3.3.         Compliance with Company Policies .  Executive agrees that in the rendering of all services to the Company and in all aspects of employment hereunder, he shall comply in all material respects with all directives, policies, standards and regulations from time to time established by the Company, including without limitation Section 104 of Company’s Employment Policies and Procedures Manual, to the extent they are not in conflict with this Agreement.

3.4.         Other Obligations .

(a)           Between Executive and Third Parties .  Executive hereby represents, warrants and agrees: (i) that Executive has the full right to enter into this Agreement and perform the services required of him hereunder, without any restriction whatsoever; (ii) that in the course of performing services hereunder, Executive will not violate the terms or conditions of any agreement between him and any third party or infringe or wrongfully appropriate any patents, copyrights, trade secrets or other intellectual property rights of any Person anywhere in the world; (iii) that Executive has not and will not disclose or use during his employment by the Company any confidential information that he acquired as a result of any previous employment or consulting arrangement or under a previous obligation of confidentiality; and (iv) that Executive has disclosed to the Company in writing any and all continuing obligations to previous employers or others that require him not to disclose any information to the Company.

(b)           Between Company and Third Parties .  Executive acknowledges that the Company from time to time may have agreements with other Persons, including the government of the United States or other countries and agencies thereof, which impose obligations or restrictions on Company regarding inventions made during the course of work thereunder or regarding the confidential nature of such work.  Executive agrees to be bound by all such obligations and restrictions and to take all action necessary to discharge the obligations of the Company thereunder.

3.5.         Location .  Executive initially shall be based at the Company’s principal executive offices in Langhorne, Pennsylvania and shall maintain a residence within 75 miles of Langhorne.

4.            Compensation and Benefits .

4.1.         Salary .  Company shall pay Executive a base salary (“ Salary ”), payable in equal installments in accordance with Company’s standard schedule for salary payments to its executive employees, at an initial annual rate equal to $225,000.  Executive’s Salary shall be reviewed annually by the Chief Executive Officer and may be increased at the beginning of each calendar year.

4.2.         Bonus .  Executive will be eligible to participate in Company’s Incentive Compensation Plan for Senior Managers (the “ Bonus Plan ”).  Any bonus awarded under the Bonus Plan for a given year (“ Plan Bonus ”) will be subject to the terms and conditions of the Bonus Plan and based on (i) Company’s performance during such year measured against one or more Company goals set by the Chief Executive Officer at the beginning of such year, and (ii) Executive’s performance during such year measured against one or more job-specific goals

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determined by the Chief Executive Officer and Executive at the beginning of such year.  Executive’s Plan Bonus for a given year will be targeted at 35% of Salary for such year, subject to approval by the Compensation Committee of the Board of Directors (the “ Compensation Committee ”).

4.3.          Stock Options .  Subject to approval by the Compensation Committee, the Company shall grant to Executive a nonqualified stock option (the “ Option ”) to purchase 150,000 shares of the Company’s Common Stock, $0.001 par value per share (“ Common Stock ”).  The Option shall have an exercise price per share equal to the fair market value on the date of grant (as determined by the Compensation Committee after considering advice from an independent appraisal firm) and shall be substantially in the form of Exhibit 4.3 .   The Option shall vest as to 25% of the shares issuable thereunder on the first anniversary of the Effective Date, and the remainder shall vest in equal monthly portions over the following 36 months, for a total four-year vesting period, all as set forth in greater detail in the Option.  Notwithstanding the vesting schedule set forth above, upon a Change of Control (as defined below), vesting of the Option shall accelerate such that if a Change of Control occurs on or before the first anniversary of the Effective Date, then 50% of the shares issuable pursuant to the Option shall be immediately vested and if a Change of Control occurs after the first anniversary of the Effective Date, then all unvested shares issuable pursuant to the Option shall immediately become vested.

For purposes of the Option, a “ Change of Control ” shall mean the sale of all or substantially all of assets or issued and outstanding capital stock of the Company in one or more related transactions, or a merger or consolidation involving the Company in which stockholders of the Company immediately before such merger or consolidation do not own immediately after such merger or consolidation capital stock or other equity interests of the surviving corporation or entity representing more than fifty percent in voting power of capital stock or other equity interests of such surviving corporation or entity outstanding immediately after such merger or consolidation.

4.4.          Other Benefits .  Executive shall have the right to participate in all benefit plans which may be in effect for the Company’s executive employees from time to time, including, without limitation, group health and dental insurance, group life insurance, disability insurance, and 401(K) plans, in accordance with the terms and conditions thereof.

4.5.          Expenses .  During the term of this Agreement, the Company shall pay or reimburse Executive for all reasonable and necessary out-of-pocket expenses incurred by Executive in the performance of his duties under this Agreement, subject to the presentment by Executive of appropriate reports and receipts in accordance with the Company’s normal policies for expense verification.

4.6.          Vacation .  Executive shall be entitled to twenty vacation days each calendar year.  Any vacation taken by Executive shall be taken at such time as is reasonably convenient in relationship to the needs of the business of the Company.  Vacation time shall not accrue beyond the year in question; provided , however, that any vacation time not taken during any year due to constraints imposed by the Company’s business requirements shall accrue beyond the year in question.

