This Consulting Agreement (the “Agreement”) is made and entered into as of the First day of October,
2005 (the “Effective Date”) by and between Arbios Systems, Inc., a Delaware corporation (the “Company”),
and Marvin S. Hausman, M.D. (the “Consultant”).
WHEREAS, the Company desires to retain the Consultant and the Consultant desires to be retained by
the Company, all pursuant to the terms and conditions hereinafter set forth;
NOW, THEREFORE, in consideration of the foregoing and the mutual promises and covenants herein
contained, it is agreed as follows:
The Consultant shall receive a fee of $10,000/month, payable bi-monthly in equal amounts of
$5,000 on the 15 th and 30 th of each month for a term of three (3) months commencing on the
Effective Date. The term can be renewable upon the expiration upon the mutual agreement of
both the Company and Consultant.
The Consultant will also receive a five-year non-qualified stock option to purchase 30,000 shares
of the Company’s common stock, to be granted pursuant to the Company’s 2005 Stock
Incentive Plan. The shares will be exercisable at the current market price on the date of grant.
The vesting of the stock options shall be determined based on the achievement of the following
milestones : 1) One-half (50%) (15,000 shares) of the options shall vest on November 8, 2005 if
the Company has enrolled 5 patients for the SEPET pilot clinical trial by November 8, 2005
(“Milestone 1”); 2) if the Company has enrolled 15 patients before December 31, 2005
(“Milestone 2”) AND Milestone 1 was achieved, one-hundred percent (100%) (30,000 shares)
of the options shall vest on December 31, 2005; and 3) if the Company has achieved Milestone
2 but NOT Milestone 1, then 25,000 shares will vest on December 31, 2005 (i.e the 5,000
shares associated with Milestone 1 shall be forfeited). If Milestones 1 and 2 are not achieved,
and as long as the Consultant is still retained by the Company in his capacity as an