**Exhibit 10.38**
**INDEPENDENT CONSULTANT AGREEMENT**
     This Agreement (“AGREEMENT”), by and between Meridian MedicalTechnologies, Inc. (“MERIDIAN”) and Thomas L. Anderson of 988 Stonington Drive,Arnold, Maryland, acting as an Independent Consultant (“CONSULTANT”), made this6th day of December 2001.
**W I T N E S S E T H**
     WHEREAS, MERIDIAN is a world leader in the development and sales ofauto-injector drug delivery systems and has proprietary technologies innon-invasive cardiopulmonary diagnostics. MERIDIAN develops and producesmedical products designed to save lives, reduce healthcare costs and improvethe quality of patients’ lives.
     WHEREAS, CONSULTANT has agreed to provide services to MERIDIAN as anindependent contractor,
     In and for the mutual promises stated herein, which is deemed to be goodand valuable consideration,
     IT IS AGREED:
     1. SERVICES: CONSULTANT agrees to perform business consulting servicesrelated to the expansion of MERIDIAN’s pharmaceutical business as may berequested from time to time by MERIDIAN at MERIDIAN’s sole discretion.MERIDIAN will define the particular projects to be performed at the time ofrequest.
     2. NATURE OF AGREEMENT: Notwithstanding anything that is said in thisagreement, the nature of this AGREEMENT is that it is an AGREEMENT to act as anindependent contractor and all services to be performed shall be done so withthat objective and in accordance with applicable IRS regulations. CONSULTANTshall be solely liable for all income taxes on money received under thisAGREEMENT, all FICA (including self-employed) taxes, federal (FUTA) and state(SUTA) unemployment tax and worker’s compensation.
     3. TERM and COMPENSATION:
     (a). The term of this AGREEMENT will be one (1) year, from December 6,2001 through December 5, 2002, renewed automatically for a one-year term every6th of December.
     (b). Either party may terminate this AGREEMENT by notifying the otherparty in writing with at least thirty (30) days notice.
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     (c). MERIDIAN will compensate CONSULTANT at the rate of $1,750.00 per dayfor services rendered at MERIDIAN’s request. The payments will be contingent onCONSULTANT submitting to MERIDIAN an invoice including the details of servicesrendered.
     4. REIMBURSEMENT OF EXPENSES: CONSULTANT shall be responsible for hisgeneral overhead and MERIDIAN shall not be required to reimburse him forgeneral overhead. CONSULTANT shall be reimbursed for approved travel expenseswhile traveling in connection with providing services under this AGREEMENT.CONSULTANT shall submit invoices to MERIDIAN for such expenses.
     5. CONFIDENTIALITY: CONSULTANT acknowledges that material and informationhe obtains during the term of this AGREEMENT may be a trade secret orconfidential commercial information (“Confidential Information”) and itsdisclosure may harm MERIDIAN. CONSULTANT agrees to maintain the secret andconfidential nature of such information and not to disclose it to a thirdparty, who is not his employee involved in MERIDIAN work, without the consentof MERIDIAN. In the event that CONSULTANT performs work under this AGREEMENTby using a sub-contractor, CONSULTANT agrees to require written acceptance ofthe terms of this paragraph by the sub-contractor.
     6. AMENDMENTS AND MODIFICATIONS:
     (a). This AGREEMENT may be modified, amended or revoked only by means ofa written document signed by the parties hereto.
     (b). The parties acknowledge that MERIDIAN may, from time to time,perform on public contracts. In doing so, if CONSULTANT is asked to perform asa sub-contractor on such contracts, CONSULTANT agrees to execute documentscontaining terms that are in amendment to the terms of this AGREEMENT as arerequired to work as a sub-contractor on a public contract.
     7. INDEMNIFICATION: Contractor agrees to indemnify and hold harmlessMERIDIAN and its affiliates, partners, officers, directors, employees, agentsand representatives (and any successor or assign of any of the foregoing) fromand against any and all liabilities, claims, actions, suits, proceedings,judgments, losses, damages, costs and expenses (including reasonable attorneys’fees) (collectively, the “Losses”) which arise out of or result from anythird-party claim arising in connection with (i) any breach by CONSULTANT of oract of CONSULTANT relating to this AGREEMENT for the services rendered underthis AGREEMENT (except to the extent such Losses are due to the negligence,gross negligence or willful misconduct of MERIDIAN), or (ii) the breach,unauthorized disclosure or unauthorized use by CONSULTANT or any of hisemployees, agents or subcontractors of any Confidential Information.
     8. CHOICE OF LAW: This AGREEMENT shall be governed by the laws of theState of Maryland. The parties agree to the exclusive jurisdiction of thecourts of Maryland or the United States District Court for the District ofMaryland.
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     9. ASSIGNABILITY: This AGREEMENT may not be assigned by CONSULTANTwithout the written consent of MERIDIAN.
     10. PARTIES: This AGREEMENT is binding upon and shall insure the benefitof the undersigned, their successors in interest assigns as permitted by thisAGREEMENT and their heirs.
     11. AUTHORITY: The undersigned parties all warrant that they are legallyauthorized to sign this AGREEMENT on behalf of any party whom they represent.
     WITNESS OUR HAND AND SEALS THIS ___ DAY OF __________, 2001.   By: _________________________ James H. Miller