AGREEMENT



         AGREEMENT MADE THIS        DAY OF            A.D., 1997 by and between
the Med-Design Corporation, a Delaware Corporation with its principal place of
business in Pennsylvania, MDC Research Ltd., a California Corporation with
principal place of business in Ventura, California on the one part, hereinafter
collectively referred to as the "Companies" and John Botich, hereinafter
referred to as the "Consultant":

                                    RECITALS

         WHEREAS, Consultant and Companies have previously entered into a
written Employment Agreement dated April 5, 1995, the terms of which are hereby
incorporated by reference; and

         WHEREAS, The parties wish to terminate said Agreement providing
full-time employment for Consultant with the Companies as Executive Vice
President and Chief Operating Officer; and

         WHEREAS, The parties wish to enter into a new agreement the
terms of which are hereinafter set forth;

         In consideration of the foregoing and the mutual promises and
undertakings hereinafter set forth the parties agree as follows:




<PAGE>



         1. INCORPORATION. The provisions of the Employment Agreement dated
April 5, 1995 are hereby incorporated by reference into this Agreement to the
extent that they are not inconsistent with the provisions hereinafter set forth.

         2. RESIGNATION. Effective August 1, 1997, Consultant hereby tenders his
resignation as Executive Vice President and Chief Operating Officer of both
Companies. The Companies accept his resignation with grateful appreciation for
his years of faithful services.

         3. DIRECTOR. The resignation of Consultant in no way effects his status
as Director of the Companies and he will continue to serve in that capacity for
the duration of his election with respect to the Med-Design Corporation and his
appointment with respect to MDC Research Ltd.

         4. CONSULTANCY. Consultant agrees to work for the Companies as a
consultant for six months following his resignation. Consultant shall work up to
twenty hours per week.

         5. COMPENSATION. Fifty Thousand Dollars shall be paid to the Consultant
by regular bi-weekly payments. The health insurance that was previously been
afforded to Consultant will be continued and maintained during the six months.




<PAGE>



         6. OVERTIME. Should Consultant work less than twenty hours in a given
week, the balance of the twenty hour obligation shall be carried forward. Should
Consultant believe that it is necessary for him to work more than twenty hours
in a given week, and only with the advance written authorization of James M.
Donegan, he shall be paid an overtime rate of $75.00 per hour for such overtime
hours worked.

         7. OPTION TO EXTEND. At the expiration of said six months time period,
the Companies, at their option, may extend the consultation period for an
additional six months for an additional payment of Fifty Thousand Dollars and
the continuation of health benefits. In the event that the company elects to
renew the consultancy arrangement for an additional six months under said terms,
Consultant agrees to accept said employment.

         8. DUTIES. The Consultant shall make himself available to consult with
the Board of Directors, the officers of the Companies and the department heads
of the administrative staff at reasonable times concerning matters pertaining to
the organization of the administrative staff, the fiscal policy of the
Companies, the relationship of the Companies with its employees and in general
the important problems and concerns in the business affairs of the Companies.
Consultant shall assist with strategic planning and negotiation with potential
licensees, joint ventures or contract manufacturers and with such projects as
the Companies may from time to time assign to him.


<PAGE>



         9. LOCATION AND SUPPORT. The Consultant shall perform services for the
Companies either at the facilities in Ventura, California, at Consultant's own
facilities or at such other locations as the Companies may direct, as
appropriate to the tasks being performed. The Companies shall make available to
Consultant the office space, furnishings, and a computer work station as
required for the performance of a Consultant's work. The Companies shall provide
secretarial and other support services deemed necessary by the Companies for the
performance of Consultant's work.

         10. TRAVEL EXPENSES. To the extent that Consultant is required by the
Companies to travel, his attendant expenses shall be paid by the Companies in
accordance with its policies for travel by officers.

         11. RESTRICTIONS. All provisions of his previous full-time employment
contract with respect to non-competition confidentiality and ownership of
patents or other intellectual property by the Companies are hereby ratified and
reaffirmed.

         12. CONSTRUCTION. The parties agree that this contract will be
interpreted in accordance with the laws of the Commonwealth of Pennsylvania.

         13. ARBITRATION. Any claim or controversy arising out of or relating to
this Agreement, or the breach hereof, shall be settled


<PAGE>



and determined by binding arbitration in Philadelphia, Pennsylvania in
accordance with the then current rules of the American Arbitration Association,
and a non-appealable judgment upon the award rendered by the arbitrators may be
entered in and specifically enforced by any court having jurisdiction.

         14. WHOLE AGREEMENT. This Agreement, including the terms of the prior
Agreement which have been incorporated by reference constitutes the sole and
only Agreement of the parties and supersedes any prior understanding or written
or oral Agreements between the parties respecting its subject matter.

         15. MODIFICATION. The terms of this Agreement cannot be changed,
altered or abrogated except in a written document signed by the parties.
         The undersigned hereby set their hands and seals to this Agreement on
the above written date with full knowledge of its contents and intending thereby
to be legally bound.

ATTEST:                                          THE MED-DESIGN CORPORATION

-----------------------------                    -------------------------------

                                                 BY: James M. Donegan, President


ATTEST:                                          MDC RESEARCH LTD.


-----------------------------                    -------------------------------
                                                 BY:

-----------------------------                    -------------------------------
WITNESS                                          BY: John Botich, Consultant