SYNTHEMED, INC. 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 Gere S. diZerega, MD ("Consultant").

WHEREAS , Consultant has from time to time rendered consulting and advisory services to the Company regarding research and development activities, including pursuant to a consulting agreement dated as of December 1, 1995, as the same has been amended (the “Original Agreement”);

WHEREAS , the term of Consultant’s retention under the Original Agreement expired on November 30, 2003;

WHEREAS , the Company desires Consultant to render services to the Company in the capacity of Medical Director, and Consultant desires to render services to the Company in such capacity;

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 Medical Director of the Company, and in that capacity Consultant shall have the rights, powers, authority, functions, duties and responsibilities as the President & CEO and/or Executive Chairman may assign to Consultant from time to time that are commensurate with Consultant’s status as Medical Director.  Without limiting the foregoing, Consultant will be actively engaged in, working with the President & CEO, Executive Chairman and VP R&D/CSO, (i) development of new products, (ii) design and implementation of pre-clinical and clinical studies and (iii) regulatory activities including advice regarding US FDA regulatory submissions.  Consultant shall be responsible to and shall report to the President & CEO. As needed and upon request, Consultant will participate in meetings of the Board of Directors of the Company, as well as investor presentations.  Consultant shall devote such time and attention to the business of the Company as is reasonably necessary to fulfill Consultant’s responsibilities as Medical Director.

         2.    Compensation.     As full compensation for the services to be rendered by Consultant in all capacities to the Company, the Company shall pay Consultant the compensation set forth on Exhibit A hereto.

         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.

        (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.    Other Activities.   The parties acknowledge that Consultant has from time to time been engaged, and may during the term of this Agreement continue to engage, in consulting activities for third parties in the fields of adhesion prevention, cardiac drug delivery and such other fields as the Company may, from time to time, pursue (“Competing Fields”).  On or before the Effective Date, Consultant shall inform the Company in writing of each such  engagement pending as of such date, including the name of the party for whom the services are performed and the general nature of the engagement.  During the term of this Agreement and the three-month period thereafter, the Consultant shall inform the Company in writing of any material changes to such engagements and, at least 30 days prior to the commencement thereof, the commencement of any new such engagement.  The Company will honor Consultant’s requests for confidentiality regarding this information.

        7.    Non-Solicitation, Confidentiality and Proprietary Rights Provisions.     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.  The parties acknowledge the expiration of the Consultant’s retention under the Original Agreement and that this Agreement exclusively sets forth the terms under which Consultant shall render services to the Company hereunder and the compensation therefor.

        (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: President & CEO) 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.

         (e)    Severability.     If one or more provisions of this Agreement are held by a court of competent jurisdiction to be

unenforceable under applicable law, then (i) such provision shall be excluded from this Agreement, (ii) the balance of the Agreement shall be interpreted as if such provision were so excluded and (iii) the balance of the Agreement shall be enforceable in accordance with its terms.

        (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 rule