AGREEMENT

Exhibit 10.16

AGREEMENT

     THIS AGREEMENT, entered into this 30 day of April 2008, is by and between Accelerated Innovation LLC, a Delaware Limited Liability Company having its principal place of business at 1033 U.S. Highway 46E, Suite A204, Clifton, NJ 07013 (“Accelerated”), Cervical Xpand, LLC, a New Jersey Limited Liability Company having its principal place of business at at 1033 U.S. Highway 46E, Suite A204, Clifton, NJ 07013 (“Cervical Xpand”), Uni-Knee, LLC, a New Jersey Limited Liability Company having its principal place of business at at 1033 U.S. Highway 46E, Suite A204, Clifton, NJ 07013 (“Uni-Knee”) and Mikhail Kvitnitsky, an individual residing at 20 Annabelle Avenue, Clifton NJ 07012 (“Kvitnitsky”).

     Whereas, Accelerated is the owner of all right, title and interest in certain technology related to spinal, hip and knee orthopedic devices and instruments, including, but not limited to the patent applications set forth in Exhibit A (hereinafter, “Accelerated Technology”); and

     Whereas, Cervical Xpand is the owner of all right, title and interest in certain technology related to the Accin Helibone Hourglass VBR System for Spinal Surgery, including, but not limited to the patent applications set forth in Exhibit B (hereinafter, “Cervical Xpand Technology”); and

     Whereas, Uni-Knee is the owner of all right, title and interest in certain technology related to the Accin Uni-Knee System for Unicompartmental Knee Surgery, including, but not limited to the patent applications set forth in Exhibit C (hereinafter, “Uni-Knee Technology”); and

     Whereas, Kvitnitsky has certain knowledge and expertise in the field of spinal, hip and knee orthopedic devices and instruments, and assisted Accelerated in the development and commercialization of Accelerated’s Technology; and

     Whereas, Kvitnitsky has certain knowledge and expertise in the field of spinal VBR devices, and assisted Cervical Xpand in the development and commercialization of Cervical Xpand’s Technology; and

     Whereas, Kvitnitsky has certain knowledge and expertise in the field of Unicompartmental Knee Surgery, and assisted Uni-Knee in the development and commercialization of Uni-Knee’s Technology; and

     Whereas, Accelerated retained Kvitnitsky as an Independent Contractor to assist Accelerated in the development and/or commercialization of the Accelerated Technology; and

     Whereas, Cervical Xpand retained Kvitnitsky as an Independent Contractor to assist Cervical Xpand in the development and/or commercialization of the Cervical Xpand Technology; and

     Whereas, Uni-Knee retained Kvitnitsky as an Independent Contractor to assist Uni-Knee in the development and/or commercialization of the Uni-Knee Technology; and

     NOW, THEREFORE, for good and valuable consideration, the receipt for and sufficiency of which is hereby acknowledged, Kvitnitsky does hereby represent and warrant as follows:

1.1. Kvitnitsky hereby represents and warrants that Kvitnitsky will not assert any rights in any Accelerated Technology, any Cervical Xpand Technology or any Uni-Knee Technology.

1.2. Kvitnitsky hereby represents and warrants that his contributions to the inventions as disclosed in the Accelerated Technology, the Cervical Xpand Technology and the Uni-Knee Technology are not subject to any pre-existing or co-existing obligations to any third party.

1.3. Kvitnitsky hereby represents and warrants that to Kvitnitsky’s knowledge, no composition, method, software or device incorporating his inventions would infringe any patent, copyright or other proprietary right of any third party.

1.4. Kvitnitsky hereby represents and warrants that Kvitnitsky has no other obligations to assign any inventions made, conceived or reduced to practice during his relationship with Accelerated, Cervical Xpand or Uni-Knee.

1.5. Kvitnitsky hereby represents and warrants that the terms of this Agreement are not inconsistent with any other contractual or legal obligations that Kvitnitsky may have or with the policies of any institution or company with which Kvitnitsky is or was associated.

