<PAGE>

                              EMPLOYMENT AGREEMENT
                              --------------------

         THIS EMPLOYMENT AGREEMENT (the "Agreement") is entered into as of May
15, 2002 (the "Effective Date") by and between The Med-Design Corporation, a
Delaware corporation, and its subsidiaries and affiliates (the "Company"), with
its principal office at 2810 Bunsen Avenue, Ventura, CA 93003, and David Dowsett
("Executive").

         WHEREAS, Executive desires to become employed by the Company as the
Chief Operating Officer, and the Company desires to employ Executive upon the
terms and conditions hereinafter set forth.

         NOW, THEREFORE, the parties hereto, intending to be legally bound,
hereby agree as follows:

         1. Employment.

         1.1. Term. The Company hereby agrees to employ Executive, and Executive
hereby accepts such employment and agrees to perform Executive's duties and
responsibilities in accordance with the terms and conditions and provisions
hereinafter set forth. This Agreement shall be effective as of the Effective
Date set forth above, and shall continue until May 15, 2006, unless the
Agreement is terminated sooner in accordance with Section 3 below. The period
commencing on the effective date and ending on the date on which the Agreement
terminates under the preceding sentence is hereinafter referred to as the "Term
of the Agreement." Nothing in this Agreement shall be construed as giving
Executive any right to be retained in the employ of the Company, and Executive
specifically acknowledges that he shall be an employee-at will of the Company,
and thus subject to discharge at any time by the Company with or without Cause
and without compensation of any nature except as provided in Section 3 below.

         1.2. Representations. Executive hereby represents to the Company that
Executive is under no contractual obligation to refrain from working for a
competitor of any prior employer. Executive also hereby represents to the
Company that he knows of no circumstances that would adversely affect his
ability to function effectively in the functions essential to the position of
Chief Operating Officer as described in this Agreement.

         1.3. Duties and Responsibilities. During the Term of the Agreement,
Executive shall serve as the Chief Operating Officer of the Company. Executive
shall perform all duties and functions and accept all responsibilities incident
to his position as Chief Operating Officer and as may be reasonably assigned to
him by the Company's Chief Executive Officer and the Board of Directors of the
Company (the "Board").

         1.4. Location of Employment. During the Term of the Agreement, the
services performed by Executive shall be rendered primarily at the Company's
facilities in Ventura, California; provided, however, that Executive
acknowledges that he may be required to perform services on temporary
assignments in other locations from time to time, he will be required to travel
on Company business, and, if Executive consents in advance, he may be reassigned
from time to time by the Company for extended periods to other locations.




<PAGE>


         1.5. Extent of Service. Executive agrees to use Executive's best
efforts to carry out Executive's duties and responsibilities under Section 1.3
hereof and, consistent with the other provisions of this Agreement, to devote
substantially all of Executive's business time, attention and energy thereto.
The foregoing shall not be construed as preventing Executive from making
investments in other businesses or enterprises, provided that Executive agrees
not to become engaged in any other business activity which, in the reasonable
judgment of the Board, is likely to interfere with Executive's ability to
discharge Executive's duties and responsibilities to the Company.

         2. Compensation and Benefits.

         2.1. Base Salary. During the Term of the Agreement, for all the
services rendered by Executive hereunder, the Company shall pay Executive a base
salary at the annual rate of $210,000 payable in installments at such times as
the Company customarily pays its other senior level executives. Executive's base
salary shall be reviewed annually for appropriate increases by the Compensation
Committee of the Board (the "Committee") pursuant to the Committee's normal
performance review policies for senior level executives.

         2.2. Retirement and Welfare Plans. Executive shall be entitled to
participate in all employee retirement and welfare benefit plans and programs
made available to the Company's senior level executives as a group or to its
employees generally, as such retirement and welfare plans may be in effect from
time to time and subject to the eligibility requirements of the plans and
programs. Nothing in this Agreement shall prevent the Company from amending or
terminating any retirement, welfare or other employee benefit plans or programs
from time to time as the Company deems appropriate.

         2.3. Reimbursement of Expenses; Vacation and Other Benefits. Executive
shall be provided with reimbursement of reasonable expenses related to
Executive's employment by the Company on a basis no less favorable than that
which may be authorized from time to time for senior level executives as a
group. Executive shall be entitled to vacation and sick leave in accordance with
the Company's vacation, holiday and other pay for time not worked policies and
shall be entitled to a monthly car allowance in the amount of $800.00 (which
shall consist of $700.00 for the cost of a car and $100.00 for the cost of
insurance), according to the terms of the Company's car allowance policy for
executives.

         2.4. Incentive Compensation.

                  (a) Initial Options. As of the Effective Date, the Company
shall grant to Executive stock options to purchase an aggregate of 300,000
shares of common stock of the Company with an exercise price equal to the fair
market value of the Company's stock on the Effective Date. The terms of the
options shall be governed by the forms of Stock Option Agreement attached as
Exhibit A.

                                       2
<PAGE>

                  (b) Incentive Plans. Executive shall be eligible to
participate in any short-term and long-term incentive programs established by
the Company for its senior level executives generally, on terms established by
the Board from time to time.

                  (c) Relocation Expenses. The Company shall pay to Executive
$40,000 as of the Effective Date and an additional $40,000 as of January 1,
2003, if Executive is then employed by, or providing service, to the Company,
for the purpose of providing Executive with funds to cover his expenses
associated with relocating to Ventura, California. These relocation payments
shall be included in Executive's gross income for tax purposes.

         3. Termination.

                  (a) Cause. The Company may terminate Executive's employment at
any time for Cause (as defined below) upon written notice to Executive, in which
event all payments under this Agreement shall cease, except for Base Salary to
the extent already accrued. Executive shall be entitled to any benefits accrued
or earned before his termination in accordance with the terms of any applicable
benefit plans and programs of the Company.

         3.2. Termination Without Cause.

                  (a) The Company may remove Executive at any time without Cause
from the position in which Executive is employed hereunder upon not less than 30
days' prior written notice to Executive; provided, however, that, in the event
that such notice is given, Executive shall be under no obligation to render any
additional services to the Company and shall be allowed to seek other
employment.

                  (b) Upon any termination described in Section 3.2(a) above,
Executive shall be entitled to receive only the amount due to Executive under
the Company's then current severance pay plan for employees, if any. No other
payments or benefits shall be due under this Agreement to Executive, but
Executive shall be entitled to any benefits accrued or earned in accordance with
the terms of any applicable benefit plans and programs of the Company.

                  (c) Notwithstanding the provisions of Section 3.2(b), in the
event that Executive executes and does not revoke a written release
substantially in the form attached as Exhibit B, Executive shall be entitled to
receive, in lieu of the payment described in Section 3.2(b), the following:

                           (i) Executive shall receive a severance benefit equal
         to one year of Executive's base salary as in effect on the termination
         date, which shall be paid in substantially equal installments according
         to the Company's normal payroll practices over a 12-month period.
         Payment shall begin after the expiration of the revocation period for
         the Release.

                           (ii) For a period of 12 months following the date of
         termination, Executive shall continue to receive the medical coverage
         in effect at the date of his termination (or generally comparable
         coverage) for himself and, where applicable, his spouse and dependents,
         as the same may be changed from time to time for employees generally,
         as if Executive had continued in employment during such period; or, as



                                       3
<PAGE>

         an alternative, the Company may elect to pay Executive cash in lieu of
         such coverage in an amount equal to Executive's after-tax cost of
         continuing such coverage, where such coverage may not be continued (or
         where such continuation would adversely affect the tax status of the
         plan pursuant to which the coverage is provided). The COBRA health care
         continuation coverage period under section 4980B of the Internal
         Revenue Code of 1986, as amended, shall run concurrently with the
         foregoing 12-month benefit period.

                           (iii) Executive shall receive any benefits accrued or
         earned in accordance with the terms of any applicable benefit plans and
         programs of the Company.

         3.3. Voluntary Termination for Good Reason After a Change of Control.

                  (a) After a Change of Control (as defined below) of the
Company, Executive may voluntarily terminate his employment with the Company at
any time during the Term of the Agreement upon an occurrence that constitutes
Good Reason (as defined below); provided, however, that an occurrence shall not
constitute Good Reason if it is corrected by the Company within ten days after
the Company's receipt of written notice from Executive.

                  (b) If Executive voluntarily terminates employment for Good
Reason after a Change of Control, and provided that Executive executes and does
not revoke a written release in the form attached hereto as Exhibit B, Executive
shall be entitled to receive the following:

                           (i) Executive shall receive a severance benefit equal
         to one year of Executive's base salary as in effect on the termination
         date, which shall be paid in substantially equal installments according
         to the Company's normal payroll practices over a 12-month period.
         Payment shall begin after the expiration of the revocation period for
         the Release.

                           (ii) For a period of 12 months following the date of
         termination, Executive shall continue to receive the medical coverage
         in effect at the date of his termination (or generally comparable
         coverage) for himself and, where applicable, his spouse and dependents,
         as the same may be changed from time to time for employees generally,
         as if Executive had continued in employment during such period; or, as
         an alternative, the Company may elect to pay Executive cash in lieu of
         such coverage in an amount equal to Executive's after-tax cost of
         continuing such coverage, where such coverage may not be continued (or
         where such continuation would adversely affect the tax status of the
         plan pursuant to which the coverage is provided). The COBRA health care
         continuation coverage period under section 4980B of the Internal
         Revenue Code of 1986, as amended, shall run concurrently with the
         foregoing 12-month benefit period.

                           (iii) Executive shall receive any benefits accrued or
         earned in accordance with the terms of any applicable benefit plans and
         programs of the Company.

         3.4. Voluntary Termination. Executive may voluntarily terminate his
employment for any reason upon 30 days' prior written notice. In such event,
after the effective date of such termination, no further payments shall be due
under this Agreement, except as provided in Section 3.3 above. Executive shall
be entitled to any benefits due in accordance with the terms of any applicable
benefit plans and programs of the Company.


