CONSULTING AGREEMENT

        This Consulting Agreement (the "Agreement") is entered into effective October 1, 2008 (the “Effective Date”) by and between SyntheMed, Inc., a Delaware corporation (the "Company"), and Richard L. Franklin, MD ("Consultant").

WHEREAS , Consultant is presently Chairman of the Board of Directors of the Company;

WHEREAS , the Company desires Consultant to assume an expanded role in the Company in the  capacity of Executive Chairman, and Consultant desires to assume such role;

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

        1.    Consulting Relationship.     During the term of this Agreement, Consultant will serve as Executive Chairman of the Company, which shall be an executive officer position, and in that capacity Consultant shall have the rights, powers, authority, functions, duties and responsibilities customarily associated with the position of an executive chairman, and such additional rights, powers, authority, functions and responsibilities as the Board of Directors may assign to Consultant from time to time that are commensurate with Consultant’s status as Executive Chairman.  Without limiting the foregoing, Consultant will be actively engaged in, and have responsibility, working with the Board of Directors and the President and Chief Executive Officer of the Company, for (i) the overall leadership and strategic direction of the Company, (ii) providing guidance and support to senior management of the Company, (iii) the coordination of the activities of the Board of Directors and (iv) communication with shareholders and other important constituencies.  Consultant shall be responsible to and shall report to the Board of Directors.  Consultant shall devote such time and attention to the business of the Company as is reasonably necessary to fulfill Consultant’s responsibilities as Executive Chairman.

        3.    Expense Reimbursement.     Consultant shall be entitled to reimbursement for reasonable travel and other out-of-pocket expenses incurred by Consultant in the performance of services rendered hereunder following submission of written expense statements and other supporting documentation in accordance with the policy and practice of the Company.

        4.    Term and Termination.     The term of this Agreement shall commence on the Effective Date and shall continue until December 31, 2009, subject to automatic extension for  successive one-year periods unless either party provides written notice to the other of its intention not to renew at least ten days prior to the then scheduled expiration date.  Notwithstanding the foregoing, either party may terminate this Agreement at any time prior to its then scheduled expiration date, upon thirty (30) days' prior written notice to the other party if termination is without cause and upon written notice to the other party if termination is as a result of a breach by the non-terminating party.  Upon termination of this Agreement, neither Consultant nor the Company shall have any further obligations under this Agreement, except that any liabilities accrued through the date of termination (including under Sections 2 and 3) and Sections 5, 7 and 10 shall survive termination.

        5.    Independent Contractor.     Consultant's relationship with the Company will be that of an independent contractor and not that of an employee.

        (a)    Method of Provision of Services.     Consultant shall be solely responsible for determining the method, details and means of rendering services to the Company hereunder.

        (b)    No Benefits.     Consultant acknowledges and agrees that Consultant will not be eligible for any Company employee benefits and, to the extent Consultant otherwise would be eligible for any Company employee benefits but for the express terms of this Agreement, Consultant hereby expressly declines to participate in such Company employee benefits.

         (c)    Withholding; Indemnification.     Consultant shall have full responsibility for applicable withholding taxes for all compensation paid to Consultant under this Agreement. Consultant agrees to indemnify, defend and hold the Company harmless from any liability for, or assessment of, any claims or penalties with respect to such withholding taxes, including any liability for, or assessment of, withholding taxes imposed on the Company by the relevant taxing authorities with respect to any compensation paid to Consultant, as well as reasonable attorneys’ fees incurred in connection therewith.

         6.    [Intentionally omitted]

        7.    Non-Competition, Non-Solicitation and Confidentiality Restrictions.     In further consideration for the compensation payable by the Company hereunder and as a condition to the Company’s obligations hereunder, Consultant agrees to be bound by the provisions set forth on  Exhibit B hereto.

         8.    Compliance with Law.   Consultant represents and warrants to the Company that Consultant will render the services to be performed by Consultant hereunder in compliance with all applicable laws and regulations.

        9.    Conflicts with this Agreement.     Consultant represents and warrants that Consultant is not presently under any contractual or other restriction or obligation which conflicts with, or would be materially breached by Consultant’s execution and delivery of, this Agreement or the performance of the services to be rendered by Consultant hereunder, and during the term of this Agreement, Consultant will not become subject to any such contractual restriction or obligation, whether written or oral.

        (a)    Amendments and Waivers.     Any term of this Agreement may be amended or waived only with the written consent of the parties.

        (b)    Sole Agreement.     This Agreement, including the Exhibits hereto, constitutes the sole agreement of the parties and supersedes all oral negotiations and prior writings with respect to the subject matter hereof.

        (c)    Notices.     Any notice required or permitted by this Agreement shall be in writing and shall be deemed sufficient upon receipt, when delivered personally or by courier, overnight delivery service or confirmed facsimile, or 48 hours after being deposited in the regular mail as certified or registered mail (airmail if sent internationally) with postage prepaid, if such notice is addressed, in the case of the Company, to the address or facsimile number of its corporate headquarters (attention: Board of Directors) with a copy to Eilenberg Krause & Paul LLP, 11 E 44 ^th Street, NY, NY 10017, and in the case of Consultant, to Consultant’s address or facsimile number as currently on file with the Company, or as subsequently modified by written notice.

         (d)    Choice of Law.     The validity, interpretation, construction and performance of this Agreement shall be governed by the laws of the State of New Jersey, without giving effect to the principles of conflict of laws.

        (f)    Counterparts.     This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together will constitute one and the same instrument.

         (g)    Arbitration; Consent to Jurisdiction.  Any dispute or claim arising out of or in connection with any provision of this Agreement shall be exclusively and finally settled by binding arbitration in Middlesex County, New Jersey, in accordance with the rules of the American Arbitration Association by one arbitrator appointed in accordance with said rules. The arbitrator shall apply New York law, without reference to rules of conflicts of law or rules of statutory arbitration, to the resolution of any dispute. Judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. Notwithstanding the foregoing, the parties may apply to any court of competent jurisdiction for preliminary or interim equitable relief, or to compel arbitration in accordance with this paragraph, without breach of this arbitration provision. This Section 10(g) shall not apply to the Confidentiality Agreement. To the extent that any court action is permitted consistent with or to enforce this Section 10(g), the parties hereby consent to the jurisdiction of the state and federal courts located in Middlesex County, New Jersey.  Accordingly, with respect to any such court action, the Consultant (i) submits to the persona