**EXHIBIT
      10.11**




**FIRST
      AMENDMENT**




**TO**




**EMPLOYMENT
      AGREEMENT**




THIS
      FIRST AMENDMENT (the “First Amendment”) to the EMPLOYMENT AGREEMENT (the
“Agreement”), is made in Hingham, Massachusetts as of the 1 st day of
      January, 2006, between Pathogenics, Inc. a Delaware corporation having its
      executive offices and principal place of business at 99 Derby Street, Suite
      200,
      Hingham, MA 02043 (the “Company”), and Frederic P. Zotos, an individual
      currently residing at 1623 Avalon Drive, Hull, MA 02045
      (“Employee”).




WHEREAS,
      the Parties hereto entered into the Agreement dated March 15, 2005;




WHEREAS,
      the Parties hereto desire to amend certain aspects of the
      Agreement;




NOW,
      THEREFORE, IN CONSIDERATION of the mutual covenants and agreements hereinafter
      set forth, the Company and Executive agree as follows:




1. As
      of the
      date hereof, Section 2(c) shall be amended to read in its entirety as
      follows:




Place
      of Performance .
      Employee shall be based at the Company’s offices in Hingham, Massachusetts
      and/or at the Employee’s office at the Employee’s personal residence within
      reasonable access to the Company’s offices in Hingham, Massachusetts, and the
      Employee shall not be required to relocate to any other location.




2. As
      of the
      date hereof, Section 3(a) shall be amended to read in its entirety as
      follows:




Base
      Salary .
      The
      Company agrees to pay to Employee a base salary (“Base Salary”) at the annual
      rate of $200,000, payable in equal installments consistent with the Company’s
      payroll practices. The Company agrees to annually increase the Base Salary
      at a
      rate of ten percent (10%) above the rate for the preceding year. Notwithstanding
      the forgoing, the Employee may choose to defer and accrue a portion of the
      Base
      Salary. The salary deferral and accrual shall end and Company will pay the
      Employee in full the deferred and accrued salary amount hereunder upon the
      earlier of either the Employee’s own determination, the termination of
      employment of the Employee under the terms of this Agreement, or the expiration
      of the Term of this Agreement. The Employee shall receive interest on any amount
      of deferred and accrued salary hereunder at an annual percentage rate of ten
      percent (10%).




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3. As
      of the
      date hereof, Section 3(c) shall be amended to read in its entirety as
      follows:




Benefits
      and Perquisites .
      Employee shall be entitled to participate in, to the extent Employee is
      otherwise eligible under the terms thereof, the benefit plans and programs,
      and
      receive the benefits and perquisites, generally provided to the Company’s
      employees, including without limitation family medical insurance and life
      insurance. Employee shall be entitled to six weeks of vacation per year.
      Vacation not taken during the applicable fiscal year shall be accrued and
      carried over to the next fiscal year, and thereafter until it is either used
      by
      the Employee or paid for by the Company.




4. As
      of the
      date hereof, Section 4 shall be amended to read in its entirety as
      follows:




(a)  Termination .
      The
      Company may terminate Employee’s employment for Cause (as defined below) or for
      any breach of this Agreement, in which case the provisions of Section 4(b)
      of
      this Agreement shall apply. The Company may also terminate Employee’s employment
      in the event of Employee’s Disability (as defined below), in which case the
      provisions of Section 4(c) of this Agreement shall apply. The Company may also
      terminate the Employee’s employment for any other reason by written notice to
      Employee, in which case the provisions of Section 4(d) of this Agreement shall
      apply. If Employee’s employment is terminated by reason of Employee’s retirement
      or voluntary resignation (only without Good Reason as defined in Section 4(f)
      herein), the provisions of Section 4(b) of this Agreement shall apply. The
      Employee may also terminate the Employee’s employment for any Good Reason by
      written notice to the Company, in which case the provisions of Sections 4(d)
      and
      4(f) of this Agreement shall apply.




(b)  Termination
      for Cause; Termination by Reason of Retirement or Voluntary Resignation (without
      Good Reason) .
      In the
      event that Employee’s employment hereunder is terminated during the Term (x) by
      the Company for Cause (as defined below), (y) by reason of Employee’s retirement
      or (z) by reason of Employee’s voluntary resignation (only without Good Reason
      as defined in Section 4(f) herein), then the Company shall pay to Employee
      only
      the Base Salary through such date of termination. For purposes of this
      Agreement, “Cause” shall mean (i) conviction of any crime (whether or not
      involving the Company) constituting a felony in the jurisdiction involved;
      (ii) engaging in any substantiated act involving moral turpitude; (iii)
      engaging in any act which, in each case, subjects, or if generally known would
      subject, the Company to public ridicule or embarrassment; (iv) gross neglect
      or
      misconduct in the performance of Employee’s duties hereunder; (v) willful
      failure or refusal to perform such duties as may reasonably be delegated to
      Employee; or (vi) material breach of any provision of this Agreement by
      Employee; provided, however, that with respect to clauses (iv), (v) or (vi),
      Employee shall have received written notice from the Company setting forth
      the
      alleged act or failure to act constituting “Cause” hereunder, and Employee shall
      not have cured such act or refusal to act within 10 business days of his actual
      receipt of notice.