                                       4
<PAGE>


         3.5. Disability. The Company may terminate Executive's employment if
Executive has been unable to perform the material duties of his employment for a
period of six consecutive months in any 12-month period because of physical or
mental injury or illness ("Disability"); provided, however, that the Company
shall continue to pay Executive's Base Salary until the Company acts to
terminate Executive's employment. Executive agrees, in the event of a dispute
under this Section 3.5 relating to Executive's Disability, to submit to a
physical examination by a licensed physician jointly selected by the Board and
Executive. If the Company terminates Executive's employment for Disability,
Executive shall be entitled to receive any other benefits accrued or earned in
accordance with the terms of any applicable benefit plans and programs of the
Company.

         3.6. Death. If Executive dies while employed by the Company, the
Company shall pay to Executive's executor, legal representative, administrator
or designated beneficiary, as applicable, any benefits accrued or earned under
the Company's benefit plans and programs. Otherwise, the Company shall have no
further liability or obligation under this Agreement to Executive's executors,
legal representatives, administrators, heirs or assigns or any other person
claiming under or through Executive.

         3.7. Notice of Termination. Any termination of Executive's employment
shall be communicated by a written notice of termination to the other party
hereto given in accordance with Section 8. The notice of termination shall (i)
indicate the specific termination provision in this Agreement relied upon, (ii)
briefly summarize the facts and circumstances deemed to provide a basis for a
termination of employment and the applicable provision hereof, and (iii) specify
the termination date in accordance with the requirements of this Agreement.

         3.8. Definitions. For purposes of this Agreement, the following terms
shall have the meaning set forth below:

                  (a) "Cause" shall mean any of the following grounds for
termination of Executive's employment:

                           (i) Executive shall have been convicted of a felony,

                           (ii) Executive fails substantially to perform his
         reasonably assigned material duties to the Company (other than a
         failure resulting from Executive's incapacity due to physical or mental
         illness), which failure has continued for a period of at least 30 days
         after a written notice of demand for substantial performance, signed by
         a duly authorized officer of the Company, has been delivered to
         Executive specifying the manner in which Executive has failed
         substantially to perform; provided, however, that the foregoing shall
         not apply to a failure if the Board determines that the Executive used
         his best efforts to perform his material duties to the Company,

                           (iii) Executive engages in willful misconduct in the
         performance of his duties, or

                           (iv) Executive breaches any written non-competition,
         non-disclosure or non-solicitation agreement in effect with the
         Company.



                                       5
<PAGE>

                  (b) "Change of Control" shall be deemed to have occurred if:

                           (i) Any "person" (as such term is used in sections
         13(d) and 14(d) of the Exchange Act) becomes a "beneficial owner" (as
         defined in Rule 13d-3 under the Exchange Act ), directly or indirectly,
         of securities of the Company representing more than 50% of the voting
         power of the then outstanding securities of the Company; provided that
         a Change of Control shall not be deemed to occur as a result of a
         transaction in which the Company becomes a subsidiary of another
         corporation and in which the stockholders of the Company, immediately
         prior to the transaction, will beneficially own, immediately after the
         transaction, shares entitling such stockholders to more than 50% of all
         votes to which all stockholders of the parent corporation would be
         entitled in the election of directors (without consideration of the
         rights of any class of stock to elect directors by a separate class
         vote);

                           (ii) The consummation of (i) a merger or
         consolidation of the Company with another corporation where the
         stockholders of the Company, immediately prior to the merger or
         consolidation, will not beneficially own, immediately after the merger
         or consolidation, shares entitling such stockholders to more than 50%
         of all votes to which all stockholders of the surviving corporation
         would be entitled in the election of directors (without consideration
         of the rights of any class of stock to elect directors by a separate
         class vote), or where the members of the Board, immediately prior to
         the merger or consolidation, would not, immediately after the merger or
         consolidation, constitute a majority of the board of directors of the
         surviving corporation, (ii) a sale or other disposition of all or
         substantially all of the assets of the Company, or (iii) a liquidation
         or dissolution of the Company.

                  (c) "Exchange Act" shall mean the Securities Exchange Act of
1934, as amended.

                  (d) "Good Reason" shall mean any of the following grounds for
Executive's voluntary termination of employment during the Term of the Agreement
after a Change of Control:

                           (i) A change in Executive' position or
         responsibilities, which represents a material adverse change from
         Executive's position or responsibilities as in effect immediately
         before the change, or assignment to Executive of any duties or
         responsibilities that are materially inconsistent with Executive's
         position with the Company.

                           (ii) A reduction by the Company in Executive's annual
         base salary as in effect immediately prior to the Change of Control
         date or as the same may be increased from time to time thereafter.

                           (iii) The relocation of the office of the Company
         where Executive is employed immediately prior to the Change of Control
         date to a location more than 50 miles away from the previous location.


                                       6
<PAGE>


                           (iv) The failure of the Company to provide Executive
         with target incentive compensation and benefits, in the aggregate, at
         least equal (in terms of benefit levels and/or reward opportunities) to
         those provided to Executive immediately before the Change of Control.

                           (v) Any material breach by the Company of any
         provision of this Agreement.

                           (vi) The failure of the Company to obtain an
         agreement from the successors and assigns of the Company in the Change
         of Control to assume and agree to perform this Agreement.

         3.9. Nondisclosure, Nonsolicitation and Invention Assignment Agreement.
Executive hereby acknowledges that, during and solely as a result of his
employment by the Company, Executive will receive special training and education
with respect to the operation of the Company's business and other related
matters, and access to confidential information and business and professional
contacts. In consideration of Executive's employment and in consideration of the
special and unique opportunities afforded by the Company to Executive as a
result of Executive's employment, Executive hereby agrees to execute and abide
by the terms of the Nondisclosure, Nonsolicitation and Invention Assignment
Agreement attached as Exhibit C. Executive agrees and acknowledges that his
employment is full, adequate and sufficient consideration for the restrictions
and obligations set forth in the foregoing Agreement. Notwithstanding anything
in this Agreement to the contrary, the severance benefits and continued health
benefits described in Section 3.2 or 3.3 shall immediately cease if Executive
breaches the Nondisclosure, Nonsolicitation and Invention Assignment Agreement.

         4. Non-Exclusivity of Rights. Nothing in this Agreement shall prevent
or limit Executive's continuing or future participation in or rights under any
benefit, bonus, incentive or other plan or program provided by the Company and
for which Executive may qualify; provided, however, that if Executive becomes
entitled to and receives the payments provided for in Section 3 of this
Agreement, Executive hereby waives Executive's right to receive payments under
any severance plan or similar program applicable to all employees of the
Company.

         5. Survivorship. The respective rights and obligations of the parties
under this Agreement shall survive any termination of Executive's employment to
the extent necessary to the intended preservation of such rights and
obligations.

         6. Mitigation. Executive shall not be required to mitigate the amount
of any payment or benefit provided for in this Agreement by seeking other
employment or otherwise and there shall be no offset against amounts due
Executive under this Agreement on account of any remuneration attributable to
any subsequent employment that Executive may obtain.

         7. Arbitration; Expenses. In the event of any dispute under the
provisions of this Agreement, other than a dispute in which the primary relief
sought is an equitable remedy such as an injunction, the parties agree to submit
the dispute to mediation in accordance with the Employment Mediation Rules of
the American Arbitration Association. If the controversy cannot be resolved by
mediation, the parties shall be required to have the dispute, controversy or



                                       7
<PAGE>



claim settled by arbitration in Ventura, California in accordance with the
National Rules for the Resolution of Employment Disputes then in effect of the
American Arbitration Association, before an arbitrator who shall be selected by
the Company and Executive. Any award entered by the arbitrator shall be final,
binding and non-appealable and judgment may be entered thereon by either party
in accordance with applicable law in any court of competent jurisdiction. This
arbitration provision shall be specifically enforceable. The arbitrator shall
have no authority to modify any provision of this Agreement or to award a remedy
for a dispute involving this Agreement other than a benefit specifically
provided under or by virtue of the Agreement. If Executive prevails on any
material issue that is the subject of such arbitration or lawsuit, the Company
shall be responsible for all of the fees of the arbitrator and any expenses
relating to the conduct of the arbitration (including the Company's and
Executive's reasonable attorneys' fees and expenses). Otherwise, each party
shall be responsible for its own expenses relating to the conduct of the
arbitration (including reasonable attorneys' fees and expenses) and shall share
the fees of the arbitrator.

         8. Notices. All notices and other communications required or permitted
under this Agreement or necessary or convenient in connection herewith shall be
in writing and shall be deemed to have been given when hand delivered or mailed
by registered or certified mail, as follows (provided that notice of change of
address shall be deemed given only when received):

         If to the Company, to:
                  The Med-Design Corporation
                  2810 Bunsen Avenue
                  Ventura, CA 93003

         With a required copy to:
                  Morgan, Lewis & Bockius LLP
                  1701 Market Street
                  Philadelphia, PA  19103-2921
                  Attention:  Mims Maynard Zabriskie, Esquire

         If to Executive, to:
                  David Dowsett
                  9247 South Falcon Way
                  Sandy, UT 84093

         With a required copy to:
                  Janove Baar Associates, L.C.
                  9 Exchange Place, Suite 1112
                  Salt Lake City, UT 84111
                  Attention:  Jathan W. Janove, Esquire

or to such other names or addresses as the Company or Executive, as the case may
be, shall designate by notice to each other person entitled to receive notices
in the manner specified in this Section.


                                       8
<PAGE>


         9. Contents of Agreement; Amendment and Assignment.

                  (a) This Agreement, along with the Nondisclosure,
Nonsolicitation and Invention Assignment Agreement sets forth the entire
understanding between the parties hereto with respect to the subject matter
hereof and cannot be changed, modified, extended or terminated except upon
written amendment approved by the Board and executed on its behalf by a duly
authorized officer and by Executive.

