PAYMENT AGREEMENT

EXECUTION COPY

Exhibit 10.20

PAYMENT AGREEMENT

BY AND BETWEEN

AFBS, INC.

AND

THERICS, LLC

June 30, 2005

TABLE OF CONTENTS

ARTICLE I   DEFINITIONS

1

   1.1.

AFBS.

1

   1.2.

Affiliate.

1

   1.3.

End User.

1

   1.4.

IP Transfer Agreement.

2

   1.5.

Improvements.

2

   1.6.

Intellectual Property.

2

   1.7.

Net Sales.

2

   1.8.

Person.

2

   1.9.

Private Label Distributor.

3

   1.10.

Private Label Sales.

3

   1.11.

RRT.

3

   1.12.

RRT Entity.

3

   1.13.

Subsidiary.

3

   1.14.

Therics.

3

   1.15.

Therics-Derived Process.

3

   1.16.

Therics-Derived Product.

3

   1.17.

Therics Technology.

4

ARTICLE II   PAYMENTS

4

   2.1.

Payments.

4

   2.2.

Reports and Records.

4

   2.3.

No Ownership or Liens.

5

ARTICLE III   MISCELLANEOUS

6

   3.1.

Entire Agreement; Amendment.

6

   3.2.

Governing Law.

6

   3.3.

Notices.

6

   3.4.

Counterparts; Headings.

7

   3.5.

Binding Effect.

7

   3.6.

Severability.

8

   3.7.

Specific Performance.

8

i

PAYMENT AGREEMENT

               This PAYMENT AGREEMENT (the “Agreement”), effective as of June 30, 2005, by and between AFBS, INC., a Virginia corporation (f/k/a “Therics, Inc.”) (“AFBS”), and THERICS, LLC, an Ohio limited liability company (“Therics”), recites and provides as follows:

RECITALS

               WHEREAS, AFBS and Therics have entered into an Intellectual Property Transfer Agreement of even date herewith (the “IP Transfer Agreement ”); and

               WHEREAS, Therics desires to make payments to AFBS in consideration for the IP Transfer Agreement during the periods and under the terms and conditions herein specified; and

               WHEREAS, AFBS is willing to accept such payments under the terms and conditions, herein specified.

               NOW, THEREFORE, in consideration of the Recitals and of the mutual covenants, conditions and agreements set forth herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, it hereby is agreed that:

AGREEMENT

ARTICLE I
DEFINITIONS

               When used in this Agreement, the following terms shall have the meanings specified:

1.1.

AFBS.

               “AFBS” shall have the meaning provided in the Recitals of this Agreement.

1.2.

Affiliate.

               “Affiliate” shall mean any Person that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, the Person specified. The term “control” (including the terms “controlling,” “controlled by” and “under common control with”) means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of at least 50% of the voting securities, by contract or otherwise.

1.3.

End User.

               “End User” shall mean the ultimate consumer of products and/or services identified in this Agreement, e.g. the hospital, trauma center, doctor or the like, but not including patients.

1

1.4.

IP Transfer Agreement.

               “IP Transfer Agreement” shall have the meaning set forth in the Recitals of this Agreement.

1.5.

Improvements.

               “Improvement” shall mean any enhancement or modification of the Therics Technology that is developed by or for, invented or acquired by, or comes under the control of Therics.

1.6.

Intellectual Property.

               “Intellectual Property” shall have the meaning set forth in the IP Transfer Agreement.

1.7.

Net Sales.

               “Net Sales” shall mean, the gross amount collected by Therics for sales of any Therics-Derived Product, or Therics-Derived Process less the following:

                           &n