DIRECTOR'S AGREEMENT
                              --------------------

     This Director's Agreement (this "Agreement") is made and entered into as of
the  29  day  of  April, 2004, (the "Effective Date"), by and between Jeffrey H.
Adduci  (hereinafter  referred to as "Director") and PharmaFrontiers Corporation
(together  with  any successor to the business of PharmaFrontiers Corporation by
merger, consolidation or other form of business combination hereinafter referred
to  collectively  as  "PharmaFrontiers").

                                  WITNESSETH:

     WHEREAS,  the  shareholders  of  PharmaFroatiers  wish to elect Director to
serve  on  the Board of Directors (the "Board") of PharmaFrontiers, and Director
has  agreed  to  serve  at the pleasure of the shareholders and on the terms and
conditions  below;  and

     WHEREAS, PharmaFrontiers' success requires the protection of its
intellectual property, proprietary information and goodwill;

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

1.   Nomination  as  Director

     PharmaFrontiers  agrees  to  nominate  Director  for  election  by  the
shareholders of PharmaFrontiers as a director of PharraFrontiers, and, upon such
election,  Director  agrees that Director will devote the amount of time, skill,
and  efforts during the term of this Agreement to the affairs of PharmaFrontiers
as  may  be reasonably requested and required of Director and in accordance with
the  dunes  and obligations imposed upon directors of corporations by applicable
law_

     Compensation

     As  compensation  for  serving as a member of the Board of PharmaFrontiers,
PharmaFrontiers  agrees  upon  the  execution  and delivery of this Agreement to
PharmaFrontiers,  to  issue  to  Director Twenty Thousand (20,000) shares of the
common  stock of PharmaFrontiers. In addition, PharmaFrontiers will pay Director
the sum of $5,000.00 annually for each year the Director serves as a Director of
PhannaFronuers,  which  shall  compensate Director for his expenses in attending
and participating in meetings of the Board. Al] compensation paid Director shall
be  subject to such payroll and withholding deductions as may be required by law
or  the  policies  of  PharmaFrontiers.

3.   Confidential  and  Proprietary  Information;  Documents

     3.1  PharmaFrontiers  shall provide Director with information deemed secret
and  confidential by PharmaFrontiers. Such secret or confidential information or
know-how  of  PharmaFrontiers  (referred  to  collectively  as  "Confidential
Information")  shall  include, without limitation, the following: the status and
plans  for  research  and  development;  materials,  cells,  tissues,  and other
biological  samples  and  specimens;  cell  banking  methods,  apparatus,  and


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services; pending and planned patent applications (until published by the Patent
Office);  invention  disclosures;  research  and technical data and information;
methods  of  creating,  preparing,  and  using  stem  cells and other biological
materials;  license,  sublicense,  and other agreements relating to intellectual
property  rights;  PharmaFrontiers'  plans;  customer  or  contact  information;
contributor  information;  strategies,  costs,  prices,  uses,  applications  of
products  and  services; results of and data from investigations or experiments:
all  apparatus,  products,  processes, compositions, samples, formulas, computer
programs,  pricing policy, financial information, and methods of doing business;
policy  and/or procedure manuals, training and recruiting procedures; accounting
procedures;  the  status  and  content  of  PharmaFrontiers'  contracts with its
contributors,  clients, and customers; PharmaFrontiers' business philosophy, and
servicing  methods  and  techniques;  all  at  any  time  used,  developed,  or
investigated  by  PharmaFrontiers,  before or during the term of this Agreement,
which  are  not  generally  available  to  the public or which are maintained as
confidential  by  PharmaFrontiers.

      3.2 Director recognizes and acknowledges that Director will have access to
certain  information of PharmaFrontiers that is confidential and proprietary and
constitutes  valuable  and  unique  property of PharmaFrontiers. Director agrees
that  Director  will not at any time, either during or subsequent to the term of
this  Agreement, disclose to others, use, copy or permit to be copied, except in
pursuance  of  Director's  duties  on behalf of PharmaFrontiers, its successors,
assigns  or  nominees,  or  as  required  by  the  order  of any tribunal having
jurisdiction  or  by  mandatory  provisions  of applicable law, any Confidential
Information  or know-how of PharmaFrontiers without the prior written consent of
the  Board of PharmaFrontiers. Director further agrees to maintain in confidence
any confidential information of third parties received as a result of Director's
relationship  with  PharmaFrontiers.