                  (b) All of the terms and provisions of this Agreement shall be
binding upon and inure to the benefit of and be enforceable by the respective
heirs, executors, administrators, legal representatives, successors and assigns
of the parties hereto, except that the duties and responsibilities of Executive
under this Agreement are of a personal nature and shall not be assignable or
delegatable in whole or in part by Executive. The Company shall require any
successor (whether direct or indirect, by purchase, merger, consolidation,
reorganization or otherwise) to all or substantially all of the business or
assets of the Company, within 15 days of such succession, expressly to assume
and agree to perform this Agreement in the same manner and to the same extent as
the Company would be required to perform if no such succession had taken place.

         10. Severability. If any provision of this Agreement or application
thereof to anyone or under any circumstances is adjudicated to be invalid or
unenforceable in any jurisdiction, such invalidity or unenforceability shall not
affect any other provision or application of this Agreement which can be given
effect without the invalid or unenforceable provision or application and shall
not invalidate or render unenforceable such provision or application in any
other jurisdiction. If any provision is held void, invalid or unenforceable with
respect to particular circumstances, it shall nevertheless remain in full force
and effect in all other circumstances.

         11. Remedies Cumulative; No Waiver. No remedy conferred upon a party by
this Agreement is intended to be exclusive of any other remedy, and each and
every such remedy shall be cumulative and shall be in addition to any other
remedy given under this Agreement or now or hereafter existing at law or in
equity. No delay or omission by a party in exercising any right, remedy or power
under this Agreement or existing at law or in equity shall be construed as a
waiver thereof, and any such right, remedy or power may be exercised by such
party from time to time and as often as may be deemed expedient or necessary by
such party in its sole discretion.

         12. Beneficiaries/References. Executive shall be entitled, to the
extent permitted under any applicable law, to select and change a beneficiary or
beneficiaries to receive any compensation or benefit payable under this
Agreement following Executive's death by giving the Company written notice
thereof. In the event of Executive's death or a judicial determination of
Executive's incompetence, reference in this Agreement to Executive shall be
deemed, where appropriate, to refer to Executive's beneficiary, estate or other
legal representative.

         13. Miscellaneous. All section headings used in this Agreement are for
convenience only. This Agreement may be executed in counterparts, each of which
is an original. It shall not be necessary in making proof of this Agreement or
any counterpart hereof to produce or account for any of the other counterparts.


                                       9
<PAGE>



         14. Withholding. All payments under this Agreement shall be made
subject to applicable tax withholding, and the Company shall withhold from any
payments under this Agreement all federal, state and local taxes as the Company
is required to withhold pursuant to any law or governmental rule or regulation.
Except as specifically provided otherwise in this Agreement, Executive shall
bear all expense of, and be solely responsible for, all federal, state and local
taxes due with respect to any payment received under this Agreement.

         15. Governing Law. This Agreement shall be governed by and interpreted
under the laws of California without giving effect to any conflict of laws
provisions.

         16. Indemnity. The Company agrees to indemnify Executive in connection
with the performance of services under this Agreement to the fullest extent
allowed by law.

                           IN WITNESS WHEREOF, the undersigned, intending to be
                  legally bound, have executed this Agreement as of the date
                  first above written.

                                        THE MED-DESIGN CORPORATION
                                        By:
                                            -------------------------------
                                        Name:
                                             ------------------------------
                                        Title:
                                              -----------------------------



                                        -----------------------------------
                                        David Dowsett



                                       10
<PAGE>


                                    Exhibit A
                                                                       5/1/2002

                           THE MED-DESIGN CORPORATION

                          2001 EQUITY COMPENSATION PLAN

                          INCENTIVE STOCK OPTION GRANT
                          ----------------------------


         This STOCK OPTION GRANT, dated as of May 15, 2002 (the "Date of
Grant"), is delivered by The Med-Design Corporation (the "Company") to David
Dowsett (the "Grantee").

                                    RECITALS
                                    --------

         WHEREAS, The Med-Design Corporation 2001 Equity Compensation Plan (the
"Plan") provides for the grant of options to purchase shares of common stock of
the Company.

         WHEREAS, the Compensation Committee of the Board of Directors of the
Company (the "Committee") has decided to make a stock option grant to the
Grantee subject to approval by the shareholders of the Company of (i) an
increase in the aggregate number of shares of common stock of the Company
("Shares") that may be granted pursuant to the Plan and (ii) an increase in the
aggregate number of Shares that may be subject to grants made under the Plan to
any individual during any calendar year.

         WHEREAS, if the Company does not receive the foregoing approval by the
shareholders at the July 2002, shareholder meeting, this Option shall
automatically terminate and the Grantee will not have any right to the Option
granted hereunder. Notwithstanding anything in this Agreement to the contrary,
in no event may the Option be exercised before the foregoing shareholder
approval is obtained.

         WHEREAS, the Company and the Grantee have entered into an Employment
Agreement dated as of May 15, 2002 (the "Employment Agreement").

         NOW, THEREFORE, the parties to this Agreement, intending to be legally
bound hereby, agree as follows:

1. Grant of Option.

         (a) Subject to the terms and conditions set forth in this Agreement and
in the Plan and subject to shareholder approval of the Plan changes discussed
above, the Company hereby grants to the Grantee an incentive stock option (the
"Option") to purchase 112,500 shares of common stock of the Company ("Shares")
at an exercise price of $_____ per Share, [which will be the fair market value
of the Company's stock as of the grantee's first date of employment, May 15,
2002.] The Option shall become exercisable according to Paragraph 2 below.


                                      A-1
<PAGE>


         (b) The Option is designated as an incentive stock option, as described
in Paragraph 5 below. However, if and to the extent the Option exceeds the
limits for an incentive stock option, as described in Paragraph 5, the Option
shall be a nonqualified stock option.

         2. Exercisability of Option.

         (a) The Option shall become fully exercisable on the seventh
anniversary of the Date of Grant (May 15, 2009), if the Grantee is then employed
by, or providing service to, the Company; provided, however, that the
exercisability of a portion of the Option will be accelerated as of the last day
of each of the following fiscal years of the Company if the Company meets the
annual performance goals attached as Exhibit A for the applicable year, as
follows:

              Fiscal Year                Shares for Which the Option Becomes
              -----------                          Exercisable
                                           if Performance Goals are Met
                                           ----------------------------
            2003 Fiscal Year                          37,500
            2004 Fiscal Year                          37,500
            2005 Fiscal Year                          37,500

         (b) If the performance goals are not met for a fiscal year, but the
performance goals are met for a subsequent year, any amount that failed to
become exercisable in the previous year because of the failure of the Company to
attain the performance goals will become exercisable in the subsequent year.
Notwithstanding the foregoing, amounts becoming exercisable in accordance with
this subsection (b) shall not affect whether amounts become exercisable pursuant
to subsection (a).

         (c) The exercisability of the Option is cumulative, but the total
number of Shares for which the Option becomes exercisable based on the foregoing
schedule shall not exceed 112,500 Shares.

         (d) Notwithstanding the foregoing, if the Company terminates the
Grantee's employment without Cause (as defined in the Employment Agreement), the
portion of the Option that would have become exercisable for the year upon the
attainment of the performance goals (37,500 Shares) for the year in which the
Grantee's termination of employment occurs pursuant to subsection (a) above
shall become exercisable as of the date of the Grantee's termination of
employment.

3. Term of Option.

         (a) The Option shall have a term of ten years from the Date of Grant
and shall terminate at the expiration of that period, unless it is terminated at
an earlier date pursuant to the provisions of this Agreement or the Plan.

         (b) The Option shall automatically terminate upon the happening of the
first of the following events:


                                      A-2
<PAGE>


                  (i) The expiration of the 90-day period after the Grantee
         ceases to be employed by, or provide service to, the Company, if the
         termination is for any reason other than Disability (as defined in the
         Plan), death or Cause (as defined in the Employment Agreement).

                  (ii) The expiration of the one-year period after the Grantee
         ceases to be employed by, or provide service to, the Company on account
         of the Grantee's Disability.

                  (iii) The expiration of the one-year period after the Grantee
         ceases to be employed by, or provide service to, the Company, if the
         Grantee dies while employed by, or providing service to, the Company or
         within 90 days after the Grantee ceases to be so employed or provide
         services on account of a termination described in subparagraph (i)
         above.

                  (iv) The date on which the Grantee ceases to be employed by,
         or provide service to, the Company for Cause. In addition,
         notwithstanding the prior provisions of this Paragraph 3, if the
         Grantee engages in conduct that constitutes Cause after the Grantee's
         employment or service terminates, the Option shall immediately
         terminate.

Notwithstanding the foregoing, in no event may the Option be exercised after the
date that is immediately before the tenth anniversary of the Date of Grant. Any
portion of the Option that is not exercisable at the time the Grantee ceases to
be employed by, or provide service to, the Company shall immediately terminate.

4. Exercise Procedures.

         (a) Subject to the provisions of Paragraphs 2 and 3 above, the Grantee
may exercise part or all of the exercisable Option by giving the Committee
written notice of intent to exercise in the manner provided in this Agreement,
specifying the number of Shares as to which the Option is to be exercised. On
the delivery date, the Grantee shall pay the exercise price (i) in cash, (ii)
with the approval of the Committee, by delivering Shares of the Company, which
shall be valued at their fair market value on the date of delivery, or by
attestation (on a form prescribed by the Committee) to ownership of Shares
having a fair market value on the date of exercise equal to the exercise price,
(iii) by payment through a broker in accordance with procedures permitted by
Regulation T of the Federal Reserve Board or (iv) by such other method as the
Committee may approve. The Committee may impose from time to time such
limitations as it deems appropriate on the use of Shares of the Company to
exercise the Option.

         (b) The obligation of the Company to deliver Shares upon exercise of
the Option shall be subject to all applicable laws, rules, and regulations and
such approvals by governmental agencies as may be deemed appropriate by the
Committee, including such actions as Company counsel shall deem necessary or
appropriate to comply with relevant securities laws and regulations. The Company
may require that the Grantee (or other person exercising the Option after the
Grantee's death) represent that the Grantee is purchasing Shares for the


                                      A-3
<PAGE>


Grantee's own account and not with a view to or for sale in connection with any
distribution of the Shares, or such other representation as the Committee deems
appropriate.

