AGREEMENT

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 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 1033 U.S. Highway 46E, Suite A204, Clifton, NJ 07013 (“Uni-Knee”) and John D. Kuczynski, an individual residing at 30 Upper Greenwood Lake Road, Hewitt, NJ 07421 (“Kuczynski”).

          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, 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 B (hereinafter, “Uni-Knee Technology”); and

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

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

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

          Whereas, Uni-Knee retained Kuczynski 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, Kuczynski does hereby represent and warrant as follows:

1.1. Kuczynski hereby represents and warrants that Kuczynski will not assert any rights in any Accelerated Technology or any Uni-Knee Technology.

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

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

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

1.6. Kuczynski hereby represents and warrants that all of Kuczynski’s contributions to the Accelerated Technology and the Uni-Knee Technology were Kuczynski’s original work and that, to Kuczynski’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, Kuczynski).

1.7. Kuczynski has the right to enter into this Agreement and to provide Accelerated 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 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 Kuczynski.

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:

Kuczynski 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:

John D. Kuczynski						Accelerated Innovation LLC
By:		/s/ John Kuczynski        (Signature)				By:		/s/ Michael Kvitnitsky        (Signature)
Name:		John Kuczynski   (Print)				Name:		Michael Kvitnitsky
Date:		4/30/2008				Date:		4/30/2008
Uni-Knee, LLC
By:		/s/ Michael Kvitnitsky
		(Signature)
Name:		Michael Kvitnitsky
Date:		4/30/2008

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
		60/658,365)		(3/3/05)		VERTEBRAL STABILIZATION USING
						SLEEVED SPRINGS
622/3		11/348,594		02/07/06		METHODS AND APPARATUS FOR
		60/658,313)		(03/03/05)		PROVIDING A RETAINER FOR A
						BONE STABILIZATION DEVICE
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
		60/665,010)		(03/24/05)		BONE STABILIZATION
622/7		11/376,977		03/16/06		INTERVERTEBRAL DISC
		60/665,009		(03/24/05)		REPLACEMENT DEVICE
622/8		Non-Provisional No.		05/26/05		COATED MATERIAL PEDICLE
		11/137,963				SCREW AND ROD
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
622/13A		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