
restraining order or preliminary injunction, or other provisional remedy pending
final determination of a claim through arbitration in accordance with this
paragraph.

17. SUCCESSORS AND ASSIGNS

         Subject to the provisions of this Agreement regarding assignment, this
Agreement shall be binding upon the heirs, executors, administrators, legal
representatives, successors, and assigns of the respective contracting parties.


IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
as of the date first above written with full knowledge of the contents and
intending thereby to be legally bound.


ATTEST:                                     EMPLOYER:

                                            THE MED-DESIGN CORPORATION
                                            a Delaware Corporation


____________________________________        By:  _________________________
Secretary                                        James M. Donegan
                                                 Chief Executive Officer


                                       8
<PAGE>

ATTEST:                                     MDC RESEARCH, LIMITED
                                            a California Corporation



____________________________________        By:  _________________________
Secretary                                        James M. Donegan
                                                 Chief Executive Officer


WITNESS:                                    EMPLOYEE:


____________________________________             __________________________
                                                 Michael Simpson






                                       9
<PAGE>


                 Schedule A to the Amended Employment Agreement
             Between The Med-Design Corporation and Michael Simpson

A. Base Compensation

         Employee's annual base compensation shall be $165,000.00 per annum.
Annual bonuses will be determined at the discretion of the Board's Compensation
Committee upon recommendation by James M. Donegan, Chief Executive Officer.
Incentive Stock Options will similarly be awarded on an annual basis at the
discretion of the Board's Compensation Committee upon review by James M.
Donegan, Chief Executive Officer.

B. Warrant Compensation

         Employee will receive Warrants for 50,000 shares of Employer stock
priced at the close of the market on November 11, 1999, the date Employee began
assuming his duties with the Employer, $7.875. These Warrants will be in the
standard Med-Design Warrant form providing for immediate vesting and a five (5)
year life during which the Warrants may be exercised.

C. Additional Warrant Compensation

         In addition to the Warrants received in the above paragraph B, the
Employer shall immediately issue a Warrant to Employee for sixty six thousand
(66,000) shares of Employer's common stock priced as of the close on April 25,
2000, $11.875 per share. The Warrants will provide that thirty three thousand
(33,000) shares shall vest on November 11, 2000 and thirty three thousand
(33,000) shares shall vest on November 11, 2001. The Warrants will be
exercisable five (5) years from the dates of vesting. The Warrant shall provide
that vesting shall be immediate upon Employee's death or upon a change in
control of Employer, but the unvested shares shall not vest before the vesting
date in the event that Employee either voluntarily terminates his employment or
is terminated for cause by Employer.

D. Additional Expense Allocation

         Employer shall lease an automobile for Employee's use in Ventura.
Employee can select said automobile not to exceed a purchase price of $45,000.

E. Special Incentive Shares

         If during the course of Employee's employment with Employer, the
Employer is merged into or acquired by another entity successfully, the Employer
will cause to be issued to Employee 200,000 shares of the Employer's common
stock at no cost to Employee.


                                       10
<PAGE>
         Or in the alternative;

         If at any time while Employee is employed by the Employer, the
Employer's common stock trades over $22.00 per share for thirty (30) consecutive
trading days, Employer shall give Employee the right to receive the same 200,000
shares at no cost to Employee (it being understood that the total special
incentive grant of shares will never exceed 200,000 shares) in the following
manner:

                  1.  Sixty six thousand six hundred sixty seven (66,667) shares
                      shall vest upon the sooner of (a) one year after the 30th
                      day of the above-described trading or (b) the date that
                      such shares are registered.

                  2.  Sixty six thousand six hundred sixty seven (66,667) shares
                      shall vest two (2) years after the 30th day of the
                      above-described trading.

                  3.  Sixty six thousand six hundred sixty six (66,666) shares
                      shall vest three (3) years after the 30th day of the
                      above-described trading.

                  4.  In the event that Employer's Common Stock does not trade
                      over $22.00 per share for thirty (30) consecutive trading
                      days by November 11, 2004, the 200,000 shares, at no cost
                      to Employee, shall vest on that date.