         (c) All obligations of the Company under this Agreement shall be
subject to the rights of the Company as set forth in the Plan to withhold
amounts required to be withheld for any taxes, if applicable. Subject to
Committee approval, the Grantee may elect to satisfy any tax withholding
obligation of the Company with respect to the Option by having Shares withheld
up to an amount that does not exceed the minimum applicable withholding tax rate
for federal (including FICA), state and local tax liabilities.

5. Designation as Incentive Stock Option.

         (a) This Option is designated as an incentive stock option under
Section 422 of the Internal Revenue Code of 1986, as amended (the "Code"). If
the aggregate fair market value of the stock on the date of the grant with
respect to which incentive stock options are exercisable for the first time by
the Grantee during any calendar year, under the Plan or any other stock option
plan of the Company or a parent or subsidiary, exceeds $100,000, then the
Option, as to the excess, shall be treated as a nonqualified stock option that
does not meet the requirements of Section 422. If and to the extent that the
Option fails to qualify as an incentive stock option under the Code, the Option
shall remain outstanding according to its terms as a nonqualified stock option.

         (b) The Grantee understands that favorable incentive stock option tax
treatment is available only if the Option is exercised while the Grantee is an
employee of the Company or a parent or subsidiary or within a period of time
specified in the Code after the Grantee ceases to be an employee. The Grantee
understands that the Grantee is responsible for the income tax consequences of
the Option, and, among other tax consequences, the Grantee understands that he
or she may be subject to the alternative minimum tax under the Code in the year
in which the Option is exercised. The Grantee will consult with his or her tax
adviser regarding the tax consequences of the Option.

         (c) The Grantee agrees that the Grantee shall immediately notify the
Company in writing if the Grantee sells or otherwise disposes of any Shares
acquired upon the exercise of the Option and such sale or other disposition
occurs on or before the later of (i) two years after the Date of Grant or (ii)
one year after the transfer of the Shares to the Grantee after exercise of the
Option. The Grantee also agrees to provide the Company with any information
requested by the Company with respect to such sale or other disposition.

6. Change of Control. Upon a change of control (as defined in the Employment
Agreement) of the Company if the Grantee is then employed by, or providing
service to, the Company, the Option shall accelerate and become fully
exercisable. In all other respects, the provisions of the Plan applicable to a
change of control shall apply to the Option.


                                      A-4
<PAGE>


7. Restrictions on Exercise. Only the Grantee may exercise the Option during the
Grantee's lifetime. After the Grantee's death, the Option shall be exercisable
(subject to the limitations specified in the Plan) solely by the legal
representatives of the Grantee, or by the person who acquires the right to
exercise the Option by will or by the laws of descent and distribution, to the
extent that the Option is exercisable pursuant to this Agreement.

8. Grant Subject to Plan Provisions. This grant is made pursuant to the Plan,
the terms of which are incorporated herein by reference, and in all respects
shall be interpreted in accordance with the Plan. The grant and exercise of the
Option are subject to interpretations, regulations and determinations concerning
the Plan established from time to time by the Committee in accordance with the
provisions of the Plan, including, but not limited to, provisions pertaining to
(i) rights and obligations with respect to withholding taxes, (ii) the
registration, qualification or listing of the Shares, (iii) changes in
capitalization of the Company and (iv) other requirements of applicable law. The
Committee shall have the authority to interpret and construe the Option pursuant
to the terms of the Plan, and its decisions shall be conclusive as to any
questions arising hereunder.

9. No Employment or Other Rights. The grant of the Option shall not confer upon
the Grantee any right to be retained by or in the employ or service of the
Company and shall not interfere in any way with the right of the Company to
terminate the Grantee's employment or service at any time. The right of the
Company to terminate at will the Grantee's employment or service at any time for
any reason is specifically reserve, subject to the terms of the Employment
Agreement.

10. No Stockholder Rights. Neither the Grantee, nor any person entitled to
exercise the Grantee's rights in the event of the Grantee's death, shall have
any of the rights and privileges of a stockholder with respect to the Shares
subject to the Option, until certificates for Shares have been issued upon the
exercise of the Option.

11. Assignment and Transfers. The rights and interests of the Grantee under this
Agreement may not be sold, assigned, encumbered or otherwise transferred except,
in the event of the death of the Grantee, by will or by the laws of descent and
distribution. In the event of any attempt by the Grantee to alienate, assign,
pledge, hypothecate, or otherwise dispose of the Option or any right hereunder,
except as provided for in this Agreement, or in the event of the levy or any
attachment, execution or similar process upon the rights or interests hereby
conferred, the Company may terminate the Option by notice to the Grantee, and
the Option and all rights hereunder shall thereupon become null and void. The
rights and protections of the Company hereunder shall extend to any successors
or assigns of the Company and to the Company's parents, subsidiaries, and
affiliates. This Agreement may be assigned by the Company without the Grantee's
consent.

12. Applicable Law. The validity, construction, interpretation and effect of
this instrument shall be governed by and construed in accordance with the laws
of the State of Delaware, without giving effect to the conflicts of laws
provisions thereof.



                                      A-5
<PAGE>


13. Notice. Any notice to the Company provided for in this instrument shall be
addressed to the Company in care of the Chief Executive Officer Company's
corporate headquarters, and any notice to the Grantee shall be addressed to such
Grantee at the current address shown on the payroll of the Company, or to such
other address as the Grantee may designate to the Company in writing. Any notice
shall be delivered by hand, sent by telecopy or enclosed in a properly sealed
envelope addressed as stated above, registered and deposited, postage prepaid,
in a post office regularly maintained by the United States Postal Service.

         IN WITNESS WHEREOF, the Company has caused its duly authorized officers
to execute and attest this Agreement, and the Grantee has executed this
Agreement, effective as of the Date of Grant.


                                        THE MED-DESIGN CORPORATION

Attest:


                                        By:
-------------------------------            ------------------------------------




I hereby accept the Option described in this Agreement, and I agree to be bound
by the terms of the Plan and this Agreement. I hereby further agree that all the
decisions and determinations of the Committee with respect to the Plan and this
Agreement shall be final and binding.

                                        Grantee:
                                                -------------------------------


                                        Date:
                                             ---------------------------------

                                      A-6

<PAGE>


                                   SCHEDULE A
                                   ----------

                            Annual Performance Goals
                            ------------------------


   ----------------------------------- ----------------------------------------
                  Year                          Earnings Per Share Which
                                              Indicate that the Performance
                                                   Goal Has Been Met.
   ----------------------------------- ----------------------------------------
                  2003                      Earnings of $1.00 per Share.
   ----------------------------------- ----------------------------------------
                  2004                      Earnings of $4.00 per Share.
   ----------------------------------- ----------------------------------------
                  2005                      Earnings of $4.80 per Share.
   ----------------------------------- ----------------------------------------
                  2006                      Earnings of $5.20 per Share.
   ----------------------------------- ----------------------------------------


The Committee will be responsible for determining the Earnings Per Share based
on the Company's audited financial statements for the applicable year;
[provided, however, that the Committee will be permitted to exclude
extraordinary items.]




                                      A-7
<PAGE>


                                                                       5/1/2002

                           THE MED-DESIGN CORPORATION

                          2001 EQUITY COMPENSATION PLAN

                          INCENTIVE STOCK OPTION GRANT
                          ----------------------------


         This STOCK OPTION GRANT, dated as of May 15, 2002 (the "Date of
Grant"), is delivered by The Med-Design Corporation (the "Company") to David
Dowsett (the "Grantee").

                                    RECITALS
                                    --------

         The Med-Design Corporation 2001 Equity Compensation Plan (the "Plan")
provides for the grant of options to purchase shares of common stock of the
Company. The Compensation Committee of the Board of Directors of the Company
(the "Committee") has decided to make a stock option grant as an inducement for
the Grantee to promote the best interests of the Company and its stockholders.

         The Company and the Grantee have entered into an Employment Agreement
dated as of May 15, 2002 (the "Employment Agreement").

         NOW, THEREFORE, the parties to this Agreement, intending to be legally
bound hereby, agree as follows:

1. Grant of Option.

         (a) Subject to the terms and conditions set forth in this Agreement and
in the Plan, the Company hereby grants to the Grantee an incentive stock option
(the "Option") to purchase 187,500 shares of common stock of the Company
("Shares") at an exercise price of $_____ per Share, [which will be the fair
market value of the Company's stock as of the grantee's first date of
employment, May 15, 2002.] The Option shall become exercisable according to
Paragraph 2 below.

         (b) The Option is designated as an incentive stock option, as described
in Paragraph 5 below. However, if and to the extent the Option exceeds the
limits for an incentive stock option, as described in Paragraph 5, the Option
shall be a nonqualified stock option.

2. Exercisability of Option.

         (a) The Option shall become exercisable on the following dates, if the
Grantee is employed by, or providing service to, the Company (as defined in the
Plan) on the applicable date:


<PAGE>

                                                 Shares for Which the Option is
                      Date                              Exercisable
                      ----                              -----------
   Six Month Anniversary of the Date of Grant             50,000

   One Year Anniversary of the Date of Grant              25,000

    Second Anniversary of the Date of Grant               37,500

     Third Anniversary of the Date of Grant               37,500

    Fourth Anniversary of the Date of Grant               37,500

         (b) The exercisability of the Option is cumulative, but the total
number of Shares for which the Option shall become exercisable based on the
foregoing schedule shall not exceed 187,500 Shares.

         (c) Notwithstanding the foregoing, if the Company terminates the
Grantee's employment without Cause (as defined in the Employment Agreement), the
portion of the Option that would have become exercisable on the next following
vesting date pursuant to subsection (a) above, had the Grantee remained an
employee, shall become exercisable as of the date of the Grantee's termination
of employment.

3. Term of Option.

         (a) The Option shall have a term of ten years from the Date of Grant
and shall terminate at the expiration of that period, unless it is terminated at
an earlier date pursuant to the provisions of this Agreement or the Plan.

         (b) The Option shall automatically terminate upon the happening of the
first of the following events:

                  (i) The expiration of the 90-day period after the Grantee
         ceases to be employed by, or provide service to, the Company, if the
         termination is for any reason other than Disability (as defined in the
         Plan), death or Cause (as defined in the Employment Agreement).