1.6. Kvitnitsky hereby represents and warrants that all of Kvitnitsky’s contributions to the Accelerated Technology, the Cervical Xpand Technology and the Uni-Knee Technology were Kvitnitsky’s original work and that, to Kvitnitsky’s knowledge, none of his inventions or any development, use, production, distribution, or exploitation thereof will infringe, misappropriate, or violate any intellectual property or other right of any other person or entity (including, without limitation, Kvitnitsky).

1.7. Kvitnitsky has the right to enter into this Agreement and to provide Accelerated, Cervical Xpand and Uni-Knee with the representations and warranties and rights provided for herein.

2. MISCELLANEOUS PROVISIONS.

     2.1. Assignment:

This Agreement cannot be assigned by either party without the prior written consent of the other party, which will not be unreasonably withheld, except that Accelerated, Cervical Xpand and Uni-Knee may assign this Agreement to any successor of all or substantially all of its business to which this Agreement relates without the prior written consent of Kvitnitsky.

     2.2. Binding Effect:

This Agreement will be binding on and inure to the benefit of the parties hereto and their respective heirs, personal representatives, successors, and assigns.

     2.3. Force Majeure:

No party will be in default or otherwise liable for any delay in or failure of its performance under this Agreement if such delay or failure arises by any reason beyond its reasonable control, including any act of God, any acts of the common enemy, terrorism, the elements, earthquakes,

floods, fires, epidemics, riots, failure or delay in transportation or communications, or any other act or failure to act by another party or such other party’s employees, agents, or contractors; provided, however, that lack of funds will not be deemed to be reasons beyond a party’s reasonable control. The parties will promptly inform and consult with each other as to any of the above causes, which in their judgment may or could be the cause of a delay in the performance of this Agreement.

     2.4. Waiver:

The failure of any party to enforce any of the provisions hereof will not be construed to be a waiver of the right of such party thereafter to enforce such provisions or any other provisions.

     2.5. Governing Law:

This Agreement will be governed for all purposes by the laws of the State of New Jersey. If any provision of this Agreement is declared void, such provision will be deemed severed from this Agreement, which will otherwise remain in full force and effect.

     2.6. Jurisdiction; Service of Process:

Any action or proceeding seeking to enforce any provision of, or based on any right arising out of, this Agreement shall be subject to the exclusive jurisdiction of the state and federal courts located in the State of New Jersey.

     2.7. Costs:

Kvitnitsky agrees that if he is held by any court of competent jurisdiction to be in violation, breach, or nonperformance of any of the terms of this Agreement, then he will pay all costs of such action or suit, including reasonable attorneys’ fees.

     2.8. Section Headings; Construction:

The heading appearing at the beginning of the several sections making up this Agreement have been inserted for identification and reference purposes only and will not be used in the construction and interpretation of this Agreement.

     2.9. Remedies:

2.10. All rights conferred under this Agreement or by any other instrument or law will be cumulative and may be exercised singularly or concurrently.

2.11. Amendments:

This Agreement may only be amended, changed, or modified in a writing signed by both parties.

     2.12. Relationship of the Parties:

Each party is acting as an independent contractor and not as employee, agent, partner, or joint venturer with the other party for any purpose. Except as provided in this Agreement, neither party will have any right, power, or authority to act or to create any obligation, express or implied, on behalf of the other.

     2.13. Counterparts:

This Agreement may be executed in one or more counterparts, each of which will be deemed to be an original copy of this Agreement, and all of which, when taken together, will be deemed to constitute one and the same Agreement.

     2.14. Entire Agreement:

The parties agree that this Agreement constitutes the complete and exclusive statement of the agreement between them as to the specific subject matter hereof.

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IN WITNESS WHEREOF, the parties hereby intending to be legally bound, have caused this Agreement to be executed by their duly authorized representatives.

