Consulting Agreement

Re:

MiMed _x Physician Advisory Board Consulting Agreement

Your consulting service shall include advising and informing the Company of activities and developments within the Field and providing the Company with the benefit of your knowledge, experience, skill and judgment in the Field and with respect to the Company’s other research, development, and business activities.

Upon request by the Company from time to time, and at times mutually agreed upon by you and the Company, you agree to participate in meetings with officials of the Company and in meetings with all or some of the PAB members at the request of the Company, in person and by telephonic conference calls, for the following compensation as full consideration for all your consulting services and other obligations under this Consulting Agreement:

$75,000 salary per year to be paid quarterly in arrears starting upon full execution of this Agreement.

Options to purchase 100,000 shares of the Company’s Common Stock, which shall be vested one-third on the first anniversary and one-third on each of the next two anniversaries of such grant, provided you are still an active member of the PAB upon each such anniversary at an exercise price

of $1.00 per share which the Board has determined to be the fair market price of the Common Stock of this date. Such option shall be subject to all the terms of the Company’s stock option plan and the Company’s standard Option Agreement between you and the Company. Additional options, in the Company’s discretion, may also be granted to you, from time to time.

The Company acknowledges that you are an employee of the Alabama Sports Medicine & Orthopedic Center and are subject to Center’s policies, including policies concerning consulting, conflicts of interest, and intellectual property, and that your obligations under Center’s policies take priority over any obligations you may have to the Company by reason of this Consulting Agreement.

The period of this Consulting Agreement shall be three (3) years from the date of full execution of this Agreement (“Initial Term”) unless terminated by either party upon fifteen (15) days’ advance written notice to the other party, in which event compensation for services and travel expense incurred in accordance with this Agreement prior to such termination will be paid by the Company. If not earlier terminated, this Agreement will be renewed automatically one (1) year from the end of the Initial Term, and from year to year thereafter.

In addition to the compensation for your consulting services provided in paragraph 2, the Company will reimburse you for necessary and reasonable out-of-pocket travel and living expenses incurred by you at the Company’s request, within thirty (30) days of submission of a statement to the Company documenting the expenses incurred, provided that the Company’s prior approval shall be required with respect to such individual expenses in excess of one thousand dollars ($1,000.00).

You represent and warrant to the Company that you do not have any agreement to provide consulting services to any other party, firm or company in the Field or whose business would be directly competitive with the business of the Company and will not enter into any such agreement during the term of this Agreement without the Company’s prior written consent.

You agree that all processes, formulas, data, programs, algorithms, know-how, trade secrets, improvements, discoveries, developments, designs, inventions (patentable or not), chemical compounds, mixtures, techniques, software, source code, object code, marketing plans, strategies, forecasts, new products, financial information, budgets, projections, licenses, prices, costs, customer and supplier lists, inventions and discoveries that result from work performed by you for the Company under this Agreement and all intellectual property rights related thereto, whether or not patentable or registrable under copyright or similar statutes or subject to analagous protection (all of the foregoing, collectively, “Field IP”), shall be the sole and exclusive property of the Company or its nominees, you will notify

the Company thereof promptly and in writing, and you will and hereby do assign to the Company all rights in and to such Field IP upon the creation of any such Field IP. The C