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5.            Restrictive Covenants .

5.1.          Certain Definitions .  The following terms shall have the following meanings:

“ Competitive Activity ” means the development, manufacture, distribution, sale or marketing of products or services which compete with the Company’s products or services, including without limitation computer-mediated wound closure devices, imaging devices and vascular devices, whether as a proprietor, partner, shareholder, owner, employer, employee, independent contractor, venturer or otherwise.

“ Competitor ” means (i) Ethicon Endo-Surgery (currently a unit of Johnson & Johnson), (ii) United Stated Surgical Corporation (currently a unit of Tyco International’s Tyco Healthcare division, which is soon to be spun out as an independent company), (iii) any other Person (other than Company) that engages in any Competitive Activity during the Restriction Period, and (iv) any affiliate or successor of any of the foregoing entities.

“ Confidential Information ” means all confidential, secret or proprietary information of or relating to the Company, its business or practice, which is not generally known or available to the public (whether or not in written or tangible form) including, without limitation, designs, technology, customer lists, supplier lists, processes, know-how, trade secrets, pricing policies and other confidential business information.

“ Confidential Materials ” means any and all documents, records, reports, lists, notes, plans, materials, programs, software, disks, diskettes, recordings, manuals, correspondence, memoranda, magnetic media or any other tangible media (including, without limitation, copies or reproductions of any of the foregoing) in which any Confidential Information may be contained.

“ Customers ” means any and all past, present and future customers of the Company.

“ Company ” means the Company and its subsidiaries, whether now or in the future.

“ Non-Competition Period ” means the period of time, commencing on the date hereof and expiring 12 months after the termination of Executive’s employment with the Company pursuant to, this Agreement, voluntarily or involuntarily, for any reason whatsoever, subject to extension pursuant to Section 5.6 below.

“ Person ” means an individual, proprietorship, partnership, joint venture, corporation, limited liability company, association, trust, estate, unincorporated organization, a government or any branch, subdivision, department or agency thereof, or any entity.

“ Personnel ” means any and all employees, contractors, agents, vendors, consultants or other Persons rendering services or providing goods to the Company for compensation in any form, whether employed by or independent of the Company.

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“ Restricted Area ” means world-wide.

“ Restriction Period ” means the period of time, commencing on the date hereof and expiring 12 months after the termination of Executive’s employment with the Company pursuant to, this Agreement, voluntarily or involuntarily, for any reason whatsoever, subject to extension pursuant to Section 5.4 below.

5.2.         Confidentiality .

(a)           Confidential Information .  Subject to Section 5.2(c):

(i)            Duty to Maintain Confidentiality .  Executive shall maintain in strict confidence and duly safeguard to the best of his ability any and all Confidential Information.

(ii)           Covenant Not to Disclose, Use or Exploit .  Executive shall not, directly or indirectly, disclose, divulge or otherwise communicate to anyone or use or otherwise exploit for the benefit of anyone, other than the Company, any Confidential Information.

(iii)          Confidential Materials .  All Confidential Information and Confidential Materials are and shall remain the exclusive property of the Company and no such materials or information may be copied or otherwise reproduced, removed from the premises of the Company or entrusted to any Person (other than Company itself or authorized Personnel) without prior written permission from the Company.

(b)          Survival of Covenants .  Notwithstanding anything herein to the contrary, the covenants set forth in this Section 5.2 shall survive the termination of this Agreement and any other agreement among the parties hereto (regardless of the reason for such termination), unless terminated by a written instrument that expressly terminates by specific reference the covenants set forth in this Section 5.2.

(c)           Permitted Activities .  If Executive receives a request or demand for Confidential Information (whether pursuant to a discovery request, subpoena or otherwise), Executive shall immediately give the Company written notice thereof and shall at the Company’s expense (provided the Company approves any and all such expenses) exert his best efforts to resist disclosure, including, without limitation, by fully cooperating and assisting the Company in whatever efforts it may make to resist or limit disclosure or to obtain a protective order or other appropriate remedy to limit or prohibit further disclosure or use of such Confidential Information.  If Executive complies with the preceding sentence but nonetheless becomes legally compelled to disclose Confidential Information, Executive shall disclose only that portion of the Confidential Information that he is legally compelled to disclose.

5.3.         Covenant not to Compete .  During the Non-Competition Period, Executive shall not, directly, indirectly, whether as a sole practitioner, owner, partner, shareholder, investor, employee, Company, venturer, independent contractor, consultant or other participant, (i) own,

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manage, invest in or acquire any economic stake or interest in any Person involved in a Competitive Activity, (ii) derive economic benefit from or with respect to any Competitive Activity, or (iii) otherwise engage or participate in any manner whatsoever in any Competitive Activity; provided , however, this Section 5.3 shall not restrict Executive from owning less than 1% of the publicly traded debt or equity securities issued by a corporation or other entity or from having any other passive investment that creates no conflict of loyalty or interest with any duty owed to the Company.  Executive shall be deemed to have derived economic benefit in viol