**SYNTHEMED,
      INC.**


**STOCK
      OPTION AGREEMENT**


**UNDER
      THE 2006 STOCK OPTION PLAN**





**(Incentive
      Stock Option)**





NOTE
      TO
      GRANTEE: SEE SECTION 13 REGARDING LACK OF ISO TREATMENT FOR CERTAIN
      POST-TERMINATION EXERCISES.





AGREEMENT
      entered into as of the date set forth on the signature page hereto by and
      between SyntheMed, Inc., a Delaware corporation, with a business address of
      200
      Middlesex Essex Turnpike, Iselin, New Jersey 08830, together with its
      subsidiaries, if any, the "Company"), and the undersigned (the
      "Grantee").





WHEREAS,
      the Company desires to grant to the Grantee an incentive stock option under
      the
      Company’s 2006 Stock Option Plan (the “2006 Plan”) to acquire shares of the
      Company's Common Stock, $.001 par value (the "Shares"); and





WHEREAS,
      the 2006 Plan provides that each option is to be evidenced by an option
      agreement, setting forth the terms and conditions of the option.




NOW
      THEREFORE, in consideration of the premises and of the mutual covenants and
      agreements contained herein, the Company and the Grantee hereby agree as
      follows:





1 . Grant
      of Option .





The
      Company hereby grants to the Grantee an incentive stock option (the "Option")
      under the 2006 Plan to purchase all or any part of an aggregate of the number
      of
      Shares set forth on the signature page to this Agreement on the terms and
      conditions hereinafter set forth. The Option is intended to be treated as an
      incentive stock option under Section 422 of the Internal Revenue Code of 1986,
      as amended (the "Code").





2 . Purchase
      Price .





The
      purchase price ("Purchase Price") for the Shares covered by the Option shall
      be
      the dollar amount per share set forth on the signature page to this
      Agreement.





3 . Time
      of Vesting and Exercise of Option .





Subject
      to Section 4 hereof, the Option shall vest and become exercisable on the dates
      and as to the installment amounts set forth on the signature page to this
      Agreement. To the extent the Option (or any portion thereof) is not exercised
      by
      the Grantee when it becomes exercisable, it shall not expire, but shall be
      carried forward and shall be exercisable, on a cumulative basis, until the
      Expiration Date (as hereinafter defined) or until earlier termination as
      hereinafter provided.





4 . Term;
      Extent of Exercisability .





The
      Option shall expire as to each installment amount on the date set forth next
      to
      each such amount on the signature page to this Agree-ment (the "Expiration
      Date"), subject to earlier termination as herein provided.





(a) Termination
      Without Cause. In the event the Grantee’s employment or service is
      terminated  1


by
      the
      Company for any reason other than “disability”, death or for “cause”
(collectively, a “Termination without cause”), the Option shall become one
      hundred percent vested and fully exercisable immediately, and shall terminate
      on
      the earlier to occur of (i) the first anniversary of the date on which the
      Grantee’s employment or service is terminated by the Company, or second
      anniversary thereof in the case of such termination during the first year of
      the
      Option’s term, and (ii) the the date of expiration of the Option term.





(b) Termination
      For Cause. In the event the Grantee’s employment or service is terminated by the
      Company for “cause”, the Option shall terminate as of the date the Grantee’s
      employment or service is terminated by the Company and the Grantee shall
      automatically forfeit all shares underlying any exercised portion of the Option
      for which the Company has not yet delivered the share certificates, upon refund
      by the Company of the Exercise Price paid by the Grantee for such
      shares.





(c) Termination
      Due to Disability. In the event the Grantee’s employment or service is
      terminated by the Company on account of Grantee’s “disability”, the Option shall
      become one hundred percent vested and fully exercisable by the Grantee
      immediately, and shall terminate on the earlier to occur of the first
      anniversary thereof or the date of expiration of the Option term.





(d) Termination
      Due to Death. If the Grantee dies while employed by or providing service to
      the
      Company, the Option shall become one hundred percent vested and fully
      exercisable by the Grantee immediately, and shall terminate on the later to
      occur of the first anniversary thereof or six months after the probate of the
      Grantee’s estate, but in any event no later than the date of expiration of the
      Option Term.