      3.3  Director  further agrees to deliver to PharmaFrontiers promptly after
his  resignation,  removal  or failure to be nominated or elected as a member of
the  Board,  all biological materials correspondence, memoranda, notes, records,
drawings,  sketches,  plans, customer, e lient and/or contributor lists, product
compositions,  or  other  documents  and  all  copies  thereof (all of which are
hereafter  referred  to  as  the  "Documents"),  made,  composed  or received by
Director, solely or jointly with others, and which are in Director's possession,
custody,  or  control  at  such  date and which are related in any manner to the
past,  present,  or  anticipated  business  of  PharmaFrontiers.

      3.4  Director  further  agrees  that Director will not, during the term of
this Agreement, and on behalf of PharmaFrontiers accept or agree to receive from
persons  not  employed  by  PharmaFrontiers,  any  confidential  information not
belonging to PharmaFrontiers, unless prior to such receipt or acceptance a valid
agreement  has  been  executed  between PharmaFrontiers and the disclosing party
that states that PharmaFrontiers will not be in a confidential relationship with
the  disclosing  party.  Director  further  agrees that Director will not use in
violation  of'  any  confidentiality  obligation  binding  upon  Director  any
confidential  information  belonging  to  Director's  employer  or  any  former
employer,  or  any  other  third  parties.

     3.5     In  the  event  of a breach  or  threatened  breach  of any  of the
provisions  of  Section 4. or any breach by Director of his fiduciary obligation
to  PharmaFrontiers  and  its  shareholders,


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PharmaFrontiers  shall  be entitled to an injunction ordering the return of such
Documents  and any and all copies thereof and restraining Director from using or
disclosing,  for  Director's  benefit  or  the benefit of others, in whole or in
part,  any  Confidential  Information,  including  but  not  limited  to  the
Confidential  Information  which  such Documents contain, constitute, or embody.
Director  further  agrees  that  any  breach  or threatened breach of any of the
provisions  of  Section  4 would cause irreparable injury to PharmaFrontiers for
which it would have no adequate remedy at law. Nothing herein shall be construed
as  prohibiting PharmaFrontiers from pursuing any other remedies available to it
for  any  such  breach  or threatened breach, including the recovery of damages.

4.   Noncompetition/No-Hire  Agreement

     4.1 Director agrees that, from the Effective Date until a period of one (l)
year following the date of his resignation removal or failure to be nominated or
elected  as  a member of the Board, (the "Noncompetition Period"), Director will
not  directly or indirectly, either as an employee, employer, consultant, agent,
principal,  partner,  corporate officer, director, or in any other individual or
representative  capacity,  engage  or  participate in any "Competitive Business"
anywhere  in  the  United  States  of America, Canada or the European Union (the
"Noncompetition Territory"). As used herein, a "Competitive Business" is defined
as  any  business, including those relating to stem cells or cell banking, which
provides  the  same  or substantially the same products, services or licenses to
intellectual  property  rights,  in  whole  or  in  part,  as  are  provided  by
PharmaFrontiers  during  the  term  of  this  Agreement.

     4.2  Director  further  agrees  that  during  the Noncompetition Period and
within  the  Noncompetition Territory Director will not, directly or indirectly,
either  as  an  employee,  employer,  consultant,  agent,  principal,  partner,
corporate  officer,  director,  or  in  any  other  individual or representative
capacity, call on, solicit, recruit, or attempt to call on, solicit, or recruit,
or  attempt  to  hire  any  of  the  employees of PharmaFrontiers, regardless of
whether  for  the  benefit  of  the  Director  or for any other person, firm, or
corporation.

     4.3  Director  shall  not  during  the Noncompetition Period and within the
Noncompetition  Territory,  either  directly or indirectly (i) make known to any
Competitive  Business  the  names  and  addresses  of  any  of  PharmaFrontiers'
customers  or  contacts  or  any other information pertaining to such persons or
businesses  or  (ii)  call  on,  solicit,  or  take away, or attempt to call on,
solicit  or take away any of the customers of PharmaFrontiers with whom Director
became  acquainted  during  Director's  service  as a member of PharmaFrontiers'
Board,  regardless  of  whether for the benefit of the Director or for any other
person,  firm  or  corporation.

