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                              CONSULTING AGREEMENT


     THIS CONSULTING AGREEMENT is made and entered into as of the 1st day of
May, 2004 by and between Vascular Sciences Corporation, a Delaware corporation
(the "Company"), and Richard C. Davis, Jr., M.D. (the "Consultant").


                              W I T N E S S E T H:

     WHEREAS, the Company desires that the Consultant provide advice and counsel
to the Company concerning various matters associated with its business.

     NOW, THEREFORE, in consideration of the premises and the mutual covenants
contained herein, the parties agree as follows:

     1.   Description of Services. The Company hereby engages the Consultant to
provide advice and counsel to the Company on matters related to its business and
shall have such other duties as may from time to time be reasonably assigned to
him by the President of the Company.

     2.   Term. The term of this Agreement shall begin as of the date set forth
above and shall terminate on April 30, 2005.

     3.   Fee. The fee for services provided in accordance with this Agreement
will be a base fee of $6,250 per month, subject to such reductions as may be
agreed upon by the parties or required by law. The Company shall also pay to the
Consultant a cash bonus in the amount of $2,083 monthly. Such amounts shall be
payable on or before the 15th day of each month with respect to the preceding
calendar month. The Consultant shall be reimbursed for all usual and customary
out-of-pocket expenses incurred as the result of any and all business-related
activities pursuant to this Agreement, in accordance with a uniform policy
established by the Board of Directors of the Company from time to time;
provided, however, that reimbursement under this Section shall not be made until
and unless the Consultant has furnished the Company with an appropriate receipt
or such other documents as may be reasonably required by the Company to
substantiate the nature and amount of the expenses incurred by the Consultant.

     4.   Termination without Cause. The Consultant or the Company may
voluntarily elect to terminate this Agreement without cause by delivering to the
other party, at least sixty (60) days prior to the date upon which termination
is desired, written notice of such intention to terminate; provided, however,
that, the Company shall have the right to relieve the Consultant, in whole or in
part, of his duties under this Agreement (without reduction in compensation) or
to accelerate the date of termination, with compensation to the Consultant
payable only to the date of termination.

     5.   Relationship of Parties.

          (a) The parties intend that an independent contractor relationship be
created by this Agreement. The conduct and control of the work will lie solely
with the Consultant. The Consultant shall perform such work in accordance with
currently approved methods and procedures for consulting services
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          (b)  The Consultant shall not be considered an agent or employee of
the Company for any purpose and will not be entitled to any of the benefits the
Company provides for its employees.

     6.   Prior Agreement. The parties agree that the Employment Agreement
between the parties is hereby terminated; provided, however, that the provisions
of Sections 9 through 14 of such Employment Agreement shall continue in effect
and shall be deemed incorporated by reference into this Agreement.

     7.   Governing Law. This Agreement shall be construed and enforced in
accordance with the laws of the State of Florida. Furthermore, the parties to
this Agreement acknowledge and confirm that the proper, exclusive and
convenient venue for any legal proceeding instituted in connection with this
Agreement, and with respect to any rights and liabilities hereunder, shall be
Pinellas County, Florida, and each party waives any defense, whether asserted
by motion or pleading, that Pinellas County, Florida is an improper or
inconvenient venue, and each party hereby consents to the personal jurisdiction
of any court of competent jurisdiction located in Pinellas County, Florida.

     8.   Arbitration. The Company and the Consultant agree that any dispute or
controversy arising out of, in relation to, or in connection with this
Agreement, or the making, interpretation, construction, performance or breach
thereof, shall be finally settled by binding arbitration under the then current
rules of the American Arbitration Association by one (1) arbitrator appointed
in accordance with such rules. The arbitrator may grant injunctive or other
relief in such dispute or controversy. The decision of the arbitrator shall be
final, conclusive and binding on the parties to the arbitration. Judgment may
be entered on the arbitrator's decision in any court of competent jurisdiction.
The parties agree that, any provision of applicable law notwithstanding, they
will not request, and the arbitrator shall have no authority to award, punitive
or exemplary damages against any party. The costs of the arbitration, including
administrative and arbitrator's fees, attorneys, fees and expert witness fees
shall be borne by the nonprevailing party.

     IN WITNESS WHEREOF, the parties have executed this Consulting Agreement as
of the day and date first above written.



                                             Vascular Sciences Corporation



                                             By: /s/ Elias Vamvakas
                                                 --------------------------
                                                 Elias Vamvakas



                                                   /s/ Richard Davis
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                                               Richard C. Davis, Jr., M.D.

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