                  (ii) The expiration of the one-year period after the Grantee
         ceases to be employed by, or provide service to, the Company on account
         of the Grantee's Disability.

                  (iii) The expiration of the one-year period after the Grantee
         ceases to be employed by, or provide service to, the Company, if the
         Grantee dies while employed by, or providing service to, the Company or
         within 90 days after the Grantee ceases to be so employed or provide
         services on account of a termination described in subparagraph (i)
         above.


                                      A-9
<PAGE>


                  (iv) The date on which the Grantee ceases to be employed by,
         or provide service to, the Company for Cause. In addition,
         notwithstanding the prior provisions of this Paragraph 3, if the
         Grantee engages in conduct that constitutes Cause after the Grantee's
         employment or service terminates, the Option shall immediately
         terminate.

Notwithstanding the foregoing, in no event may the Option be exercised after the
date that is immediately before the tenth anniversary of the Date of Grant. Any
portion of the Option that is not exercisable at the time the Grantee ceases to
be employed by, or provide service to, the Company shall immediately terminate,
except as provided in Section 2(d) above.

4. Exercise Procedures.

         (a) Subject to the provisions of Paragraphs 2 and 3 above, the Grantee
may exercise part or all of the exercisable Option by giving the Committee
written notice of intent to exercise in the manner provided in this Agreement,
specifying the number of Shares as to which the Option is to be exercised. On
the delivery date, the Grantee shall pay the exercise price (i) in cash, (ii)
with the approval of the Committee, by delivering Shares of the Company, which
shall be valued at their fair market value on the date of delivery, or by
attestation (on a form prescribed by the Committee) to ownership of Shares
having a fair market value on the date of exercise equal to the exercise price,
(iii) by payment through a broker in accordance with procedures permitted by
Regulation T of the Federal Reserve Board or (iv) by such other method as the
Committee may approve. The Committee may impose from time to time such
limitations as it deems appropriate on the use of Shares of the Company to
exercise the Option.

         (b) The obligation of the Company to deliver Shares upon exercise of
the Option shall be subject to all applicable laws, rules, and regulations and
such approvals by governmental agencies as may be deemed appropriate by the
Committee, including such actions as Company counsel shall deem necessary or
appropriate to comply with relevant securities laws and regulations. The Company
may require that the Grantee (or other person exercising the Option after the
Grantee's death) represent that the Grantee is purchasing Shares for the
Grantee's own account and not with a view to or for sale in connection with any
distribution of the Shares, or such other representation as the Committee deems
appropriate.

         (c) All obligations of the Company under this Agreement shall be
subject to the rights of the Company as set forth in the Plan to withhold
amounts required to be withheld for any taxes, if applicable. Subject to
Committee approval, the Grantee may elect to satisfy any tax withholding
obligation of the Company with respect to the Option by having Shares withheld
up to an amount that does not exceed the minimum applicable withholding tax rate
for federal (including FICA), state and local tax liabilities.



                                      A-10
<PAGE>

5. Designation as Incentive Stock Option.

         (a) This Option is designated an incentive stock option under Section
422 of the Internal Revenue Code of 1986, as amended (the "Code"). If the
aggregate fair market value of the stock on the date of the grant with respect
to which incentive stock options are exercisable for the first time by the
Grantee during any calendar year, under the Plan or any other stock option plan
of the Company or a parent or subsidiary, exceeds $100,000, then the Option, as
to the excess, shall be treated as a nonqualified stock option that does not
meet the requirements of Section 422. If and to the extent that the Option fails
to qualify as an incentive stock option under the Code, the Option shall remain
outstanding according to its terms as a nonqualified stock option.

         (b) The Grantee understands that favorable incentive stock option tax
treatment is available only if the Option is exercised while the Grantee is an
employee of the Company or a parent or subsidiary or within a period of time
specified in the Code after the Grantee ceases to be an employee. The Grantee
understands that the Grantee is responsible for the income tax consequences of
the Option, and, among other tax consequences, the Grantee understands that he
or she may be subject to the alternative minimum tax under the Code in the year
in which the Option is exercised. The Grantee will consult with his or her tax
adviser regarding the tax consequences of the Option.

         (c) The Grantee agrees that the Grantee shall immediately notify the
Company in writing if the Grantee sells or otherwise disposes of any Shares
acquired upon the exercise of the Option and such sale or other disposition
occurs on or before the later of (i) two years after the Date of Grant or (ii)
one year after the transfer of the Shares to the Grantee after exercise of the
Option. The Grantee also agrees to provide the Company with any information
requested by the Company with respect to such sale or other disposition.

6. Change of Control. Upon a change of control (as defined in the Employment
Agreement) if the Grantee is then employed by, or providing service to, the
Company, the Option shall automatically become fully exercisable. In all other
respects, the provisions of the Plan applicable to a change of control shall
apply to the Option.

7. Restrictions on Exercise. Only the Grantee may exercise the Option during the
Grantee's lifetime. After the Grantee's death, the Option shall be exercisable
(subject to the limitations specified in the Plan) solely by the legal
representatives of the Grantee, or by the person who acquires the right to
exercise the Option by will or by the laws of descent and distribution, to the
extent that the Option is exercisable pursuant to this Agreement.

8. Grant Subject to Plan Provisions. This grant is made pursuant to the Plan,
the terms of which are incorporated herein by reference, and in all respects
shall be interpreted in accordance with the Plan. The grant and exercise of the
Option are subject to interpretations, regulations and determinations concerning
the Plan established from time to time by the Committee in accordance with the
provisions of the Plan, including, but not limited to, provisions pertaining to
(i) rights and obligations with respect to withholding taxes, (ii) the



                                      A-11
<PAGE>


registration, qualification or listing of the Shares, (iii) changes in
capitalization of the Company and (iv) other requirements of applicable law. The
Committee shall have the authority to interpret and construe the Option pursuant
to the terms of the Plan, and its decisions shall be conclusive as to any
questions arising hereunder.

9. No Employment or Other Rights. The grant of the Option shall not confer upon
the Grantee any right to be retained by or in the employ or service of the
Company and shall not interfere in any way with the right of the Company to
terminate the Grantee's employment or service at any time. The right of the
Company to terminate at will the Grantee's employment or service at any time for
any reason is specifically reserved, subject to the terms of the Employment
Agreement.

10. No Stockholder Rights. Neither the Grantee, nor any person entitled to
exercise the Grantee's rights in the event of the Grantee's death, shall have
any of the rights and privileges of a stockholder with respect to the Shares
subject to the Option, until certificates for Shares have been issued upon the
exercise of the Option.

11. Assignment and Transfers. The rights and interests of the Grantee under this
Agreement may not be sold, assigned, encumbered or otherwise transferred except,
in the event of the death of the Grantee, by will or by the laws of descent and
distribution. In the event of any attempt by the Grantee to alienate, assign,
pledge, hypothecate, or otherwise dispose of the Option or any right hereunder,
except as provided for in this Agreement, or in the event of the levy or any
attachment, execution or similar process upon the rights or interests hereby
conferred, the Company may terminate the Option by notice to the Grantee, and
the Option and all rights hereunder shall thereupon become null and void. The
rights and protections of the Company hereunder shall extend to any successors
or assigns of the Company and to the Company's parents, subsidiaries, and
affiliates. This Agreement may be assigned by the Company without the Grantee's
consent.

12. Applicable Law. The validity, construction, interpretation and effect of
this instrument shall be governed by and construed in accordance with the laws
of the State of Delaware, without giving effect to the conflicts of laws
provisions thereof.

13. Notice. Any notice to the Company provided for in this instrument shall be
addressed to the Company in care of the Chief Executive Officer at the Company's
corporate headquarters, and any notice to the Grantee shall be addressed to such
Grantee at the current address shown on the payroll of the Company, or to such
other address as the Grantee may designate to the Company in writing. Any notice
shall be delivered by hand, sent by telecopy or enclosed in a properly sealed
envelope addressed as stated above, registered and deposited, postage prepaid,
in a post office regularly maintained by the United States Postal Service.



                                      A-12
<PAGE>

         IN WITNESS WHEREOF, the Company has caused its duly authorized officers
to execute and attest this Agreement, and the Grantee has executed this
Agreement, effective as of the Date of Grant.


                                          THE MED-DESIGN CORPORATION

Attest:


                                          By:
-------------------------------------        ----------------------------------




I hereby accept the Option described in this Agreement, and I agree to be bound
by the terms of the Plan and this Agreement. I hereby further agree that all the
decisions and determinations of the Committee with respect to the Plan and this
Agreement shall be final and binding.

                                          Grantee:
                                                  -----------------------------


                                          Date:
                                               --------------------------------

                                      A-13

<PAGE>



                                    Exhibit B
                                    ---------

                       SEPARATION OF EMPLOYMENT AGREEMENT
                               AND GENERAL RELEASE

         WHEREAS David Dowsett ("Executive") has been employed by The Med-Design
Corporation (the "Company"), and because Executive's employment with the Company
will terminate effective _____________, Executive and the Company agree as
follows:

         1. In consideration of the promises of the Company set forth in
paragraph 4 below, Executive, and his or her heirs, executors and
administrators, intending to be legally bound, hereby permanently and
irrevocably agree to the termination of Executive's employment with the Company
effective on _____________ (or such earlier date as may be communicated in
writing by ___________) (the "Termination Date") and hereby REMISE, RELEASE and
FOREVER DISCHARGE the Company and any individual or organization related to the
Company and against whom or which Executive could assert a claim, including any
and all subsidiaries and affiliates, and their officers, directors,
shareholders, partners, employees and agents, and their respective successors
and assigns, heirs, executors and administrators (hereinafter referred to
collectively as "Releasees"), of and from any and all causes of action, suits,
debts, claims and demands whatsoever, which he had, has, or may have against
Releasees up until the date of his execution of this Agreement and General
Release, other than the Release Exclusions (as defined below). Particularly, but
without limitation, Executive so releases all claims relating in any way to his
employment or the termination of his employment relationship with the Company,
including without limitation claims under the Pennsylvania Human Relations Act,
43 P.S. ss. 951 et seq., California Fair Employment and Housing Act, the
California Labor Code, Title VII of the Civil Rights Act of 1964, as amended,
ss. 42 U.S.C. 2000e et seq., the Americans with Disabilities Act, 42 U.S.C.
ss. 12101 et seq., the Employee Retirement Income Security Act 29 U.S.C.
ss. 1001 et seq., the Age Discrimination in Employment Act, as amended 29 U.S.C.
ss. 621 et seq. (the "ADEA"), any common law claims and all claims for counsel
fees and costs. Executive agrees and covenants that should any other person,
organization, or other entity file, charge, claim, sue, or cause or permit to be
filed any civil action, suit or legal proceeding involving any matter occurring
at any time in the past, up to and including the date of this release, Executive
will not seek or accept any personal relief in such civil action, suit or legal
proceeding. This release does not give up Executive's rights, if any, to the
following claims that Executive has or may have (the "Release Exclusions"):
(i) to seek indemnification pursuant to applicable state law and the Company's
By-Laws, (ii) to seek coverage under directors' and officers' liability
insurance policies maintained or required to be maintained by the Company and
(iii) the payments and benefits Executive is entitled to receive under paragraph
4 below.

