**EXHIBIT
      10.12**





CONSULTANCY
      AGREEMENT








**CONSULTANCY
      AGREEMENT** (the
      “Agreement”) dated as of January 1 st ,
      2006
      (the “Effective Date”), by and between Pathogenics, Inc., a Delaware corporation
      (the “Corporation”), having a place of business at 99 Derby Street, Suite 200,
      Hingham, MA 02043, and Michael L. Ferrari (the “Consultant”), an individual
      residing at 2-47 150th Street, Whitestone, NY 11357.





**WHEREAS,** the
      Corporation desires that it be able to call upon the experience and knowledge
      of
      Consultant for consultation services and advice concerning the clinical,
      regulatory and business development of therapeutic drugs and the technical
      evaluation of commercial applications of such technologies; and,





**WHEREAS,** Consultant
      is willing to render such services to the Corporation on the terms and
      conditions hereinafter set forth in this Agreement;





**NOW,
      THEREFORE,** in
      consideration of the promises and mutual covenants contained herein and for
      other good and valuable consideration, the parties hereto agree as
      follows:




1.  Term
      and Termination of Agreement .
      Commencing on the Effective Date, Consultant shall be retained by the
      Corporation on a monthly basis for a period of three (3) years, which shall
      be
      renewable upon written agreement of the parties for additional three-year
      periods. The initial term and any extensions or renewals thereof shall
      constitute the “Consulting Term.” This Agreement may be terminated by either
      party at any time upon one (1) year’s prior written notice.




2.  Position
      and Responsibilities .
      Consultant hereby agrees to serve as a consultant to the Corporation and to
      render such advice and services to the Corporation as may be reasonably required
      by the Corporation including, without limitation, advising the Corporation
      with
      respect to the direction of the Corporation’s research and product development
      and business development activities. During the Consulting Term, Consultant
      shall report directly to Frederic P. Zotos, President of the
      Corporation.





3.  Compensation .
      The
      Corporation shall pay Consultant a monthly retainer of five-thousand dollars
      ($5,000/month) per month for Consultant’s first forty (40) hours of billable
      work each month, and an hourly rate of one-hundred dollars per hour ($100/hr.)
      for each hour thereafter. Consultant shall not exceed forty hours of billable
      work per month without first providing the Corporation with a written estimate
      of the expected excess hours, and then obtaining written pre-authorization
      from
      the Corporation. In the event Consultant exceeds forty hours of billable work
      in
      any given month, the Consultant shall provide the Corporation with an invoice
      documenting Consultant’s activities and billable time in excess of forty hours,
      and Corporation shall pay this invoice upon receipt (except as indicated herein
      below) if the amount is not in dispute. Notwithstanding anything to the contrary
      above, payment of the invoices following the execution of this Agreement shall
      be deferred and accrued by the Corporation until such time as the Corporation
      has sufficient funds to do so, but in no event later than January 31 st ,
      2007,
      whereupon the Corporation shall pay all the deferred and accrued invoices,
      and
      shall cease to defer and accrue any future invoices.




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4.  Expenses .
      Consultant shall be reimbursed in accordance with the policies of the
      Corporation for necessary and reasonable pre-approved business expenses incurred
      by Consultant in connection with their performance of his duties hereunder.
      Consultant shall provide the Corporation with an invoice documenting
      Consultant’s reimbursable expenses, and Corporation shall pay this invoice
      within thirty (30) days of receipt if the amount is not in dispute.





5.  Confidentiality .
      Consultant recognizes and acknowledges that, in the course of his duties,
      Consultant may receive confidential or proprietary information owned by the
      Corporation or other third parties with whom the Corporation has an obligation
      of confidentiality. Therefore, during and after the Consulting Term, Consultant
      agrees to keep confidential and not disclose or use (except in connection with
      the fulfillment of his consulting duties to the Corporation under this
      Agreement) all confidential or proprietary information owned by or receive
      by or
      on behalf of the Corporation. “Confidential Information” shall include, but
      shall not be limited to, confidential or proprietary scientific or technical
      information customers, development programs, costs, marketing, trading,
      investment, sales activities, promotion, credit and financial data,
      manufacturing processes, financing methods, plans or the business and affairs
      of
      the Corporation generally, or of any subsidiary or affiliate of the Corporation.
      “Confidential Information” shall not include, however, information in the public
      domain, information disclosed to Consultant by a third party entitled to
      disclose it without obligation of confidentiality or information already known
      to Consultant prior to its receipt.