     4.4  Director  agrees that this Section is ancillary to this Agreement, and
Director  acknowledges  that the consideration given by PharmaFrontiers for this
Agreement  includes PharmaFrontiers' agreement to provide to the Director access
to the Confidential Information. Further, the existence of any claim or cause of
action of Director against PharmaFrontiers or any officer, director, or employee
of PharmaFrontiers, whether predicated on this Agreement or otherwise, shall not
constitute  a  defense  to  the  enforcement  by  PharmaFrontiers  of Director's


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covenants  contained  in  this  Agreement.  In  addition,  this  Agreement shall
continue  to  be  binding  upon  Director  in  accordance  with  its  terms,
notwithstanding  the  termination  of  this  Agreement.

     4,5 Director agrees that Director's breach or violation, or threat thereof.
of  this  covenant  not to compete shall entitle PharmaFrontiers, as a matter of
right,  to  an  injunction  without the necessity of posting bond, issued by any
court  of competent jurisdiction, restraining any further or continued breach or
violation  of this covenant. Such right to an injunction shall be cumulative and
in  addition to, and not in lieu of, any other remedies to which PharmaFrontiers
may show itself justly entitled. Further, during any period in which Director is
in  breach  of  this  covenant  not to compete, the time period of this covenant
shall  be  extended  for  an  amount  of  time  that  Director  is  in  breach.

5.    Inventions and Other Intellectual Property

     5.1  Director  agrees  to  hold  IN  complete  trust  for  the  benefit  of
PharmaFrontiers,  and  to  disclose  promptly  and  fully  to PharmaFrontiers in
writing,  and  hereby  assigns,  and  binds  Director's  heirs,  executors,
administrators,  and all legal representatives to assign, to PharmaFrontiers any
and  all  inventions,  discoveries, ideas, concepts, improvements, copyrightable
works,  biological  materials,  and  other  developments  (all  of the above are
collectively  referred  to as the "Developments") conceived, made, discovered or
developed  by  him,  solely  or  jointly  with  others,  during the term of this
Agreement,  whether  during  or  outside  of usual vim-king hours and whether on
PharmaFrontiers'  premises  or  not,  which  relate  in  any manner to the past,
present  or  anticipated business of PharmaFrontiers. The parties agree that, if
Director  is  an  inventor  as  determined by U.S. patent law for any invention,
Director shall be named as an inventor in connection with any patent application
therefor. Any and all such Developments shall be the sole and exclusive property
of  PharmaFrontiers, whether patentable, copyrightable, or neither, and Director
agrees  that  Director  will  assist  and  fully  cooperate  in  every  way,  at
PharmaFrontiers'  expense,  in  securing,  maintaining,  and  enforcing, for the
benefit  of  PharmaFrontiers or its designee, patents, copyrights or other types
of  proprietary or intellectual property protection for such Developments in any
and  all  countries.  Director  acknowledges  and  agrees  that any and all such
Developments  conceived,  created, or authored by him is a "work made for hire,"
as defined by the federal copyright laws, and therefore all copyrights in and to
such works are and will be owned by PharmaFrontiers. To the extent that Director
authors  any  copyrightable work in any medium during the term of this Agreement
which relates or pertains in any way to PharmaFrontiers or any of the operations
or activities of either and which was is held not a work made for hire, Director
hereby  assigns all right, title, and interest, including but not limited to all
nghts  of  copyright, in and to such works to PharmaFrontiers. Within six months
following the termination of this Agreement, and without limiting the generality
of  the  foregoing,  any  Development  of  the  Director  relating  to  any
PharmaFrontiers  subject  matter on which Director worked or was informed during
the term of this Agreement shall be conclusively presumed to have been conceived
and made prior to the termination of this Agreement (unless the Director clearly
proves that such Development was conceived and made following the termination of
this  Agreement),  and  shall  accordingly  belong,  and  be  assigned,  to
PharmaFrontiers  and  shall  be  subject  to  this  Agreement.