(e) Voluntary
      Termination. In the event the Grantee terminates his or her employment with
      or
      services to the Company at his or her own volition, the Option shall, unless
      the
      Committee determines otherwise, terminate on the expiration of six (6) months
      after the date on which the Grantee’s employment with or service to the Company
      is terminated, or one (1) year in the case of termination of employment or
      services during the first year of the Option term, but in no event later than
      the date of expiration of the Option term. Any portion of the Option that is
      not
      exercisable as of the date on which the Grantee’s employment with or service to
      the Company is terminated shall terminate as of such date unless the Committee
      determines otherwise.





(f) Termination
      Without Cause Upon a Change of Control. Notwithstanding the provisions of
      Section 4(a) above, if the Grantee’s employment or service is terminated by the
      Company on account of a “termination without cause” during the one year period
      following a Change of Control, as such term is defined in the 2006 Plan, the
      Option shall become one hundred percent vested and fully exercisable for the
      two
      year period after the date on which the Grantee’s employment or service is
      terminated by the Company, but in no event later than the date of expiration
      of
      the Option term.




(g)
            For
                purposes of this Section 4:





(i) The
      term
“Company” shall mean the Company and its parent and subsidiary corporations, or
      any successor thereto.





(ii) The
      term
“disability” shall mean a Grantee’s becoming disabled within the meaning of
      section 22(e)(3) of the Code.





(iii) The
      term
“termination for cause” shall mean, except to the extent specified otherwise by
      the Committee that the Grantee has materially breached his or her employment
      or
      service contract with the Company, or has been engaged in fraud, embezzlement,
      theft, commission of a felony in the course of his or her employment or service
      which is injurious to the Company, or has disclosed trade secrets or
      confidential information of the Company to persons not entitled to receive
      such
      information. If this clause (iii) conflicts with the definition of “Cause” or
“termination for cause” (or any similar definition) in an employment or service
      agreement between the Company and the Grantee, the terms of the employment
      or
      service agreement shall govern.  2


5 . Manner
      of Exercise of Option .





( a ) To
      the
      extent that the right to exercise the Option has accrued and is in effect,
      the
      Option may be exercised in full or in part by giving written notice to the
      Company stating the number of Shares as to which the Option is being exer-cised
      and accompanied by payment in full for such Shares. No partial exercise may
      be
      made for less than one hundred (100) full Shares of Common Stock. Payment shall
      be made in accordance with the terms of the 2006 Plan. Upon such exercise,
      delivery of a certificate for paid-up, non-assessable Shares shall be made
      at
      the principal office of the Company to the person exercising the Option, not
      less than fifteen (15) and not more than forty-five (45) days from the date
      of
      receipt of the notice by the Company.





( b ) The
      Company shall at all times during the term of the Option reserve and keep
      available such number of Shares of its Common Stock as will be sufficient to
      satisfy the requirements of the Option.





6 . Non-Transferability .





During
      the Grantee’s lifetime, the Option shall only be exercisable by the Grantee.The
      Option is not transferable by the Grantee except (i) by will, (ii) by the laws
      of descent and distribution or (iii) as otherwise permitted under Rule
      421-1(b)(2) promulgated under the Code (or any successor rule) and approved
      by
      the Committee. If the Grantee dies prior to termination of the Option, any
      person designated by the Grantee to exercise the Option or other person entitled
      to succeed to the rights of the Grantee (“Successor Grantee”) may exercise the
      Grantee’s rights under the Option. A Successor Grantee must furnish proof
      satisfactory to the Company of his or her right to receive the
      Option.





7 . Representation
      Letter and Investment Legend .





In
      the
      event that for any reason the Shares to be issued upon exercise of the Option
      shall not be effectively registered under the Securities Act of 1933 (" 1933
      Act"), upon any date on which the Option is exercised in whole or in part,
      the
      person exercising the Option shall give a written representation to the Company
      in the form attached hereto as Exhibit 1 and the Company shall place an
      "investment legend", so-called, as described in Exhibit 1, upon any certificate
      for the Shares issued by reason of such exercise.





8.
            Adjustments
                on Changes in Capitalization.





Adjustments
      on changes in capitalization and the like shall be made in accordance with
      the
      2006 Plan.





9 . No
      Special Employment Rights .