(c)  Disability .
      If, as
      a result of Employee’s incapacity due to physical or mental illness, Employee
      shall have been absent from Employee’s duties hereunder on a full time basis for
      one hundred eighty (180) days within any three hundred sixty-five (365) day
      period, the Company may terminate Employee’s employment hereunder for
“Disability”. In that event, the Company shall pay to Employee the Base Salary
      through such date of termination and, in lieu of any further compensation and
      benefits for the balance of the Term, severance pay equal to the Base Salary
      that Employee would have otherwise received during the period beginning on
      such
      date of termination and ending twelve (12) months from the effective date of
      such termination, which severance pay shall be paid commencing with such date
      of
      termination at the times and in the amounts such Base Salary would have been
      paid. Notwithstanding the forgoing, the Company shall also pay the Employee
      in
      full any deferred and accrued salary owed under Section 3(a) of this Agreement,
      and any accrued and unused vacation pay owed under Section 3(c) of this
      Agreement. During any period that Employee fails to perform Employee’s duties
      hereunder as a result of incapacity due to physical or mental illness (a
“Disability Period”), Employee shall continue to receive the compensation and
      benefits provided by Section 3 of this Agreement until Employee’s employment
      hereunder is terminated; provided , however ,
      that
      the amount of compensation and benefits received by Employee during the
      Disability Period shall be reduced by the aggregate amounts, if any, payable
      to
      Employee under disability benefit plans and programs of the Company or under
      the
      Social Security disability insurance program.




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(d)  Termination
      By Company For Any Other Reason .
      In the
      event that Employee’s employment hereunder is terminated by the Company during
      the Term for any reason other than as provided in Section 4(b) of this
      Agreement, then the Company shall pay to Employee the Base Salary through such
      date of termination and, in lieu of any further compensation and benefits for
      the balance of the Term, severance pay equal to the Base Salary that Employee
      would have otherwise received during the period beginning on such date of
      termination and ending twelve (12) months from the effective date of such
      termination, which severance pay shall be paid commencing with such date of
      termination at the times and in the amounts such Base Salary would have been
      paid. Notwithstanding the forgoing, the Company shall also pay the Employee
      in
      full any deferred and accrued salary owed under Section 3(a) of this Agreement,
      and any accrued and unused vacation pay owed under Section 3(c) of this
      Agreement. Notwithstanding anything to the contrary contained herein, in the
      event that Employee shall breach Section 5 or 6 of this Agreement, in addition
      to any other remedies the Company may have in the event Employee breaches this
      Agreement, the Company’s obligation pursuant to this Section 4(d) to continue
      such salary shall cease and Employee’s rights thereto shall terminate and shall
      be forfeited.




(e)  No
      Further Liability; Release .
      Payment
      made and performance by the Company in accordance with this Section 4 shall
      operate to fully discharge and release the Company and its directors, officers,
      employees, subsidiaries, affiliates, stockholders, successors, assigns, agents
      and representatives from any further obligation or liability with respect to
      Employee’s employment and termination of employment. Other than paying
      Employee’s Base Salary through the date of termination of Employee’s employment
      and making any severance payment pursuant to and in accordance with this Section
      4 (as applicable), the Company and its directors, officers, employees,
      subsidiaries, affiliates, stockholders, successors, assigns, agents and
      representatives shall have no further obligation or liability to Employee or
      any
      other person under this Agreement. The Company shall have the right to condition
      the payment of any severance pursuant to this Section 4 upon the delivery by
      Employee to the Company of a release in form and substance satisfactory to
      the
      Company of any and all claims Employee may have against the Company and its
      directors, officers, employees, subsidiaries, affiliates, stockholders,
      successors, assigns, agents and representatives arising out of or related to
      Employee’s employment by the Company and the termination of such
      employment.




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(f)  Termination
      by Employee for Good Reason .
      The
      Employee may terminate his employment for “Good Reason” after giving the Company
      detailed written notice thereof, if the Company shall have failed to cure the
      event or circumstance constituting “Good Reason” within ten (10) business days
      after receiving such notice. Good Reason shall mean the occurrence of any of
      the
      following without the written consent of the Employee:




(i)  the
      assignment to the Employee of duties inconsistent with this Agreement or a
      change in his title or authority;




(ii)  any
      failure by the Company to comply with Section 3 hereof in any material
      way;




(iii)  the
      requirement of the Employee to relocate to locations other than those provided
      in Section 2(c) hereof;




(iv)  the
      failure of the Company to comply with and satisfy Section 7(a) of this
      Agreement; or




(v)  any
      material breach by the Company.




The
      Employee’s continued employment shall not constitute consent to, or a waiver of
      rights with respect to, any act or failure to act constituting Good Reason
      hereunder.




5.  As
      of
      the date hereof, Section 8(r) shall be added to read as
      follows:




(r)  Legal
      Fees and Expenses .
      If any
      contest or dispute shall arise between the Company and the Employee regarding
      any provision of this Agreement, the Company shall reimburse the Employee for
      all legal fees and expenses reasonably incurred by the Employee in connection
      with such contest or dispute. Such reimbursement shall be made as soon as
      practicable following their submission to the Company to the extent the Company
      receives reasonable written evidence of such fees and expenses. The Employee
      shall return to the Company any such reimbursement the Employee receives from
      the Company hereunder as soon as practicable following the resolution of such
      contest or dispute (whether or not appealed), but only if the Company prevails
      to a substantial extent with respect to the Company’s claims brought and pursued
      in connection with such contest or dispute.




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IN
      WITNESS WHEREOF, the Company has caused this First Amendment to be duly executed
      on its behalf by an officer thereunto duly authorized and Executive has duly
      executed this Agreement, all as of the date and year first written
      above.




PATHOGENICS,
                  INC.
              
              EMPLOYEE:/s/
                  Fredric P. Zotos
              
              /s/
                  Frederic P. ZotosFrederic
                  P. Zotos, Esq.
              
              Frederic
                  P. Zotos, Esq.President
                  & CEO




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