AGENCY AGREEMENT

Attention:

Mr. Robert P. Hickey

President and Chief Executive Officer

1.

Appointment

2.

Sales Restrictions

3.

Commission and Broker Warrant

4.

Closing

(a)

The issuance of the Shares shall be completed (the “Closing”) at the offices of the Corporation, or such other place or places as the Corporation and the Agent may agree, at 10:00 a.m. (Eastern Standard Time) (the “Closing Time”) on the Closing Date.

(b)

On or prior to each Closing Date, the Agent shall provide to the Corporation a subscription agreement from each purchaser of Shares (a “Purchaser”) who is to acquire Shares on such Closing Date. Purchasers shall be required to complete and sign the form of Subscription Agreement attached hereto as Appendix I.

(c)

At the Closing Time on each Closing Date, upon satisfaction of the conditions contained herein, the Agent shall pay or cause payment to be made of the net purchase price of the Shares sold by the Agent in United States funds by wire transfer to such bank and account as may be designated by the Corporation, or in such other manner as may be agreed with the Corporation, such net purchase price to be equal to the aggregate Issue Price of the Shares sold by the Agent less the cash portion of the Commission (if the Agent elects to receive all or a part thereof in cash) and the amount in reimbursement of expenses referred to in section 8 hereof. Such payment and delivery shall be made against:

(i)

delivery by the Corporation to its transfer agent of instructions to issue certificates representing the Shares to be issued on the Closing Date registered in such name or names as are directed in the Subscription Agreements;

(ii)

delivery of the Commission and the Broker Warrants; and

(iii)

delivery to the Agent of copies of the certificates, opinions and other documents contemplated hereby.

5.

Representations, Warranties and Covenants of the Corporation

(a)

the Corporation is a validly existing corporation in good standing under the laws of the jurisdiction in which it is incorporated, and the Corporation has no subsidiaries;

(b)

the Corporation is duly qualified and authorized to do business in the jurisdiction(s) in which it carries on business or to own property where required under the laws of the jurisdiction(s) in which any such property is located;

(c)

the Corporation is current with all material filings required to be made under the laws of any jurisdiction in which it carries on any material business, and the Corporation has all necessary licenses, leases, permits, authorizations and other approvals necessary to permit it to conduct its business as currently conducted, except where the failure to have any such license, lease, permit, authorization or approval would not have a material adverse effect on the Corporation and its business;

(d)

the audited financial statements of the Corporation as at and for the year ended December 31, 2005 present fairly, in all material respects, the financial position of the Corporation as at that date, and the results of its operations and the changes in its financial position for the 12-month period then ended in accordance with generally accepted accounting principles, and there has been no material adverse change in the business, affairs or financial or other condition of the Corporation, except as disclosed in the notes to the financial statements for the 12-month period then ended;

(e)

the Corporation has all requisite power and authority to carry out its obligations under this Agreement, the Subscription Agreement, the investor rights agreement in the form set forth in Appendix I to the Subscription Agreement (the “Investor Rights Agreement”) and the Broker Warrants;

(f)

this Agreement, the Subscription Agreement and the Investor Rights Agreement have been, and the Broker Warrants will be on the Closing Date, duly authorized, executed and delivered by the Corporation and constitute or on the Closing Date will constitute, legal, valid and binding obligations of the Corporation enforceable in accordance with their terms except that: (i) the enforcement hereof or thereof may be limited by bankruptcy, insolvency, reorganization and other laws affecting the enforcement of creditors’ rights generally, (ii) rights of indemnity thereunder may be limited under applicable law, and (iii) equitable remedies, including without limitation specific performance and injunctive relief, may be granted only in the discretion of a court of competent jurisdiction;

(g)

the Shares are or on the Closing Date will be duly and validly authorized and, when issued and delivered against payment therefor, will be duly and validly issued, fully paid and non-assessable shares in the capital stock of the Corporation;

(h)

the Corporation will reserve a sufficient number of shares of Common Stock unissued as may be required to be issued pursuant to the exercise of the Broker Warrants and, when issued and delivered upon such exercise, such shares of Common Stock will be duly and validly issued as fully paid and non-assessable shares in the capital stock of the Corporation;