AGREED TO AND ACCEPTED BY:
Mikhail Kvitnitsky				Accelerated Innovation LLC
By:		/s/ Mikhail Kvitnitsky		By:		/s/ Mike West
		(Signature)				(Signature)
Name:		Mikhail Kvitnitsky		Name:		Mike West
		(Print)
Date:		4-30-2008		Date:		5-5-2008
Uni-Knee, LLC				Cervical Xpand, LLC
By:		/s/ Mike West		BY:		/s/ Mike West
		(Signature)				(Signature)
Name:		Mike West		Name:		Mike West
Date:		5-5-2008		Date:		5-5-2008

EXHIBIT A

		PATENT
KGGD		APPLICATION		DATE
No.		NO.		FILED		TITLE OF INVENTION
622/2		60/658,365)		(03/03/05)		DYNAMIC STABILIZER
622/2A		11/186,699		07/21/05		VERTEBRAL STABILIZATION USING FLEXIBLE RODS
622/2B		11/325,104		1/4/06		METHODS AND APPARATUS FOR VERTEBRAL STABILIZATION USING SLEEVED SPRINGS
		60/658,365)		(3/3/05)
622/3		11/348,594		02/07/06		METHODS AND APPARATUS FOR PROVIDING A RETAINER FOR A BONE STABILIZATION DEVICE
		60/658,313)		(03/03/05)
622/5		60/658,227)		(03/03/05)		PEDICLE SCREW
622/5A		11/360,708		02/23/06		SPINAL STABILIZATION USING BONE ANCHOR AND ANCHOR SEAT WITH TANGENTIAL WITH LOCKING FEATURE
622/5B		11/360,707		02/23/06		SPINAL STABILIZATION USING BONE ANCHOR SEAT AND CROSS COUPLING WITH IMPROVED LOCKING FEATURE
622/6		11/385,083		03/21/06		METHOD AND APPARATUS FOR BONE STABILIZATION
		60/665,010)		(03/24/05)
622/7		11/376,977		03/16/06		INTERVERTEBRAL DISC REPLACEMENT DEVICE
		60/665,009		(03/24/05)
622/8		Non-Provisional No.		05/26/05		COATED MATERIAL PEDICLE SCREW AND ROD
		11/137,963
622/9		11/443,425		05/30/06		VERTEBRAL FACET STABILIZER
		60/688,421		(06/08/05)
622/10		11/488,817		07/18/06		INTERVERTEBRAL DISC REPLACEMENT DEVICE WITH RESILIENT SUPPORT

EXHIBIT B

		PATENT
KGGD		APPLICATION		DATE
No.		NO.		FILED		TITLE OF INVENTION
622/4A		Non-Provisional No. 11/176,915		07/07/05		INTERVERTEBRAL STABILIZER
		(Provisional No. 60/658,345)		(03/03/05)
622/4 PCT		PCT/US05/27506		08/03/05		INTERVERTEBRAL STABILIZER
622/4B		Non-Provisional No. 11/176,916		07/07/05		CERVICAL INTERVERTEBRAL STABILIZER
		(Provisional No. 60/658,345)		(03/03/05)
622/4C		Non-Provisional No. 11/176,717		07/07/05		ANTERIOR LUMBAR INTERVERTEBRAL STABILIZER
		(Provisional No. 60/658,345)		(03/03/05)
622/4D		Non-Provisional No. 11/176,175		07/07/05		POSTERIOR LUMBAR INTERVERTEBRAL STABILIZER
		(Provisional No. 60/658,345)		(03/03/05)
622/4E		Non-Provisional No. 11/176,914		07/07/05		INTERVERTEBRAL STABILIZER, METHODS OF USE AND INSTRUMENTATION THEREFOR
		(Provisional No. 60/658,345)		(03/03/05)
622/4 EP		05778926.5-1257		August 8, 2007		INTERVERTEBRAL STABILIZER, METHODS OF USE AND INSTRUMENTATION THEREFOR

EXHIBIT C

		PATENT
KGGD		APPLICATION		DATE
No.		NO.		FILED		TITLE OF INVENTION
622/13A		11/304,958		12/14/2005		Unicompartmental Knee Joint Implant And Instrument System
622/13B		11/338,159		01/23/2006		Unicompartmental Knee Joint Implant And Instrument System