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

     This Director's Agreement (this "Agreement") is made and entered into as of
the  28 day of April, 2004, (the "Effective Date"), by and between Warren C. Lau
(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  PharmaFrontiers  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 PharmaFrontiers, 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  duties and obligations imposed upon directors of corporations by applicable
lawCompensation

     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 Director serves as a Director of
PharmaFrontiers,  which  shall compensate Director for his expenses in attending
and participating in meetings of the Board. All compensation paid Director shall
be  subject to such payroll and withholding deductions as may be required by law
or  the  policies  of  PharmaFrontiers.

2.        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 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


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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, client 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  PhalniaFrontiers  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, 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


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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.

3.   Noncompetition/No-Hire  Agreement

     4.1 Director agrees that, from the Effective Date until a period of one (1)
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
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


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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.

4.   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 working 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
rights  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.

     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,


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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,  title,  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.

5.   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  embarrass  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 limitation, 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  PharmaFrontiers'  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 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.


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6.   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.

7.   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.

8.   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, consolidation 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-action 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 be 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 shall
survive Director's resignation, removal or failure to be nominated or elected as
a member of the Board of
PharmaFrolitiers.

     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  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


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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 Harris 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 least
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
     Pha, maFrontiers Corporation
     10211 Silver Leaf Lane
     Tomball, Texas 77375

     If to Director, to:

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


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 uniess 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.






By /s/ Warren C. Lau                   By /s/ Warren C. Lau
   ----------------------------------     --------------------------------------
     Warren C. Lau                          Warren C. Lau
     Printed Name                           Printed Name


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