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     5.2  Without  limiting  the  foregoing,  Director  agrees at the request of
PharmaFrontiers (but without additional compensation from PharmaFrontiers during
Director's  employment  by  PharmaFrontiers)  to  execute any and all papers and
perform  all  lawful  acts  which  PharmaFrontiers  deems  necessary  for  the
preparation,  filing,  prosecution,  and  maintenance of applications for United
States  and foreign letters patent, or for United States and foreign copyrights,
on  the  Developments,  and  to  execute  such  instruments  as are necessary or
convenient  to  assign  to PharmaFrontiers, its successors, assigns or nominees,
all  of  the  Director's  right, title, and interest in the Developments and the
like,  so  as  to  establish,  maintain  or  perfect,  in  PharmaFrontiers,  its
successors,  assigns  or  nominees,  the entire right, tide, and interest to the
Developments,  and  also  to  execute  any  instruments  necessary  or  which
PharmaFrontiers  may deem desirable it connection with any continuation, renewal
or reissue thereof, or in the conduct of any proceedings or litigation in regard
thereto.

     5.3  All  expenses incurred by the Director by reason of the performance of
any of the obligations set forth in this Section on Inventions shall be borne by
PharmaFrontiers.  Should  the  Director's  assistance  be  requested  by
PharmaFrontiers  after  termination  of  this  Agreement,  PharmaFrontiers would
compensate  the  Director  at  a  reasonable  rate.

6.   Conflicts  of  Interest

     6.1  In  keeping  with  Director's  fiduciary  duties  to  PharmaFrontiers,
Director agrees that Director shall not, directly or indirectly, become involved
in any conflict of interest, or upon discovery thereof, allow such a conflict to
continue. Moreover. Director agrees that Director shall promptly disclose to the
Board  of  PharmaFrontiers  any  facts  which  might  involve  any  reasonable
possibility of a conflict of interest as PharmaFrontiers is currently and in the
future  configured  and practicing business. Director shall maintain the highest
standards  of conduct, and shall not do anything likely to injure the reputation
or  goodwill  of  PharmaFrontiers,  or  cmbarress  or otherwise generate adverse
publicity  for  or  bring  unwanted  attention  to  PharmaFrontiers.

     6.2  IT is agreed that any direct or indirect interest in, connection with,
or  benefit  from  any  outside  activities, particularly commercial activities,
which  interest  might in any way adversely affect PharmaFrontiers or any of its
subsidiaries  or  affiliates,  involves  a  possible  conflict  of  interest.
Circumstances  IN  which a conflict of interest on the part of Director would or
might  arise, and which should be reported immediately by Director to an officer
of PharmaFrontiers, include, without Iimitation, the following: (a) ownership of
a  material  interest  in,  acting in any capacity for, or accepting directly or
indirectly  any  payments,  services  or  loans  from  a  supplier,  contractor,
subcontractor,  customer  or  other  entity  with  which  PharmaFrontiers  does
business;  (b)  misuse of information or facilities to which Director has access
in  a  manner  which  will  be  detrimental  to  PharrnaFrontiers' interest; (c)
disclosure  or  other  misuse  of  information  of any kind obtained through the
Director's  connection  with  PharmaFrontiers;  (d)  acquiring  or  trading  in,
directly or indirectly, other properties or interests connected with the design,
manufacture  or  marketing  of  products  designed,  manufactured or marketed by
PharmaFrontiers;  (e)  the  appropriation  to  the  Director or the diversion to
others, directly or indirectly, of any opportunity in which it is known or could
reasonably  be anticipated that PharmaFrontiers would be interested; and (f) the
ownership,  directly  or  indirectly,  of  a  material


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interest in an enterprise in competition with PharmaFrontiers or its dealers and
distributors  or acting as a director, officer, partner, consultant, Director or
agent  of  any  enterprise  which  is in competition with PharmaFrontiers or its
dealers  or  distributors.

7.   Prior  Discoveries

     Director  has no unpatented inventions and discoveries made or conceived by
Director  prior  to  the  Effective  Date  that  relate  to stem cell isolation,
identification  and/or  expansion  and/or  cell  banking.