6.  Non-Solicitation .
      During
      the Consulting Term and for a period of one year thereafter, Consultant shall
      not directly or indirectly employ, solicit for employment or advise or recommend
      to any other person that they employ or solicit for employment any person whom
      he knows to be an employee of the Corporation or any parent, subsidiary or
      affiliate of the Corporation.





7.  Ownership
      of Work Product and Inventions .
      In
      consideration of the compensation paid to the Consultant by the Corporation
      in
      paragraph 3 of this Agreement, Consultant hereby assigns to the Corporation
      all
      his right, title and interest in all Consultant's work product and inventions,
      including any and all data, plans, reports and recommendations, as well as
      any
      inventions or improvements, conceived or made individually or jointly with
      others while performing consulting activities under this Agreement, relating
      to
      any work within the scope of this Agreement and/or relating to the business
      of
      and/or resulting from Consultant's services upon behalf of the Corporation
      ("Work Product and Inventions") shall be considered as work made for hire,
      made
      and held by Consultant in a fiduciary capacity for the exclusive benefit of
      the
      Corporation. Work Product and Inventions shall be the sole and exclusive
      property of the Corporation and shall not be disclosed to any other party
      without the prior written approval of the Corporation and such Work Product
      and
      Inventions shall be considered Confidential subject to section 5
      above.




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Consultant
      shall promptly and disclose fully to the Corporation or its designated agent,
      but to no other person, any and all inventions, improvements, formulas,
      processes and the like (also “Inventions”), arising while performing consulting
      activities under this Agreement. When requested by the Corporation, either
      during or subsequent to the term of this Agreement, Consultant shall assist
      the
      Corporation and its agents in the preparation, filing and prosecution of patent
      applications, covering such inventions, and in the enforcement or defense of
      any
      patent which may issue therefrom. Consultant shall assign, transfer, and set
      over unto the Corporation his entire right, title and interest in and to any
      and
      all Work Product and Inventions, as well as any patent application(s) relating
      to such Work Product and Inventions that arise from his consulting activities
      for the Corporation hereunder. Consultant agrees to cooperate fully in the
      prosecution of any patent applications resulting from any such invention, at
      the
      expense of the Corporation, which cooperation shall include executing any
      necessary documents in connection therewith. The filing of all such
      applications, as well as the issuance and maintenance of patent therefrom,
      shall
      be at the sole discretion of the Corporation.




8.  Specific
      Performance .
      Consultant acknowledges and agrees that the Corporation’s remedies at law for a
      breach or threatened breach of an of the provisions of paragraph 5 through
      7 of
      this Agreement would be inadequate and, in recognition of this fact, Consultant
      agrees that, in the event of such a breach or threatened breach, in addition
      to
      any remedies at law, the Corporation shall be entitled to obtain equitable
      relief in the form of specific performance, temporary restraining order,
      temporary or permanent injunction or any equitable remedy which may then be
      available.





9.  Representation
      of Consultant: Use of Name .
      Consultant hereby represents that there are no binding agreements to which
      he is
      a party or by which he is bound forbidding or restricting his activities herein.
      In addition, Consultant consents to the use of his name in various reports,
      brochures or other documents produced by or on behalf of the Corporation,
      including any and all documents filed with the Securities and Exchange
      Commission.





10.  Consultant
      Not an Employee .
      The
      Corporation and Consultant hereby acknowledge and agree that Consultant shall
      perform the services hereunder as an independent contractor and not as an
      employee of the Corporation. Consultant agrees that he will file his own tax
      returns on the basis of his status as an independent contractor for the
      reporting of all income, social security, employment and other taxes due and
      owing on the consideration received by him under this Agreement and that he
      is
      responsible for the payment of such taxes. Similarly, Consultant shall not
      be
      entitled to benefits specifically associated with employment status, such as
      medical, dental and life insurance, stock or stock options of the Corporation
      (except as specifically provided in this Agreement) and shall not be entitled
      to
      participate in any other employer benefit programs. As an independent
      contractor, Consultant acknowledges, understands and agrees that he is not,
      and
      shall not represent himself to third parties as being, the agent or
      representative of the Corporation nor does he have, and shall not represent
      himself to third parties as having, power or authority to do or take any action
      for or on behalf of the Corporation, as its agent, representative or otherwise,
      except as specifically set forth herein. Consultant agrees to defend, indemnify
      and hold the Corporation harmless from any and all claims made by any entity
      on
      account of an alleged failure by Consultant to satisfy any tax or withholding
      obligations.