Nothing
      contained in this Option shall be construed or deemed by any person under any
      circumstances to bind the Company to continue the employment of the Grantee
      for
      the period within which this Option may be exercised or otherwise. However,
      during the period of the Grantee's employment, the Grantee shall render
      diligently and faithfully the services which are assigned to the Grantee from
      time to time by the Board of Directors or by the executive officers of the
      Company and shall at no time take any action which directly or indi-rectly
      would
      be inconsistent with the best interests of the Company.





10 . Rights
      as a Stockholder .





The
      Grantee shall have no rights as a stockholder with respect to any Shares which
      may be purchased by exercise of this Option unless and until a certificate
      or
      certificates representing such Shares are duly issued and delivered to the
      Grantee.





11. Notice
      of Disqualifying Disposition .




If
      the
      Grantee sells or otherwise disposes of any of the Shares acquired pursuant
      to
      the exercise of the Option on or before the later of (i) the date that is two
      years after the date of grant of the Option, and (ii) the date  3


that
      is
      one (1) year after the transfer of the Shares to the Grantee upon exercise
      of
      the Option, the Grantee shall promptly make the information regarding such
      disposition available to the Company.




12. Withholding
      of Taxes .




The
      Company shall be entitled to refrain form issuing any Shares upon exercise
      of
      the Option until appropriate arrangements satisfactory to the Company have
      been
      made for the payment of any tax amounts (federal, state, local or other) that
      may be required to be withheld or paid with respect thereto at the minimum
      statutory rate. The Company shall have the right to take such action as may
      be
      necessary or appropriate to satisfy any such tax obligations including, without
      limitation, deducting the same from any other remuneration owing to the Grantee.
      The Company may, in its sole discretion and in accordance with procedures it
      may
      establish, permit the Grantee to satisfy any such tax obligation through
      election to withhold Shares purchased upon exercise of the Option or by delivery
      to the Company of already owned shares of Common Stock. The Grantee acknowledges
      that if he or she is subject to Section 16 of the Securities Exchange Act of
      1934, payment of taxes in such manner may be deemed under Section 16 to be
      non-exempt “sales” of the shares so withheld or delivered unless approved in
      advance by the Board of Directors or by the Committee.




13. No
      Guarantee of Tax Consequences; Lack of ISO treatment for Certain
      Exercises .




The
      Company makes no representation, commitment or guarantee that any federal or
      state tax treatment will apply or be available to any person eligible for the
      benefits under the Option. Under Federal income tax rules in effect on the
      grant
      date, the exercise of incentive stock options will not result in taxable income
      to the grantee provided that the grantee was, without a break in service, an
      employee of the grantor company or a subsidiary during the period beginning
      on
      the date of grant and ending on the date three months prior to the date of
      exercise (or one year prior to the date of exercise if the grantee is deceased
      or disabled). Under certain circumstances, this Option permits exercise for
      limited periods of time after such three-month period. **If
      the Option is exercised after such three-month period, it will not be considered
      an incentive stock option and the exercise will generally result in recognition
      of taxable income. The Grantee is advised to obtain tax advice regarding the
      exercise of the Option and sale of the underlying stock.**







14. 2006
      Plan .




The
      Option is granted pursuant to the 2006 Plan and the Option and this Agreement
      are subject to the provisions of the 2006 Plan, which is hereby incorporated
      herein and is made a part hereof. By execution of this Agreement, the Grantee
      agrees to be bound by all of the terms, provisions, conditions and limitations
      of the 2006 Plan as implemented by the Option and this Agreement, together
      with
      all rules and determinations from time to time issued by the Board of Directors
      or Committee pursuant to the 2006 Plan.










[SIGNATURE
      PAGE FOLLOWS]  4





IN
      WITNESS WHEREOF, the Company has caused this Agreement to be exe-cuted, and
      the
      Grantee has hereunto set his or her hand, all as of the day of **.**





SYNTHEMED,
      INC.