         Vesting of the above-described incentive shares shall be immediate upon
Employee's death or upon a change in control of Employer, but the unvested
shares shall not vest before the vesting date in the event that Employee either
voluntarily terminates his employment or is terminated for cause by Employer.

         Notwithstanding the aforesaid conditions, in the event that Employee
completes the three (3) year term of this Agreement and Employer declines to
renew or extend this Agreement, Employee shall still be entitled to the
above-described vesting of incentive shares although no longer employed by
Employer.

         This incentive compensation is granted subject to Shareholder approval.

ATTEST:                                     EMPLOYER:

                                            THE MED-DESIGN CORPORATION
                                            a Delaware Corporation


_________________________                   By:  _________________________
Secretary                                        James M. Donegan
                                                 Chief Executive Officer

                                       11
<PAGE>


ATTEST:                                     MDC RESEARCH, LIMITED
                                            a California Corporation



_________________________                   By:  _________________________
Secretary                                        James M. Donegan
                                                 Chief Executive Officer


WITNESS:                                    EMPLOYEE:


_________________________                   __________________________
                                            Michael Simpson

                                       12
<PAGE>

                             AMENDMENT TO EXHIBIT OF
                      MICHAEL SIMPSON'S EMPOYMENT AGREEMENT

         WHEREAS, on the 11th day of November, 1999, an Employment Agreement was
entered into by and between The Med-Design Corporation and Michael Simpson; and

         WHEREAS, that Agreement was subsequently amended by the parties on
January 5, 2000; and

         WHEREAS, the original Agreement dated November 11, 1999 contained an
Exhibit titled Schedule A; and

         WHEREAS, the parties agree that Section D Special Incentive Payments,
as contained in this Exhibit is in error; and

         WHEREAS, the parties wish to delete the contents of Section D and
replace it with the following language:

                  "If during the course of his employment with the Company, the
                  Company is merged into or acquired by another entity
                  successfully, the Company will cause to be issued to employee
                  200,000 shares of the Company's common stock at no cost to the
                  employee. If, in the alternative, if at any time while the
                  employee is employed by the Company, the Company's common
                  stock trades over $22.00 per share for thirty (30) consecutive
                  days, the same amount of common stock, namely 200,000 shares
                  will be issued to the employee at no cost to the employee in
                  three annual equal awards of 66,666.67. The first being issued
                  to Michael Simpson ninety (90) days after the stock trades
                  over $22.00 a share for thirty (30) days; the second, one year
                  thereafter; and the third, one year after the second payment.
                  It being clearly understood that the total incentive payments
                  will never exceed 200,000 shares.



<PAGE>


                  If the stock reaches $22.00 a share for thirty (30) days
                  during the term of employee's employment, he will receive the
                  payment set forth above even if he is no longer employed by
                  the Company during the time that the second and/or third
                  installments are due. If the stock reaches $22.00 a share for
                  thirty (30) days during the term of his employment and
                  employee resigns from the Company or is discharged for cause
                  before the due date of the first payment or if employee
                  resigns or is discharged for cause before the stock trades for
                  $22.00 a share for thirty (30) consecutive days, he has no
                  entitlement to all said incentives. If the stock reaches
                  $22.00 a share for thirty (30) days during the term of
                  employee's employment and employee dies, his estate will still
                  be entitled to payments in the amounts and on the time
                  schedule specified above."

         NOW THEREFORE, with full knowledge of the contents of this Agreement
with the intent to be thereby legally bound, the parties have agreed that the
above language replaces the original language in Section D of Schedule A of the
Employment Agreement.

         No other respects of the Employment Agreement and its Amendment are
re-ratified and reaffirmed.

ATTEST:                                     EMPLOYER:

                                            THE MED-DESIGN CORPORATION
                                            a Delaware Corporation

____________________________                By:  _________________________
Secretary                                        James M. Donegan
                                                 Chief Executive Officer



<PAGE>


ATTEST:                                     MDC RESEARCH, LIMITED
                                            a California Corporation



____________________________                By:  _________________________
Secretary                                        James M. Donegan
                                                 Chief Executive Officer


WITNESS:                                    EMPLOYEE:


____________________________                __________________________
                                            Michael Simpson

                                       2