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11.  Representation
      and Warranty .
      Consultant represents and warrants to the Corporation that all services and
      advice offered to the Corporation are provided based on best efforts and a
      good
      faith belief of the veracity of such services and advice. Given such
      representations and warranties the Corporation agrees to not hold Consultant
      liable for any errors, omissions or consequential damages that may occur as
      a
      result of Consultant's services provided hereunder.





12.  Limitation
      of Liability .
      Corporation acknowledges that it has substantial knowledge, experience and
      expertise with respect to the matters as to which Consultant will provide
      consulting services and that it is able to and will independently evaluate
      any
      advice rendered by Consultant to Corporation in the performance of its duties
      hereunder. Therefore, Corporation agrees that neither Consultant nor any of
      its
      officers, directors, shareholders or affiliates shall have any liability
      whatsoever for any advice rendered to Corporation under this Agreement.
      Corporation’s sole remedy for Consultant’s failure to perform under the terms of
      this Agreement shall be to terminate this Agreement in accordance with the
      terms
      of Section 1 herein.





13.  Indemnification .
      Corporation shall indemnify and hold Consultant harmless from any claim, suit,
      loss, liability damage or expense (including attorney’s reasonable fees) arising
      from Consultant’s service hereunder, including any losses arising from the use
      by Corporation of any advice given by Consultant. Consultant shall indemnify
      and
      hold Corporation harmless from any losses arising from negligence or wrongful
      or
      intentionally willful misconduct or omissions of Consultant.





14.  Consulting
      for Third Parties .
      The
      Corporation recognizes that Consultant may, from time to time during the term
      of
      this Agreement and at his sole discretion, provide consulting services to other
      parties. Consultant agrees to notify the Corporation in such case and to provide
      information to the Corporation as reasonably necessary to demonstrate that
      such
      consulting services do not compete with the business of the Corporation. The
      Corporation also agrees to permit Consultant to notify other parties with
      information about this Agreement as reasonably necessary to demonstrate that
      such consulting services do not compete with the business of the
      Corporation.





15.  Miscellaneous ,




(a)  Governing
      Law and Dispute Resolution .
      This
      Agreement shall be governed by and construed in accordance with the laws of
      the
      State of New York, without regard to principals of conflicts of laws. Subject
      to
      the following, for purposes of this Agreement, each Party consents, for itself
      and its Affiliates, to the jurisdiction of the courts of the state of New York,
      county of Manhattan and the U.S. District Court for New York.





(b)  Entire
      Agreement .
      This
      Agreement contains the entire understanding of the parties with respect to
      the
      retention of Consultant by the Corporation. There are no restrictions,
      agreements, promises, warranties, covenants or undertaking between the parties
      with respect to the subject matter herein other than those expressly set forth
      herein. This Agreement may not be altered, modified or amended except by written
      instrument signed by the parties hereto.





(c)  No
      Waiver .
      The
      failure of a party to insist upon strict adherence to any term of this Agreement
      on any occasion shall not be considered a waiver of such party’s rights or
      deprive such party of the right thereafter to insist upon strict adherence
      to
      that term or any other term of this Agreement.





(d)  Severability .
      In the
      event that any one or more of the provisions of this Agreement shall be or
      become invalid, illegal or unenforceable in any respect, the validity, legality
      and enforceability of the remaining provisions of this Agreement shall not
      be
      affected thereby.




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(e)  Successor;
      Binding Agreement .
      This
      Agreement shall inure to the benefit of and be binding upon the parties hereto
      and their respective heirs, representatives, successors and assigns. Consultant
      may not assign this Agreement without the prior written consent of the
      corporation.





(f)  Counterpart;
      Effectiveness .
      This
      Agreement may be signed in counterparts, each of which shall be an original,
      with the same effect as if the signatures thereto and hereto were upon the
      same
      instrument.





(g)  Survival
      of Termination .
      Paragraph 5 (only for three years after the termination of this Agreement),
      6
      (only for one year after the termination of this Agreement), 7, 8, 9, 10, 11,
      12, 13 and 15 shall survive the termination of this Agreement.





**IN
      WITNESS WHEREOF,** the
      undersigned have duly executed this Agreement as of the date first above
      written.








PATHOGENICS,
      INC.






By: /s/
      Frederic P. Zotos


Frederic
      P. Zotos, Esq.


President
      & CEO




MICHAEL
      L. FERRARI.




By: /s/
      Michael L. Ferrari


Michael
      L. Ferrari






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