By:


Title:








GRANTEE




Print
      Name:




Sign
      Name:




Address:




Social
      Security Number:













**OPTION
      INFORMATION**





Total
      Number of Shares Underlying Option:


Purchase
      Price Per Share:





**VESTING
      & EXPIRATION SCHEDULE**




**Vesting
                Date**
            
            **Number
                of Shares**
            
            **Expiration
                Date**





5




**EXHIBIT
      1**


**TO
      STOCK OPTION AGREEMENT**





Gentlemen:





In
      connection with the exercise by me of an option to purchase shares of Common
      Stock, $.001 par value, of SyntheMed, Inc. (the "Company"), I hereby
      acknowl-edge that I have been informed as follows:




1 . The
      shares of Common Stock of the Company to be issued to me pursuant to the
      exercise of said option (the "Shares") have not been registered under the
      Securities Act of 1933, as amended (the "Securities Act") and, accordingly,
      must
      be held indefinitely unless the Shares are subsequently regis-tered under the
      Securities Act, or an exemption from such registration is
      available.





2 . Routine
      sales of securities made in reliance upon Rule 144 under the Securities Act
      can
      be made only after the holding period provided by that Rule has been satisfied,
      and, in any sale to which that Rule is not applicable, registration or
      compliance with some other exemp-tion under the Securities Act will be
      required.





3 . The
      availability of Rule 144 is dependent upon adequate current public infor-mation
      with respect to the Company being available and, at the time that I may desire
      to make a sale pursuant to the Rule, the Company may neither wish nor be able
      to
      comply with such requirement.





In
      consideration of the issuance of certificates for the Shares to me, I hereby
      represent and warrant that I am acquiring the Shares for my own account for
      investment, and that I will not sell, pledge or transfer the Shares in the
      absence of an effective registration state-ment covering the same, except as
      permitted by the provisions of Rule 144, if applicable, or some other applicable
      exemption under the Securities Act. In view of this representation and warranty,
      I agree that there may be affixed to the certificates for the Shares to be
      issued to me, and to all certificates issued hereafter representing the Shares
      (until in the opinion of counsel, which opinion must be reasonably satisfactory
      in form and substance to counsel for the Company, it is no longer necessary
      or
      required) a legend as follows:





"The
                securities represented by this certificate have not been registered
                under
                the Securities Act of 1933, as amended, and were acquired by the
                registered holder pursuant to a representation and warranty that
                such
                holder was acquir-ing the Shares for his own account and for investment,
                with no intention of transfer or disposition of the same in violation
                of
                the registration requirements of that Act. These securities may not
                be
                sold, pledged, or transferred in the absence of an effective registration
                statement under such Act, or an opinion of counsel, which opinion
                is
                reasonably satisfactory to counsel to the Company, to the effect
                that
                registration is not required under such
                Act."





I
      further
      agree that the Company may place a stop transfer order with its transfer agent,
      prohibiting the transfer of the Shares, so long as the legend remains on the
      certificates represent-ing the Shares.





Very
      truly yours,














Dated:
      _____________


6




**SYNTHEMED,
      INC.**


**STOCK
      OPTION AGREEMENT**


**UNDER
      THE 2006 STOCK OPTION PLAN**





**(Non-Qualified
      Stock Option)**




AGREEMENT
      entered into as of the date set forth on the signature page hereto by and
      between SyntheMed, Inc., a Delaware corporation, with a business address of
      PO
      Box 219, Little Silver, New Jersey (together with its subsidiaries, if any,
      the
      "Company"), and the undersigned (the "Grantee").





WHEREAS,
      the Company desires to grant to the Grantee a non-qualified stock option under
      the Company’s 2006 Stock Option Plan (the “2006 Plan”) to acquire shares of the
      Company's Common Stock, $.001 par value (the "Shares"); and





WHEREAS,
      the 2006 Plan provides that each option is to be evidenced by an option
      agreement, setting forth the terms and conditions of the option.




NOW
      THEREFORE, in consideration of the premises and of the mutual covenants and
      agreements contained herein, the Company and the Grantee hereby agree as
      follows:





1 . Grant
      of Option .





The
      Company hereby grants to the Grantee a non-qualified stock option (the "Option")
      under the 2006 Plan to purchase all or any part of an aggregate of the number
      of
      Shares set forth on the signature page to this Agreement on the terms and
      conditions hereinafter set forth. The Option shall NOT be treated as an
      incentive stock option under Section 422 of the Internal Revenue Code of 1986,
      as amended (the "Code").





2 . Purchase
      Price .





The
      purchase price ("Purchase Price") for the Shares covered by the Option shall
      be
      the dollar amount per share set forth on the signature page to this
      Agreement.





