OSTEOLOGIX,
      INC.

    


    AMENDMENT
      NO. 2

    TO

    EMPLOYMENT
      AGREEMENT

    


    


    This
      Amendment No. 2 to Employment Agreement is dated as of June 5, 2008 (this
“Amendment”),
      by
      and between Osteologix, Inc., a Delaware Corporation (the “Company”),
      and
      Mr. Philip J. Young (the “Executive”).

    


    RECITALS

    


    A. The
      Company and the Executive have previously entered into an Employment Agreement
      dated as of April 3, 2007 and amended as of December 12, 2007 (the “Agreement”).

    


    B. The
      parties each desire to amend the Agreement as set forth herein.

    


    


    In
      consideration of the mutual promises, terms, provisions and conditions set
      forth
      in this Amendment, the parties hereby agree as follows:

    


    


    AMENDMENT

    


    1.   
      Section 5(g) is amended and restated in its entirety as follows:

    


    (g) 
Severance
      Benefits

    


    (i) 
      In
      the
      event that the Company terminates the Executive’s employment without Cause (as
      defined above) or the Executive terminates his employment for Changed
      Circumstances (as defined above), subject to the terms and conditions of this
      Section 5(g), the Company will pay severance on a monthly basis to the Executive
      and will provide the continuation of the benefits set forth in Section 4(e)
      and
      4(f) for a period of twelve (12) months from the date of
      termination.

    


    (ii) 
      The
      severance amount and benefits continuation set forth in Section 5(g)(i) are
      referred to herein as the “Severance Benefits.” The continuation of any group
      health plan benefits shall be to the extent authorized by and consistent with
      29
      U.S.C. § 1161 et seq. (commonly known as “COBRA”), with the cost of the regular
      employer portion of the premium for such benefits paid by the Company. The
      Executive’s right to receive Severance Benefits under Subsection 5(g)(i) is
      conditioned upon (x) the Executive’s prior execution and delivery to the Company
      of a general release of any and all claims and causes of action of the Executive
      against the Company and its officers and directors, excepting only the right
      to
      any compensation, benefits and/or reimbursable expenses due and unpaid under
      Sections 4 and/or 5(g)(i) of this Agreement, and (y) the Executive’s continued
      performance of those obligations hereunder that continue by their express terms
      after the termination of his employment, including without limitation those
      set
      forth in Sections 8, 9 and 10. Any
      Severance Benefits to be paid hereunder shall be payable in accordance with
      the
      payroll practices of the Company for its executives generally as in effect
      from
      time to time, and subject to all required withholding of taxes.

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    2.   
      The first paragraph of Section 6 is amended and restated in its entirety as
      follows:

    


    6. 
Change
      in Control.
      If the
      Executive’s employment is terminated by the Company, with or without Cause or by
      the Executive for Changed Circumstances, following the Change in Control Date,
      the Executive shall receive those Severance Benefits provided in Section 5(g)(i)
      plus
      Executive’s pro rata Bonus Compensation to the date of termination, which
      Severance Benefits shall be subject to the terms set forth in Section 5(g)(ii)
      and shall be in lieu of any benefits to which the Executive is otherwise
      entitled pursuant to Section 5(g). “Change in Control Date” means the first date
      on which a Change in Control occurs. “Change in Control” means an event or
      occurrence set forth in any one or more of subsections (a) through (c) below
      (including an event or occurrence that constitutes a Change in Control under
      one
      of such subsections but is specifically exempted from another such
      subsection):

     

    3.   
      Except as expressly set forth herein, the Agreement remains in full force and
      effect.

    


    


    IN
      WITNESS WHEREOF, this Amendment has been executed as sealed instrument by the
      Executive and the Company by its duly authorized representative, as of the
      date
      first written above. 

    


    


    EXECUTIVE

    


    


    /s/
      Philip J.
      Young                                    
  

    Philip
      J.
      Young

    


    


    


    COMPANY
      

    


    


    /s/
      Klaus Eldrup
      Jorgensen                      


    By:
      Chairman of the Board