**EXHIBIT
      10.13**





February
      17, 2006


Frederic
      P. Zotos, Esq.


President
      & CEO


Pathogenics,
      Inc.


99
      Derby
      Street, Suite 200


Hingham,
      MA 02043 USA





Dear
      Fred:




This
      letter is to confirm our mutual agreement and understanding with respect to
      the
      role of Qualified Ventures, LLC ("QV") as a consultant in connection with the
      potential merger, asset purchase, licensing agreement or similar business
      combination (the "Transaction") between Pathogenics, Inc. ("Pathogenics") and
      Acuity Pharmaceuticals, Inc. ("Partner").




In
      the
      capacity as a consultant, QV has introduced Pathogenics and Partner. In
      consideration for such efforts and services, Pathogenics shall pay QV a fee
      equal to a percentage of the amount of the total consideration paid by the
      Partner to Pathogenics, its employees, former or current equity holders in
      connection with the Transaction according to the following formula:




|· | Five
              percent (5%) of the first $1,000,000
              received
|- | ------------------------------------------------------------------------------

|· | Four
              percent (4%) of the second $1,000,000
              received
|- | -------------------------------------------------------------------------------

|· | Three
              percent (3%) of the third $1,000,000
              received
|- | -------------------------------------------------------------------------------

|· | Two
              percent (2%) of the fourth $1,000,000
              received
|- | ------------------------------------------------------------------------------

|· | One
              percent (1%) of any amount received
              thereafter
|- | ------------------------------------------------------------------------------



Pathogenics
      shall pay such fee to QV simultaneously with the closing and consummation of
      the
      Transaction by and between the Pathogenics and Partner. Pathogenics shall pay
      QV
      such fee on any consideration paid to Pathogenics by Partner at any time other
      than the closing of the Transaction within seven days of being received by
      Pathogenics. Pathogenics agrees to keep QV apprised of the progress with respect
      to the Transaction.


The
      parties acknowledge that QV is an independent contractor and shall not be
      considered an agent of the Partner or to have a fiduciary duty to the Partner
      and may not bind or obligate the Partner.




This
      agreement shall be governed by and construed in accordance with the internal
      laws of the State of New York applicable to agreements made and to be wholly
      performed within such state without regard to any State's principles of conflict
      of laws.


If
      the
      foregoing represents a full understanding of our agreement, please sign below
      in
      the place indicated and return one copy to me.








Agreed
      to
      By:


/s/
      Baruch Ruttner


Baruch
      Ruttner, M.D.


Qualified
      Ventures, LLC




/s/
      Frederic P. Zotos


Frederic
      P. Zotos, Esq.


Pathogenics,
      Inc.