         2. Executive shall promptly take all steps necessary to dismiss with
prejudice any and all pending complaints, charges and grievances against the
Company or Releasees, regardless of whether they are or have been filed
internally or externally. Executive also agrees that the payment in Paragraph 3
is in full satisfaction of any liability or obligation to Executive under the
Employment Agreement, dated as of May 15, 2002, between the Company and
Executive.


                                      B-1
<PAGE>

         3. For the purposes of implementing a full and complete release and
discharge of claims, Executive expressly acknowledges that this Agreement is
intended to include in its effect, without limitation, all the claims described
in the preceding paragraphs, whether known or unknown, suspected or unsuspected,
and that this Agreement contemplates the extinction of all such claims,
including claims for attorney's fees. Executive expressly waives any right to
assert after the execution of this Agreement that any such claim, demand,
obligation, or cause of action has, through ignorance or oversight, been omitted
from the scope of the Agreement. Executive expressly waives any and all rights
and benefits conferred upon Executive by the provisions of Section 1542 of the
Civil Code of California which provides as follows:

         A general release does not extend to claims which the creditor does not
know or suspect to exist in his favor at the time of executing the release,
which if known by him must have materially affected his settlement with the
debtor.

         4. In full consideration of Executive's execution of this Separation of
Employment Agreement and General Release, and his or her agreement to be legally
bound by its terms, the Company will provide Executive with the following
consideration, to which Executive acknowledges he or she would not otherwise be
entitled:

                  (a) Executive shall receive a severance benefit equal to one
year of Executive's base salary as in effect on the termination date, which
shall be paid in substantially equal installments according to the Company's
normal payroll practices over a 12-month period. Payment shall begin after the
expiration of the revocation period for the Release.

                  (b) For a period of 12 months following the date of
termination, Executive shall continue to receive the medical coverage in effect
at the date of his termination (or generally comparable coverage) for himself
and, where applicable, his spouse and dependents, as the same may be changed
from time to time for employees generally, as if Executive had continued in
employment during such period; or, as an alternative, the Company may elect to
pay Executive cash in lieu of such coverage in an amount equal to Executive's
after-tax cost of continuing such coverage, where such coverage may not be
continued (or where such continuation would adversely affect the tax status of
the plan pursuant to which the coverage is provided). The COBRA health care
continuation coverage period under section 4980B of the Internal Revenue Code of
1986, as amended, shall run concurrently with the foregoing 12-month benefit
period.

                  (c) Executive shall receive any benefits accrued or earned in
accordance with the terms of any applicable benefit plans and programs of the
Company.

         Executive understands and expressly agrees that each benefit
enhancement and payment under paragraphs (a) and (b) above is expressly
contingent on Executive's continued employment through _________________, or
such earlier date as may be communicated in writing by the Company.


                                      B-2
<PAGE>

         Except as set forth in this Agreement, it is expressly agreed and
understood that Releasees do not have, and will not have, any obligation to
provide Executive at any time in the future with any payments, benefits or
considerations other than those recited in this paragraph, or those required by
law, other than under the terms of any benefit plans which provide benefits or
payments to former employees according to their terms and other than the Release
Exclusions.

         5. The parties acknowledge that the performance of the promises of each
are expressly contingent upon the fulfillment and satisfaction of the
obligations of the other party as set forth in this Agreement and General
Release.

         6. Executive hereby agrees and recognizes that, as of his or her
Termination Date, Executive's employment relationship with the Company or
Releasees will be permanently and irrevocably severed and that Executive will
not apply for a position with the Company or its affiliates and Executive waives
his or her right to be hired or rehired in the future by the Company and any of
its affiliates. It is further agreed and understood that Executive will continue
to be available and cooperate in a reasonable manner in providing assistance to
the Company in concluding any matters which are reasonably related to the duties
and responsibilities which Executive had while employed by the Company, provided
that such cooperation and assistance does not create a burden with respect to
any subsequent employment obtained by Executive.

         7. Executive agrees and acknowledges that this Agreement is not and
shall not be construed to be an admission of any violation of any federal, state
or local statute or regulation, or of any duty owed by Releasees.

         8. Executive agrees, covenants and promises that Executive will not
communicate or disclose the terms of this Agreement and General Release to any
persons with the exception of members of Executive's immediate family and
Executive's attorney and financial advisor, except as required by law. Executive
further agrees to refrain from using or disclosing for the benefit of any
person, business or entity other than the Company, any confidential information
relating to the Company's business, which includes but is not limited to
information relating to the Company's employees, processors, suppliers,
customers, services, plans, marketing studies or analyses, and financial or
business affairs. Executive represents that any and all documents containing
such confidential information will be returned to the Company upon termination
of employment.

         9. This Agreement and General Release, and the provisions of the
Employment Agreement that survive Executive's termination of employment,
constitute the complete and entire understanding between the parties, and
supersede any and all prior agreements and understandings between the parties to
the extent they are inconsistent with this Agreement.


                                      B-3
<PAGE>


         10. Executive hereby certifies that Executive has read the terms of
this Agreement and General Release, that Executive has been advised by the
Company to consult with an attorney of his or her own choice prior to executing
this Agreement, that Executive has had an opportunity to do so, and that
Executive understands this Agreement's terms and effects. Executive further
certifies that neither Releasees nor any representative of Releasees has made
any representations to Executive concerning this Agreement and General Release
other than those contained herein.

         11. Executive acknowledges that Executive has been informed that this
Agreement and General Release includes a waiver of claims under the ADEA, and
that Executive has the right to consider this Agreement and General Release for
a period of 21 days. Executive also understands that he or she has the right to
revoke this Agreement and General Release for a period of seven days following
his execution of this Agreement and General Release by giving written notice to
the Company in care of ___________________.

         12. If any provision of this Agreement and General Release is deemed
invalid, the remaining provisions shall not be affected.

         13. The provisions of this Agreement and General Release shall be
governed by the laws of California, without regard to any choice of law
provisions.

         IN WITNESS WHEREOF, and intending to be legally bound hereby, the
parties have executed the foregoing Agreement and General Release on the dates
indicated below.


WITNESS:
        ----------------------------       -----------------------------------
                                           DAVID DOWSETT
                                           DATE:
                                                ------------------------------

                                           THE MED DESIGN CORPORATION

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

WITNESS:                                   BY:
        ----------------------------          --------------------------------

                                           TITLE:
                                                 -----------------------------

                                           DATE:
                                                ------------------------------

                                      B-4

<PAGE>

                                 Exhibit C
                                 ---------

                       NONDISCLOSURE, NONSOLICITATION AND
                         INVENTION ASSIGNMENT AGREEMENT

This Nondisclosure, Nonsolicitation and Invention Assignment Agreement (this
"Agreement") is made by and between The Med-Design Corporation (hereinafter
"Employer"), and David Dowsett ("Employee"), to be effective as of May 15, 2002:

         1. Confidential Information and Company Property.

         1.1. Employee acknowledges that Employer and its parents, subsidiaries,
divisions and affiliates, as well as majority-owned companies of such parents,
subsidiaries, divisions and affiliates, and their respective successors
(hereinafter collectively, the "Company") possess certain Confidential
Information that has been and may be revealed to or learned by Employee during
his/her employment with the Company. Employee acknowledges that the term
"Confidential Information" includes all information that has or could have
commercial value or other utility in the Company's Business, or the unauthorized
disclosure of which could be detrimental to the Company's interests, whether or
not such information is specifically identified as Confidential Information by
the Company.

         1.2. Employee acknowledges that the Company's Business includes all
businesses in which the Company is planning or preparing to engage and all
businesses in which the Company is currently engaged, as well as such other
businesses as the Company may enter, plan to enter, or prepare to enter
subsequent to the date that this Agreement is executed.

         1.3. By way of example and not limitation, Confidential Information
includes any and all information, whether or not meeting the legal definition of
a trade secret, concerning the Company's actual, planned or contemplated (i)
marketing plans, business plans, strategies, forecasts, budgets, projections and
costs; (ii) personnel information; (iii) customer, vendor and supplier lists;
(iv) customer, vendor and supplier needs, transaction histories, contacts,
volumes, characteristics, agreements and prices; (v) promotions, operations,
sales, marketing, and research and development; (vi) business operations,
internal structures and financial affairs; (vii) software and operating systems
and procedures; (viii) pricing structure of the Company's services and products;
(ix) proposed services and products; (x) contracts with other parties; (xi)
performance characteristics of the Company's products; and (xii) Inventions and
Works as defined in Section 4. Confidential Information does not include
information that has become widely known to the public other than through the
improper disclosure of Employee. Notwithstanding anything to the contrary in
this Agreement, however, Confidential Information includes any and all
information that the Company is obligated to maintain as confidential.