3 . Time
      of Vesting and Exercise of Option .





Subject
      to Section 4 hereof, the Option shall vest and become exercisable on the dates
      and as to the installment amounts set forth on the signature page to this
      Agreement. To the extent the Option (or any portion thereof) is not exercised
      by
      the Grantee when it becomes exercisable, it shall not expire, but shall be
      carried forward and shall be exercisable, on a cumulative basis, until the
      Expiration Date (as hereinafter defined) or until earlier termination as
      hereinafter provided.





4 . Term;
      Extent of Exercisability .





The
      Option shall expire as to each installment amount on the date set forth next
      to
      each such amount on the signature page to this Agree-ment (the "Expiration
      Date"), subject to earlier termination as herein provided.





(a) Termination
      Without Cause. In the event the Grantee’s employment or service is terminated by
      the Company for any reason other than “disability”, death or for “cause”
(collectively, a “Termination without cause”), the Option shall become one
      hundred percent vested and fully exercisable immediately, and shall terminate
      on
      the earlier to occur of (i) the first anniversary of the date on which the
      Grantee’s employment or service is terminated by the Company, or second
      anniversary thereof in the case of such termination during the first year of
      the
      Option’s term,  7


and
      (ii)
      the date of expiration of the Option term.





(b) Termination
      For Cause. In the event the Grantee’s employment or service is terminated by the
      Company for “cause”, the Option shall terminate as of the date the Grantee’s
      employment or service is terminated by the Company and the Grantee shall
      automatically forfeit all shares underlying any exercised portion of the Option
      for which the Company has not yet delivered the share certificates, upon refund
      by the Company of the Exercise Price paid by the Grantee for such
      shares.





(c) Termination
      Due to Disability. In the event the Grantee’s employment or service is
      terminated by the Company on account of Grantee’s “disability”, the Option shall
      become one hundred percent vested and fully exercisable by the Grantee
      immediately, and shall terminate on the earlier to occur of the first
      anniversary thereof or the date of expiration of the Option term.




(d) Termination
      Due to Death. In the event of the death of the Grantee, the Option shall become
      one hundred percent vested and fully exercisable by the Grantee immediately,
      and
      shall terminate on the earlier to occur of the first anniversary thereof or
      six
      months after the probate of the Grantee’s estate, but in any event no later than
      the date of expiration of the Option term.





(e) Voluntary
      Termination. In the event the Grantee terminates his or her employment with
      or
      services to the Company at his or her own volition, the Option shall, unless
      the
      Committee determines otherwise, terminate on the expiration of six (6) months
      after the date on which the Grantee’s employment with or service to the Company
      is terminated, or one (1) year in the case of termination of employment or
      services during the first year of the Option term, but in no event later than
      the date of expiration of the Option term. Any portion of the Option that is
      not
      exercisable as of the date on which the Grantee’s employment with or service to
      the Company is terminated shall terminate as of such date unless the Committee
      determines otherwise.





(f) Termination
      Without Cause Upon a Change of Control. Notwithstanding the provisions of
      Section 4(a) above, if the Grantee’s employment or service is terminated by the
      Company on account of a “termination without cause” during the one year period
      following a Change of Control, as such term is defined in the 2006 Plan, the
      Option shall become one hundred percent vested and fully exercisable for the
      two
      year period after the date on which the Grantee’s employment or service is
      terminated by the Company, but in no event later than the date of expiration
      of
      the Option term.





(g) For
      purposes of this Section 4:





(i) The
      term
“Company” shall mean the Company and its parent and subsidiary corporations, or
      any successor thereto.





(ii) The
      term
“disability” shall mean a Grantee’s becoming disabled within the meaning of
      section 22(e)(3) of the Code.





(iii) The
      term
“termination for cause” shall mean, except to the extent specified otherwise by
      the Committee that the Grantee has materially breached his or her employment
      or
      service contract with the Company, or has been engaged in fraud, embezzlement,
      theft, commission of a felony in the course of his or her employment or service
      which is injurious to the Company, or has disclosed trade secrets or
      confidential information of the Company to persons not entitled to receive
      such
      information. If this clause (iii) conflicts with the definition of “Cause” or
“termination for cause” (or any similar definition) in an employment or service
      agreement between the Company and the Grantee, the terms of the employment
      or
      service agreement shall govern.