8.   Remedies

     Director  and  PharmaFrontiers  agree  that, because damages at law for any
breach  or  nonperformance of this Agreement by Director, while recoverable, are
and  will  be  inadequate,  this Agreement may be enforced in equity by specific
performance,  injunction,  accounting  or  otherwise.

9.   Miscellaneous

     9.1  This  Agreement  is made and entered into as of the Effective Date and
the rights and obligations of the parties hereto shall be binding upon the heirs
and  legal  representatives  of  the  Director and the successors and assigns of
PharmaFrontiers.  This  Agreement  may be assigned by PharmaFrontiers (including
assignment  by  operation  of  law  to  any  successor  to  the  business  of
PharmaFrontiers  by merger, consoiidation or other business combination) without
the  consent  of Director but is personal to the Director and no rights, duties.
and  obligations  of  Director  hereunder may be assigned without the consent of
PharmaFrontiers  or  its  assigns,  which may be granted or withheld in its sole
discretion.

     9.2  No  waiver or non-action with respect to any breach by the other party
of  any  provision of this Agreement, nor the waiver or non-actior. with respect
to any breach of the provisions of similar agreements with other Directors shall
be  construed to be a waiver of any succeeding breach of such provision, or as a
waiver  of  the  provision  itself.

     9.3 Should any portions hereof be held to be invalid or wholly or partially
unenforceable,  such  holding shall not invalidate or void the remainder of this
Agreement. The portions held to be invalid or unenforceable shall be revised and
reduced  in  scope  so  as  to  'he  valid  and  enforceable, or, if such is not
possible,  then  such portions shall be deemed to have been wholly excluded with
the  same  force  and  effect  as  if  it  had  never  been  included  herein.

     9.4  Director's  obligations  under this Agreement to PharmaFrontiers shat;
survive Director's resignation, removal or failure to be nominated or elected as
a  member  of  the  Board  of  PharmaFrontiers.

     9.5  This  Agreement  supersedes, replaces and merges any and all prior and
contemporaneous  understandings,  representations.  agreements  and  discussions
relating to the same or similar subject matter as that of this Agreement between
Director  and  PharmaFrontiers


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and  constitutes  the  sole  and  entire  agreement  between  the  Director  and
PharmaFrontiers with respect to the subject matter of THIS Agreement.

     9.6  The laws of the State of Texas, excluding any conflicts of law rule or
principle  that  might  otherwise  refer  to  the  substantive  law  of  another
jurisdiction,  will  govern  the  interpretation,  validity  and  effect of this
Agreement  without regard to the place of execution or the place for performance
thereof,  and  PharmaFrontiers  and  Director  agree  that the state and federal
courts  in  Hams  County, Texas, shall have personal jurisdiction and venue over
PharmaFrontiers  and Director to hear all disputes arising under this Agreement.
This  Agreement  is  to  be at last partially performed in Harris County, Texas.

     9.7 All notices and other communications required or permitted hereunder or
necessary  or convenient in connection herewith shall be in writing and shall be
deemed  to  have  been  given  when mailed by registered mail or certified mail,
return  receipt  requested,  as  follows:

     If to PharmaFrontiers, to:

     Mr. Warren C. Lau
     PharmaFrontiers Corporation
     10211 Silver Leaf Lane
     Tomball, Texas 77375

     If to Director, to:

     Mr. Jeffrey H. Adduci
     500 West Lake Drive
     Athens, GA 30606


or to such other addresses as either party may designate by notice to the other
party hereto in the manner specified in this section.

     9.8  This Agreement may not be changed or terminated orally, and no change,
termination  or  waiver  of  this  Agreement  or of any of the provisions herein
contained  shall  be  binding unless made in writing and signed by both parties,
and in the case of PharmaFrontiers, by an authorized officer of PharmaFrontiers.
Any  change  or changes, from time to time, in Director's compensation shall not
be, nor be deemed to be, a change, termination or waiver of this Agreement or of
any  of  the  provisions  herein  contained.

PHARti1AFR TIERS CO RATION                     DIRECTOR

By                                            B
  -------------------------------------------
     Warren C. Lau
  --------------------------------------
     Printed Name

1618337v3


                               /s/  Jeffrey H. Adduci
                               ----------------------------------
                               Jeffrey H. Adduci
                               ----------------------------------
                                    Printed Name


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