         1.4. During the term of Employee's employment with the Company and
thereafter, Employee will not, directly or indirectly, use or disclose to
anyone, or authorize disclosure or use by anyone of, any of the Confidential
Information revealed to, learned by or created by Employee during the course of
his/her employment with the Company, unless such use or disclosure is both
consistent with the Company's obligations and is for the sole purpose of


                                      C-1
<PAGE>


carrying out Employee's duties to the Company. Employee further agrees that
he/she will take all reasonable efforts to protect the confidentiality of
Confidential Information.

         1.5. Employee acknowledges that Confidential Information is essential
to the Company's Business. Employee will not remove from the Company's place of
business any document or other medium containing Confidential Information, or
other Company property, without the permission of the Company, which permission
the Company may in its absolute discretion withhold. Employee agrees that he/she
will not make any copies of Confidential Information or other Company property
except as authorized by the Company. Employee agrees that at the cessation of
his/her employment he/she will return to the Company immediately any and all
Company property and documents and other media containing Confidential
Information (and all copies thereof) in Employee's possession, custody or
control. The Company's property includes, but is not limited to, all financial
books, records, instruments and documents; customer lists; data; reports;
programs; software; hardware; tapes; rolodexes; telephone and address books;
card decks; listings; programming; customer files and records; and any and all
other instruments, records and documents recorded or stored on any medium
whatsoever relating or pertaining, directly or indirectly, to corporations,
governmental entities and other persons and entities with whom the Company has
or has had contractual relations, the services or products provided by the
Company, or the Company's Business or business affairs.

         1.6. If Employee is requested or required (by oral questions,
interrogatories, requests for information or documents, subpoena, civil
investigative demand or other process) to disclose Confidential Information,
Employee will immediately notify the Company of such request or requirement so
that the Company may take any action deemed by the Company to be necessary or
advisable to protect the confidentiality of the Confidential Information. Unless
the Company waives the protections of this Agreement in writing, Employee agrees
to take all lawful steps to protect the confidentiality of the Confidential
Information and to cooperate fully with the Company's efforts to protect the
confidentiality of the Confidential Information, including, but not limited to,
seeking a protective order and refusing to produce such Confidential Information
unless compelled to do so by a final order that has been upheld by the highest
appellate court having jurisdiction over the matter. If Employee is ultimately
compelled to disclose Confidential Information, Employee agrees to take all
lawful efforts to limit the dissemination of, and maintain the confidentiality
of, the Confidential Information. Employer agrees to reimburse Employee for all
reasonable expenses incurred by Employee in complying with this Section 1.6,
including, but not limited to reasonable attorneys fees.

         2. Employee Responsibilities and Restrictive Covenants.

         2.1. Employee agrees to devote Employee's best efforts and entire work
time and attention to the Company's Business during the term of Employee's
employment with the Company. While the Company does not seek to interfere with
the off-duty and personal conduct of its employees, certain conduct may
interfere with the Company's legitimate business interests. Employee agrees
that, during the term of Employee's employment, except as otherwise approved in
writing by the Company, which approval the Company may in its absolute
discretion withhold, Employee will not, engage in any outside business activity
that conflicts with, or adversely affects, his job performance. Employee must
disclose to his immediate supervisor, the Chief Executive Officer of the Company
involvement in any outside business activity that may conflict with or be


                                      C-2
<PAGE>



adverse to the interests of the Company. Employee further agrees that, during
the term of Employee's employment, except as otherwise approved in writing by
the Company, which approval the Company may in its absolute discretion withhold:

                  (a) Employment that conflicts with Employee's work schedule,
duties, or responsibilities;

                  (b) Employment that is incompatible with Employee's employment
with the Company;

                  (c) Employment that impairs or has a detrimental effect on
Employee's work or performance with the Company;

                  (d) Employment that requires Employee to conduct work or
related activities on the Company's property during Employee's working hours or
to use the Company's facilities and/or equipment.

         2.2. Employee further agrees that he will not take any action
inconsistent with the fiduciary relationship of an employee to his corporate
employer. This shall not prohibit Employee from owning stock or other securities
of a competitor of the Company or any subsidiary or affiliate of such competitor
so long as Employee's ownership does not interfere with Employee's job
performance.

         2.3. Employee agrees that, during the term of Employee's employment
with the Company, and for a period of twelve (12) months thereafter, Employee
will not, either directly or indirectly, or for himself/herself or through, on
behalf of or in conjunction with any person, persons or legal entity, persuade,
induce or attempt to persuade or induce any employee or person who has provided
services to the Company as an employee or independent contractor or employee of
an independent contractor to leave his/her employment with the Company or to
refrain from providing services to the Company.

         2.4. Employee agrees that, for a period of twelve (12) months after the
cessation of Employee's employment, Employee will promptly inform Employer in
writing of any employment or other business affiliations that Employee has with
any business or business entity offering or planning to offer a service or
product in competition with the Company. Such information will include, but not
be limited to (i) the name and address of the business or business entity with
which Employee has such a relationship; and (ii) the general nature of
Employee's business-related activities.

         2.5. Employer and Employee agree that Sections 2.1 and 2.2 hereof are
not intended to, and do not, prevent ownership of up to 5% or $100,000,
whichever is less, of any class of equity or debt securities that are traded on
a national securities exchange.

         3. Company Access.

         3.1. Employee agrees and consents that, during the term of Employee's
employment with the Company and thereafter, the Company may review, audit,
intercept, access and disclose all messages created, stored, received or sent
over the electronic mail and Internet access systems provided by the Company,


                                      C-3
<PAGE>


with or without notice to Employee, and that such review, audit, interception,
access or disclosure may occur during or after working hours. Employee further
consents and agrees that the Company may, at any time, access, review and
disclose the contents of all computers, computer disks and other data-storage
equipment and devices, files, desks, drawers, closets, cabinets and work
stations that are either on the Company's premises or owned or provided by the
Company.

         4. Intellectual Property.

                  4.1. Employee agrees to disclose fully, promptly and in
writing to Employer any and all Inventions and Works, separately defined below,
that are conceived, made, reduced to practice, developed, authored, created,
drawn or written at any time while Employee is employed by the Company and for a
period of six (6) months thereafter. Employee will generate and provide to the
Company adequate and current written records of all Inventions and Works in the
form of notes, sketches, drawings, reports, notebooks or other documents
relating thereto or in such other form as will be requested by the Company,
which records and any copies thereof will be and will remain the exclusive
property of Employer and will be available to the Company at all times.

                  4.2. Employer and Employee agree that the term "Inventions" is
defined in this Agreement to include any and all new or useful ideas,
developments, discoveries, improvements, designs, formulas, modifications,
trademarks, service marks, trade secrets, and other intellectual property,
whether patentable or not (including without limitation any technology, computer
programs, software, test, concept, idea, apparatus, device, mechanism,
equipment, machinery, process, method, composition of matter, formula or
technique), and all know-how related thereto, that Employee conceives, makes,
reduces to practice, or develops, solely or jointly with others, that (i) relate
to the actual or contemplated business, work or activities of the Company, (ii)
result from or are suggested by any work that Employee has done or may do on
behalf of the Company, or by any information that Employee may receive while
employed by the Company, or (iii) are developed, tested, improved or
investigated either in part or entirely on time for which Employee was paid by
the Company, or with the use of premises, equipment or property provided, owned,
leased or contracted for by or on behalf of the Company. Notwithstanding
anything herein to the contrary, this Agreement does not apply to any Invention
that qualifies fully under the provisions of section 2870 of the California
Labor Code, which provides:


                  Employment Agreements; Assignment of Rights


                  (i) provision in an employment agreement which provides that
         an employee shall assign, or offer to assign, any of his/her rights in
         an invention to his/her employer shall not apply to an invention that
         the employee developed entirely on his/her own time without using the
         employer's equipment, supplies, facilities, or trade secret information
         except for those inventions that either:

                           (1) Rate at the time of conception or reduction to
                  practice of the invention to the employer's business, or
                  actual or demonstrably anticipated research or development of
                  the employer; or

                                      C-4
<PAGE>

                           (2) Result from any work performed by the employee
                  for the employer.

                  (ii) To the extent a provision in an employment agreement
         purports to require an employee to assign an invention otherwise
         excluded from being required to be assigned under subdivision (a), the
         provision is against the public policy of this state and is
         unenforceable.

         4.3. Employer and Employee agree that the term "Works" is defined in
this Agreement to include any and all materials for which copyright protection
may be obtained, including without limitation literary works (including books,
pamphlets, articles and other writings), mask works, artistic works (including
designs, graphs, drawings, blueprints and other graphic works), computer
programs, compilations, recordings, photographs, motion pictures and other
audio-visual works that Employee authors, conceives, creates, draws, makes or
writes, solely or jointly with others, that (i) relate to the actual or
contemplated business, work or activities of the Company, (ii) result from or
are suggested by any work that Employee has done or may do on behalf of the
Company, or by any information that Employee may receive while employed by the
Company, or (iii) are developed, tested, improved or investigated either in part
or entirely on time for which Employee was paid by the Company, or with the use
of premises, equipment or property provided, owned, leased or contracted for by
or on behalf of the Company.

         4.4. Employee agrees to assign, transfer and convey, and hereby
assigns, transfers and conveys, to Employer all of the right, title and interest
in and to any and all such Inventions and Works that Employee has or may acquire
in such Inventions or Works that are conceived, made, reduced to practice,
developed, authored, created, drawn or written at any time while Employee is
employed by the Company. Employee further agrees that for a period of six (6)
months after the end of the employment relationship, Employee shall notify and
inform Employer of any and all Inventions and Works Employee conceives, makes,
or reduces to practice, develops, authors, or creates, and agrees to assign,
transfer and convey, and hereby assigns, transfers and conveys, to the Company
all of the right, title and interest in and to any and all such Inventions and
Works that Employee conceives, makes, reduces to practice, develops, authors, or
creates, drawn or written, arising from, based upon, relating to, utilizing, or
employing Company's proprietary, confidential, or trade secret information or
the use of the Company's facilities. Employee agrees that Employer will be the
sole owner of all patents, copyrights, trademarks and other intellectual
property rights in connection therewith, and agrees to take all such actions as
may be requested by the Company during Employee's employment with the Company
and at any time thereafter, with respect to any such Inventions or Works to
confirm or evidence such assignment, transfer, conveyance or ownership, and to
assist in the Company's maintenance, enforcement, licensing, assignment,
transfer, or conveyance of rights in respect of the Inventions or Works.