5 . Manner
      of Exercise of Option .





( a ) To
      the extent
      that the right to exercise the Option has accrued and is in effect, the
      Option  8


may
      be
      exercised in full or in part by giving written notice to the Company stating
      the
      number of Shares as to which the Option is being exer-cised and accompanied
      by
      payment in full for such Shares. No partial exercise may be made for less than
      one hundred (100) full Shares of Common Stock. Payment shall be made in
      accordance with the terms of the 2006 Plan. Upon such exercise, delivery of
      a
      certificate for paid-up, non-assessable Shares shall be made at the principal
      office of the Company to the person exercising the Option, not less than fifteen
      (15) and not more than forty-five (45) days from the date of receipt of the
      notice by the Company.





( b ) The
      Company shall at all times during the term of the Option reserve and keep
      available such number of Shares of its Common Stock as will be sufficient to
      satisfy the requirements of the Option.




6 . Non-Transferability .





Except
      as
      provided below, only the Grantee or his or her authorized representative may
      exercise rights under the Option. The Grantee may not transfer the Option except
      (i) by will, (ii) by the laws of descent and distribution, (iii) to the Company
      (as contemplated by Rule 16b-3 of the Exchange Act, (iv) pursuant to a domestic
      relations order (as defined under the Code or Title I of the Employee Retirement
      Income Security Act of 1974, as amended, or the regulations thereunder), or
      (v)
      as otherwise permitted by the Committee. If the Grantee dies prior to
      termination of the Option, any person designated by the Grantee to exercise
      the
      Option or other person entitled to succeed to the rights of the Grantee
      (“Successor Grantee”) may exercise the Grantee’s rights under the Option. A
      Successor Grantee must furnish proof satisfactory to the Company of his or
      her
      right to receive the Option.





7 . Representation
      Letter and Investment Legend .





In
      the
      event that for any reason the Shares to be issued upon exercise of the Option
      shall not be effectively registered under the Securities Act of 1933 (" 1933
      Act"), upon any date on which the Option is exercised in whole or in part,
      the
      person exercising the Option shall give a written representation to the Company
      in the form attached hereto as Exhibit 1 and the Company shall place an
      "investment legend", so-called, as described in Exhibit 1, upon any certificate
      for the Shares issued by reason of such exercise.





8.
            Adjustments
                on Changes in Capitalization.





Adjustments
      on changes in capitalization and the like shall be made in accordance with
      the
      2006 Plan.





9 . No
      Special Employment Rights .





The
      provisions of this Section 9 are applicable only to Grantees who are employ-ees
      of the Company. Nothing contained in this Option shall be construed or deemed
      by
      any person under any circumstances to bind the Company to continue the
      employment of the Grantee for the period within which this Option may be
      exercised. However, during the period of the Grantee's employment, the Grantee
      shall render diligently and faithfully the services which are assigned to the
      Grantee from time to time by the Board of Directors or by the executive officers
      of the Company and shall at no time take any action which directly or
      indi-rectly would be inconsistent with the best interests of the Company.





10 . Rights
      as a Stockholder .





The
      Grantee shall have no rights as a stockholder with respect to any Shares which
      may be purchased by exercise of this Option unless and until a certificate
      or
      certificates representing such Shares are duly issued and delivered to the
      Grantee.


9





11 . Withholding
      Taxes .




The
      Company shall be entitled to refrain form issuing any Shares upon exercise
      of
      the Option until appropriate arrangements satisfactory to the Company have
      been
      made for the payment of any tax amounts (federal, state, local or other) that
      may be required to be withheld or paid with respect thereto at the minimum
      statutory rate. The Company shall have the right to take such action as may
      be
      necessary or appropriate to satisfy any such tax obligations including, without
      limitation, deducting the same from any other remuneration owing to the Grantee.
      The Company may, in its sole discretion and in accordance with procedures it
      may
      establish, permit the Grantee to satisfy any such tax obligation through
      election to withhold Shares purchased upon exercise of the Option or by delivery
      to the Company of already owned shares of Common Stock. The Grantee acknowledges
      that if he or she is subject to Section 16 of the Securities Exchange Act of
      1934, payment of taxes in such manner may be deemed under Section 16 to be
      non-exempt “sales” of the shares so withheld or delivered unless approved in
      advance by the Board of Directors or by the Committee.




