Exhibit
      10.20







**FIRST
      AMENDMENT**




**TO**




**CONSULTANCY
      AGREEMENT**




THIS
      FIRST
      AMENDMENT (the “First Amendment”) to the CONSULTANCY AGREEMENT (the
“Agreement”), is made in Hingham, Massachusetts as of the 1st day of
      January, 2007, by and 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 “Corporation”), and Michael L. Ferrari (the
“Consultant”), an individual residing at 6488 84th Street, Middle Vlg, NY
      11379.




WHEREAS,
      the Parties hereto entered into the Agreement dated January 1,
      2006;




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 1 shall be amended to read in its entirety
                as
                follows:




Term .
      The term
      of this Agreement commenced on January 1, 2006 and shall continue from January
      1, 2007, for a period of forty-eight (48) consecutive months (the “Term”). This
      Agreement may be terminated by either party at any time upon one (1) month’s
      prior written notice. In the event the Corporation terminates this Agreement,
      the Corporation shall pay Consultant his Retainer (as defined below) for the
      balance of the Term, and severance pay equal to twelve (12) months of the
      Retainer on such date of termination (“Severance Pay”), which Severance Pay
      shall be paid in full within thirty (30) days of such termination.




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




Compensation .
      The
      Corporation shall pay Consultant a retainer at the monthly rate of ten-thousand
      dollars ($10,000/month) commencing January 1, 2007 (“Retainer”). The Corporation
      agrees to annually increase the Retainer at a rate of ten percent (10%) above
      the rate for the preceding year. Notwithstanding the forgoing, the Consultant
      may choose to defer and accrue a portion of the Retainer. This deferral and
      accrual shall end and Corporation will pay the Consultant in full the deferred
      and accrued Retainer amount hereunder upon the earlier of either the
      Consultant’s own determination, the termination of this Agreement, or the
      expiration of the Term of this Agreement. The Consultant shall receive interest
      on a monthly basis on any amount of deferred and accrued Retainer hereunder
      at
      an annual percentage rate of ten percent (12%).







3.
            As
                of the date hereof, Section 15(g) shall be added to read as
                follows:




(g) Legal
      Fees and Expenses .
      If any
      contest or dispute shall arise between the Corporation and the Consultant
      regarding the Consultant’s interpretation of or determinations under this
      Agreement, or any actual, threatened or contemplated litigation or legal,
      administrative or other proceeding involving any provision of this Agreement,
      the Corporation shall pay the Consultant for all legal fees, court costs, fees
      of experts and other costs expenses when reasonably incurred by the Consultant
      in connection with such contest or dispute. Such reimbursement shall be made
      as
      soon as practicable following their submission to the Corporation to the extent
      the Corporation receives reasonable written evidence of such fees and expenses.




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




PATHOGENICS,
                  INC.
              
              CONSULTANT:Frederic
                  P. Zotos, Esq.
              
              Michael
                  L. FerrariPresident
                  & CEO








Page
      2 of
      2