(i)

the authorized capital of the Corporation consists of 100,000,000 shares of Common Stock and 5,000,000 shares of preferred stock, par value of $0.01 per share. Of the preferred stock, 500,000 shares have been designated as Series A Convertible Preferred Stock, 1,116,500 shares have been designated as Series B Convertible Preferred Stock and 663,000 shares have been designated as Series C Convertible Preferred Stock. As of March 28, 2006, there are 66,696,447 shares of Common Stock outstanding and no shares of preferred stock outstanding. In addition, the Corporation has (i) outstanding a convertible note held by Dimotech Ltd. (the “Convertible Note”) in the principal amount of $40,000 which is convertible, at the holder’s option, into Common Stock at a price of $1.00 per share or into any series of preferred shares at the price paid by the purchasers thereof; provided, however, that if any such preferred shares are convertible into Common Stock, the holder would be entitled to receive no more than the number of preferred shares which, at the then existing conversion rate, would convert into 40,000 shares of Common Stock, (ii) outstanding a convertible note held by Polymer Technology Group, Inc. in the principal amount of $70,000 which is convertible, at the holder’s option, into Common Stock at a price of $1.00 per share and (iii) available for issuance pursuant to options which have been granted under its 2000 Stock Option Plan, 2001 Stock Option Plan and other agreements, an aggregate of approximately 12,001,000 shares of Common Stock;

(j)

the Corporation is not, and at the Closing Date will not be: (i) in breach or violation of any of the terms or provisions of, or in default under, this Agreement, the Subscription

(k)

the issue and sale of the Shares, Broker Warrants, any shares of Common Stock on the exercise of the Broker Warrants and the performance and consummation of the transactions contemplated herein will not conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other agreement (written or oral) or instrument to which the Corporation or any subsidiary is bound or to which any of the property or assets of the Corporation or any subsidiary is subject, which breach or violation or the consequences thereof would result in a material adverse change to the Corporation or its business, nor will any such action conflict with or result in any violation of the provisions of the articles, by-laws or resolutions of the Corporation or any statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over the Corporation or any subsidiary or any of its properties which violation or the consequences thereof would result in a material adverse change to the Corporation or its business;

(l)

the Corporation has established on its books reserves which are adequate for the payment of all taxes not yet due and payable; there are no liens or other liabilities for taxes on the assets of the Corporation except for taxes not yet due; there are no audits of any of the tax returns of the Corporation which are known by the Corporation’s management to be pending and there are no claims which have been or may be asserted relating to any such tax returns which, if determined adversely, would result in the assertion by any government or agency of any deficiency having a material adverse effect on the properties, business or assets of the Corporation;

(m)

the Corporation has good and valid title to its properties, leaseholds and assets, including without limitation the properties, leaseholds and assets reflected in the balance sheet as of December 31, 2005 referred to in clause 5(d) above, except properties, leaseholds and assets disposed of since such date at fair market value in the ordinary course of business, and has good title to all its leasehold estates, in each case subject to no mortgage, pledge, lien, lease, encumbrance, charge, rights of first refusal or options to purchase, whether or not relating to extensions of credit or the borrowing of money, other than as disclosed in such balance sheet except as incurred in the ordinary course of business since the date of such balance sheet, and except in any event (i) for a security interest in the Corporation’s tangible assets to secure payment of the Convertible Note, and (ii) where the failure to hold good title or the existence of a mortgage, pledge, lien, lease, encumbrance, charge,

(n)

the Corporation owns, is licensed or has applied for registration of, all patents, trade-marks, service marks, trade names, and copyrights necessary for the conduct of its business, except where the failure to so own or apply for registration would not have a material adverse effect on the Corporation or its business; to the best of the knowledge, information and belief of the Corporation none of the past or present activities of the Corporation or the products, services or assets of the Corporation infringe or constitute an unauthorized use of any proprietary rights of others, and the Corporation has not received any notice of infringement of, or conflict with, asserted rights of others with respect to any patent, trade-mark, service mark, trade name, or copyright that, individually or in the aggregate, if the subject of an unfavorable decision, ruling, or finding, would result in a material adverse change to the Corporation or its business;

(o)

the Corporation has taken reasonable measures to protect and preserve the confidentiality of all trade secrets and other non-patented proprietary information of the Corporation, including without limitation the procurement of proprietary invention assignments and non-disclosure and non-competition agreements from employees, consultants, subcontractors, customers and other persons who have access to such information;

(p)

the Corporation has filed all necessary federal, state and municipal property, income and franchise tax returns and has paid all taxes shown as due thereon or otherwise owed by it to any taxing authority except those contested in good faith and for which appropriate amounts have been reserved in accordance with generally accepted accounting principles; there is no tax deficiency which has been, or to the best of the knowledge, information and belief of the Corporation might be, asserted against the Corporation which would materially affect the business or operations of the Corporation; the Corporation has paid all applicable federal and state payroll and withholding taxes;