         4.5. By way of example and not limitation, at any time and from time to
time, upon the request of the Company, Employee agrees to execute, acknowledge,
swear to, seal and deliver to the Company any and all lawful instruments,
documents and papers, give evidence and do any and all other lawful acts that,
in the opinion of the Company, are or may be necessary or desirable to document
such assignment, transfer and conveyance or to enable the Company to file and
prosecute applications for, and to acquire, maintain and enforce any and all


                                      C-5
<PAGE>



patents, trademarks, copyrights and other property rights under United States,
local, state or foreign law with respect to, any such Inventions or Works, or to
obtain any extension, validation, reissue, continuance or renewal of any such
patent, trademark, copyright or other intellectual property right. By way of
further example and not limitation, Employee agrees to meet with Company
representatives or attorneys for the purpose of initiating, maintaining or
defending litigation, administrative or other proceedings, and to participate
fully in litigation, administrative or other proceedings as requested by the
Company. In the event that the Company may be unable, for any reason whatsoever,
after reasonable effort, to secure Employee's signature on any patent,
copyright, trademark or other intellectual property application or other papers,
Employee hereby irrevocably designates and appoints the Company and its duly
authorized officers and agents as Employee's agent and attorney-in-fact to act
for and on behalf of Employee to execute, acknowledge, swear to, seal and
deliver to the Company and file any such application or applications or other
papers, and to do all other lawfully permitted acts to further the provisions of
this Section 4.

         4.6. Employer agrees to reimburse Employee for reasonable expenses
incurred by Employee in complying with the provisions of Sections 4.4 and 4.5 of
this Agreement. Employer and Employee agree that Employee is not entitled to
additional compensation beyond that paid to Employee for the period of time that
he/she is employed by the Company, which compensation, along with Employer's
understandings set forth in this Agreement, is expressly acknowledged to be
adequate consideration for all of Employee's promises and obligations set forth
in this Agreement.

         4.7. Employee expressly acknowledges and states that all Works that are
made by Employee (solely or jointly with others) are being created at the
instance of Employer and are "works made for hire," as that term is defined in
the Copyright Act of 1976, 17 U.S.C. ss. 101. In the event that such laws are
inapplicable or in the event that any such Works, or any part thereof, are
determined by a court of competent jurisdiction not to be a work made for hire,
this Agreement will operate as an irrevocable and unconditional assignment by
Employee to Employer of all Employee's right, title and interest (including,
without limitation, all rights in and to the copyrights throughout the world,
including the right to prepare derivative works and the rights to all renewals
and extensions) in the Works in perpetuity.

         4.8. Employee represents that Schedule A to this Agreement describes
all Inventions and Works, whether patentable or not, that have been conceived,
made, reduced to practice, developed, authored, created, drawn or written prior
to Employee's employment by the Company; provided, however, that Employee has
not disclosed in Exhibit A information that is a trade secret belonging to
another, or that is the subject of a contract preventing Employee's disclosure
of such information to the Company.

         5. Employee Representations.

         5.1. Employee represents and warrants that this Agreement and his/her
employment by the Company do not conflict with and will not be constrained by
any prior business relationship or contract, that Employee does not possess
trade secrets or other proprietary information arising out of any prior business
relationship or contract that, in Employee's best judgment, would be utilized in
connection with Employee's employment with the Company. Employee further agrees
that he/she will not disclose any such trade secrets or other proprietary
information to the Company or others.

                                      C-6
<PAGE>


         5.2. Employee represents and warrants that if his/her employment with
the Company were to terminate, he/she could earn a living while fully complying
with all of the terms of this Agreement and that the restrictions contained in
this Agreement are reasonable and necessary to protect the Company's legitimate
interests in its Confidential Information and customer relationships.

         6. Interpretation.

         6.1. Wherever this Agreement contemplates that Employee will have an
obligation or restriction at or after the term of Employee's employment with the
Company, Employee agrees that that obligation or restriction will exist without
regard to which party to the Agreement terminates the employment relationship,
and without regard to the reason (or lack thereof) for the termination of the
employment relationship.

         6.2. Employer and Employee agree that this Agreement constitutes the
entire understanding and agreement of Employee and the Company with respect to
the subject matter of this Agreement, and supersedes all prior and
contemporaneous agreements or understandings, inducements or conditions, express
or implied, written or oral, between the Company and Employee, with the
exception of the Employment Agreement between Employer and Employee dated as of
May 15, 2002 (the "Employment Agreement").

         6.3. Employer and Employee agree that if any provision of this
Agreement, or the application thereof, will for any reason and to any extent be
invalid or unenforceable, such provision will be deemed severable and the
remainder of this Agreement will remain valid and fully enforceable.

         6.4. Employer and Employee agree that if all or any portion of a
covenant is held unreasonable or unenforceable by a court or agency having valid
jurisdiction in a final decision, Employee will be bound by any lesser covenant
subsumed within the terms of such covenant, which lesser covenant imposes the
maximum duty permitted by law, as if the resulting covenant were separately
stated in and made a part of this Agreement.

         6.5. Employer and Employee agree that the headings in this Agreement
are included solely for convenience and will be given no effect in the
construction of this Agreement.

         6.6. Employer and Employee agree that, although this Agreement was
drafted by Employer, it accurately reflects both parties' intent and
understanding and should not be presumptively construed against the Company in
the event that there is any dispute over the meaning or intent of any provision.

         7. Enforcement.

         7.1. If reasonably requested by Employer, Employee agrees, at any time
during the term of Employee's employment and thereafter, to reaffirm in writing
the obligations imposed by, and Employee's past compliance with, any or all of
the provisions of this Agreement.

                                      C-7
<PAGE>


         7.2. Employee agrees that if he/she engages in any activities
prohibited by this Agreement or fails to take actions required by this
Agreement, irreparable harm to the Company will likely result, for which a
remedy in the form of damages may not be adequate or otherwise ascertainable.
Consequently, Employer will be entitled to temporary, preliminary and permanent
injunctive relief against Employee. This section will not limit any other legal
or equitable remedies that Employer may have against Employee for violations of
these restrictions.

         7.3. Employer and Employee agree that this Agreement will be governed
by the laws of California, without giving effect to the conflict of laws
provisions thereof. All suits, proceedings and other actions relating to,
arising out of or in connection with this Agreement will be submitted solely to
the in personam jurisdiction of the United States District Court for the Central
District of California ("Federal Court") or to the Superior Court of Ventura
County, if the Federal Court lacks jurisdiction to hear the matter. Venue for
all such suits, proceedings and other actions will be in Ventura County,
California. Employee hereby waives any claims against or objections to such in
personam jurisdiction and venue.

         7.4. Employer and Employee agree that, in any lawsuit for breach of
this Agreement, the prevailing party will be entitled to recover its or his/her
reasonable attorneys' fees and costs, including expert witness fees, unless
there is an express determination by the court that the nonprevailing party's
position was substantially justified.

         8. General.

         8.1. Employer and Employee agree that this Agreement will be binding
upon and inure to the benefit of the Company and its successors and assigns.
This Agreement may be assigned in whole or in part by Employer to a successor to
all or substantially all of the business or assets of Employer or the subportion
of the business or assets of Employer that relate to Employee's duties; or to
any division or part of Employer; or to any subsidiary, affiliate or division;
or to any entity that is majority-owned by Employer or its subsidiaries,
divisions or affiliates.

         8.2. Employer and Employee agree that any term or provision of this
Agreement may be amended or waived only by a writing signed by Employee and an
officer of Employer. The failure of either party to enforce any of the
provisions in this Agreement will not be construed to be a waiver of the right
of that party to enforce such provision thereafter.

         8.3. Employee agrees that this Agreement is not confidential, and that
the Company may, during the term of Employee's employment with the Company and
thereafter, provide copies of this Agreement to others, including persons or
entities that may employ, do business with or consider employing or doing
business with Employee in the future.

         8.4. Employee and Employer agree that this Agreement may be executed in
one or more counterparts, each of which shall be deemed an original, but all of
which together shall constitute one and the same instrument. This Agreement
shall become effective upon the execution of a counterpart hereof by each of the
parties hereto.

         8.5. By his/her signature below, Employee acknowledges that he/she (i)
has had sufficient opportunity to read each provision of this Agreement and
understands each provision, (ii) has had an opportunity to review the Agreement


                                      C-8
<PAGE>

with legal counsel of Employee's choice, (iii) is not under duress and (iv) is
not relying on any representations or promises that are not set forth in the
Agreement or the Employment Agreement.
<TABLE>
<CAPTION>
EMPLOYEE:                                                     EMPLOYER:
<S>                                                              <C>

Signature:                                                    Signature:
          -------------------------------------------                   -------------------------------------------

Name (Print):                                                 Name (Print):
             ----------------------------------------                      ----------------------------------------

Title:                                                        Title:
      -----------------------------------------------               -----------------------------------------------

Social Security No.:
                    ---------------------------------

Date:                                                         Date:
     ------------------------------------------------              ------------------------------------------------

Exhibit A attached:      Yes            No
                             -------       ----------

</TABLE>

                                      C-9
<PAGE>


                                   Schedule A

The following is a complete list of all Inventions and Works that have been
conceived, made, reduced to practice, developed, authored, created, drawn or
written by me alone or jointly with others prior to my engagement by the
Company.

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

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

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

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

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

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

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

Due to a preexisting contract with another party, I cannot disclose certain
Inventions or Works that would otherwise be included on the above list.
         ________ additional sheets are attached.

         (number)


EMPLOYEE:

     Signature:
               --------------------------------------

     Name (Print):
                  -----------------------------------

     Title:
           ------------------------------------------

     Social Security No.:
                         ----------------------------

     Date:
          -------------------------------------------






                                      C-10