12. No
      Guarantee of Tax Consequences .




The
      Company makes no representation, commitment or guarantee that any federal or
      state tax treatment will apply or be available to any person eligible for the
      benefits under the Option.





13. 2006
      Plan .




The
      Option is granted pursuant to the 2006 Plan and the Option and this Agreement
      are subject to the provisions of the 2006 Plan, which is hereby incorporated
      herein and is made a part hereof. By execution of this Agreement, the Grantee
      agrees to be bound by all of the terms, provisions, conditions and limitations
      of the 2006 Plan as implemented by the Option and this Agreement, together
      with
      all rules and determinations from time to time issued by the Board of Directors
      or Committee pursuant to the 2006 Plan.






[SIGNATURE
      PAGE FOLLOWS]  10


IN
      WITNESS WHEREOF, the Company has caused this Agreement to be exe-cuted, and
      the
      Grantee has hereunto set his or her hand, all as of _______________ 10 th day of
      May, 2006 **.**





SYNTHEMED,
        INC.
   By:
 Title:
        President and CEO
 
 
 GRANTEE
  Print
        Name:
  Sign
        Name:
  Address:
  Social
        Security Number:
  
 
 
 **OPTION
        INFORMATION**
 
 Total
        Number of Shares Underlying Option:
 Purchase
        Price Per Share:
 
 **VESTING
        & EXPIRATION SCHEDULE**
  **Vesting
                  Date**
              
              **Number
                  of Shares**
              
              **Expiration
                  Date**
 
 11
  **EXHIBIT
        1**


**TO
      STOCK OPTION AGREEMENT**





Gentlemen:





In
      connection with the exercise by me of an option to purchase shares of Common
      Stock, $.001 par value, of SyntheMed, Inc. (the "Company"), I hereby
      acknowl-edge that I have been informed as follows:




1 . The
      shares of Common Stock of the Company to be issued to me pursuant to the
      exercise of said option (the "Shares") have not been registered under the
      Securities Act of 1933, as amended (the "Securities Act") and, accordingly,
      must
      be held indefinitely unless the Shares are subsequently regis-tered under the
      Securities Act, or an exemption from such registration is
      available.





2 . Routine
      sales of securities made in reliance upon Rule 144 under the Securities Act
      can
      be made only after the holding period provided by that Rule has been satisfied,
      and, in any sale to which that Rule is not applicable, registration or
      compliance with some other exemp-tion under the Securities Act will be
      required.





3 . The
      availability of Rule 144 is dependent upon adequate current public infor-mation
      with respect to the Company being available and, at the time that I may desire
      to make a sale pursuant to the Rule, the Company may neither wish nor be able
      to
      comply with such requirement.





In
      consideration of the issuance of certificates for the Shares to me, I hereby
      represent and warrant that I am acquiring the Shares for my own account for
      investment, and that I will not sell, pledge or transfer the Shares in the
      absence of an effective registration state-ment covering the same, except as
      permitted by the provisions of Rule 144, if applicable, or some other applicable
      exemption under the Securities Act. In view of this representation and warranty,
      I agree that there may be affixed to the certificates for the Shares to be
      issued to me, and to all certificates issued hereafter representing the Shares
      (until in the opinion of counsel, which opinion must be reasonably satisfactory
      in form and substance to counsel for the Company, it is no longer necessary
      or
      required) a legend as follows:





"The
                securities represented by this certificate have not been registered
                under
                the Securities Act of 1933, as amended, and were acquired by the
                registered holder pursuant to a representation and warranty that
                such
                holder was acquir-ing the Shares for his own account and for investment,
                with no intention of transfer or disposition of the same in violation
                of
                the registration requirements of that Act. These securities may not
                be
                sold, pledged, or transferred in the absence of an effective registration
                statement under such Act, or an opinion of counsel, which opinion
                is
                reasonably satisfactory to counsel to the Company, to the effect
                that
                registration is not required under such
                Act."





I
      further
      agree that the Company may place a stop transfer order with its transfer agent,
      prohibiting the transfer of the Shares, so long as the legend remains on the
      certificates represent-ing the Shares.





Very
      truly yours,







Dated:
      _____________


12