(q)

there is no collective bargaining or other union agreement to which the Corporation is a party or by which it is bound, or which is currently being negotiated; the Corporation does not sponsor, maintain or contribute to any pension, retirement, profit sharing, incentive compensation, bonus or other employee benefit plan, including without limitation any employee benefit plan covered by Title 4 of the Employee Retirement Income Security Act of 1974 (“ERISA”) or any “multi-employer plan” as defined in Section 4001(a)(3) of ERISA, or any other employee benefit plan; to the best of the knowledge, information and belief of the Corporation, (i) no employee of the Corporation is a party to or bound by any agreement, contract or commitment, or subject to any restrictions, particularly but without limitation in connection with any previous employment of any such person, which would result in a material adverse change to the Corporation or its business, and (ii) no senior officer has any present intention of

(r)

there is no adverse claim, action, proceeding or investigation pending or, to the knowledge, information and belief of the Corporation, threatened, which questions the validity of the issue or sale of the Shares, Broker Warrants or any shares of Common Stock on exercise of the Broker Warrants or the validity of any action taken or to be taken by the Corporation in connection with this Agreement, the Subscription Agreement or the Investor Rights Agreement or which would result in any material adverse change in the financial condition, results of operations, business or prospects of the Corporation;

(s)

the Corporation will permit the Agent and its legal counsel to conduct all due diligence which the Agent may reasonably require; and

(t)

during the period commencing with the engagement of the Agent on the date of this Agreement and ending on the date on which the full amount of the Offering is sold or the earlier date of termination of the Offering period (the “Final Closing Date”) , the Corporation will inform the Agent in writing of the full particulars of any material change (actual, anticipated or threatened) in the assets, liabilities, business or the financial condition of the Corporation.

6.

Closing Conditions for the Benefit of the Agent

(a)

the Corporation shall have complied with all of its obligations hereunder; the representations and warranties of the Corporation contained herein shall be true and correct in all material respects on and as of each Closing Date as if made on and as of such Closing Date; and the Agent shall have received on each Closing Date a certificate, dated as of such Closing Date and signed by one or more executive officers or directors of the Corporation on behalf of the Corporation and not in his or their personal capacity, to the foregoing effect;

(b)

the Agent shall have received on and as of each Closing Date the favourable opinion of the Corporation’s legal counsel on such matters as the Agent may reasonably request, including:

(i)

the Corporation is incorporated and validly existing under the laws of the jurisdiction in which it is incorporated and has the corporate power and authority to conduct its business as currently conducted by it and to issue and sell the Shares and Broker Warrants (the Shares and the Broker Warrants collectively referred to as the “Securities”) and to enter into and carry out its obligations under this Agreement, the Subscription Agreement, the Investor Rights Agreement, and the Broker Warrants;

(ii)

as to the Corporation's authorized and issued and outstanding capital;

(iii)

each of this Agreement, the Subscription Agreement, the Investor Rights Agreement and the Securities has been duly authorized, executed and delivered by the Corporation and is a legal, valid and binding obligation of the Corporation enforceable against it in accordance with its terms;

(iv)

all necessary action has been taken by the Corporation to authorize the issue of up to 15,000,000 Shares and the issue to the Agent of up to 1,500,000 Commission Shares and a Broker Warrant exercisable for up to 1,500,000 shares of Common Stock and the Corporation has sufficient authorized but unissued shares of Common Stock as may be required to be issued upon the exercise of the Broker Warrant;

(v)

the execution and delivery of this Agreement, the Subscription Agreement and the Investor Rights Agreement and the completion of the transactions contemplated hereby and thereby, the issue of the Shares, the Commission Shares and the Broker Warrant, and the issue of the shares of Common Stock issuable upon exercise of the Broker Warrant do not violate or constitute a breach of any provisions of the articles of incorporation or by-laws of the Corporation, any material contract or other material agreement to which it is a party or by which it is bound and of which such counsel is aware, or any New York, Delaware corporate or United States law or regulation (other than federal and state Securities or “blue sky” laws, as to which such counsel expresses no opinion in this paragraph);

(vi)

the Shares issued to the investors and the Commission Shares issued to the Agent have been duly and validly issued by the Corporation and are outstanding as fully paid and non-assessable shares in the capital of the Corporation and the shares of Common Stock issuable upon exercise of the Broker Warrant will, when issued in accordance with the respective terms and conditions of the Broker Warrant, be validly issued as fully paid and non-assessable shares in the capital of the Corporation;

(vii)

the certificates representing the Shares, Commission Shares and Broker Warrant comply with the requirements of the state laws and any federal laws of the United States applicable to the Corporation and such certificates have been duly and properly approved by the directors of the Corporation;

(viii)

the exemption from any consent, approval, authorization, order, registration, filing or qualification of or with any governmental authority of the United States (or New York or Delaware corporate authority) (other than federal and state securities or “blue sky” laws, as to which such counsel expresses no opinion in this paragraph) for the valid authorization, issue, sale and delivery of the Shares and Commission Shares and the shares of Common Stock issuable upon exercise of the Broker Warrant and the issue and delivery of the Broker Warrant; and

(ix)

the exemption from registration of the issuance of the Shares, Commission Shares and Broker Warrant (including the shares of Common Stock underlying the

(c)

the Agent shall have received copies of the Subscription Agreement and the Investor Rights Agreement executed by the Corporation;

(d)

the Agent shall have received such other agreements, certificates, opinions or documents as the Agent may reasonably request; and

(e)

the fulfilment, to the reasonable satisfaction of counsel for the Agent, of all legal requirements to permit the offer and sale of the Shares and the issue of the Broker Warrant to the Agent.

7.

Confidentiality  

8.

Expenses

9.

Indemnification

(a)

The Corporation agrees to indemnify and hold harmless the Agent and its respective directors, officers, shareholders, employees and agents from and against any and all losses, claims, damages, expenses and liabilities (collectively, “Losses”) arising out of, in relation to or in connection with (i) any breach or non-compliance by the Corporation of or with any of its covenants or representations and warranties herein, or (ii) the services provided by the Agent hereunder, except to the extent that any Losses result from the Agent’s negligence, recklessness or bad faith in performing such services or from the making by the Agent of any unauthorized representations with respect to the Corporation. This indemnity shall survive any termination of this Agreement.

(b)

In case any proceeding (including any governmental investigation) shall be instituted involving any indemnified party in respect of which indemnity may be sought pursuant to the preceding paragraph, such party shall promptly notify the Corporation in writing, and the Corporation, upon the request of such party, shall retain counsel reasonably satisfactory to such party to represent such party and any others the Corporation may

(c)

In any such proceeding, such indemnified party shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such party unless (i) the Corporation and such party shall have mutually agreed to the retention of such counsel or (ii) the named parties to any such proceeding (including any impleaded parties) include the Corporation and such party and representation of both parties by the same counsel is not appropriate as a result of differing interests between them. The Corporation shall not be liable for any settlement of any proceeding effected without its written consent, but if settled with such consent or if there be a final judgment or determination in respect of which the indemnity referred to in this Section 9 is claimed, the Corporation agrees to indemnify such party from and against any loss or liability by reason of such settlement, judgment or determination.

10.

Notices, etc.

If to the Agent:

Clubb Capital Limited

2 Physic Place

London SW3 4HQ

England

Attention:

Joerg Gruber

Telephone:

44-20-7349-3101

Facsimile:

44-20-7349-3140

With a copy to:

Blake, Cassels & Graydon LLP

199 Bay Street, Commerce Court West

Toronto, ON M5L 1A9

Canada

Attention:

John A. Kolada

Telephone:

(416) 863-4171

Facsimile:

(416) 863-2653

If to the Corporation:

SyntheMed, Inc.

Attention:

Robert P. Hickey

President and Chief Executive Officer

Telephone:

732 ###-###-####

Facsimile:

732 ###-###-####

With a copy to:

Eilenberg & Krause LLP

11East 44^th Street, 17^th Floor

New York, NY 10017

Attention:

Keith Moskowitz

Telephone:

212 ###-###-####

Facsimile:

212 ###-###-####

11.

Counterparts

12.

Survival

13.

Governing Law

14.

Time

15.

Entire Agreement

16.

Miscellaneous

Yours sincerely,

CLUBB CAPITAL LIMITED

By:

s/Joerg Gruber

Joerg Gruber

Chairman

Accepted and agreed as of the   3rd  

day of ___April________, 2006.

By:

s/Robert P. Hickey

Robert P. Hickey

President and Chief Executive Officer