EXHIBIT 10









EXHIBIT 10.8




 




PALIGENT INC.




 




THIRD EXTENSION TO THE BOARD

OF DIRECTORS




CONSULTING AND

CONFIDENTIALITY AGREEMENT




 




THIS THIRD EXTENSION TO THE

BOARD OF DIRECTORS CONSULTING AND CONFIDENTIALITY AGREEMENT, AS AMENDED (the

“Third Extension”), is made as of this 16th day of May, 2001 (the

“Effective Date”) by and between PALIGENT INC., a Delaware corporation (the

“Company”) and Michael S. Weiss (the “Consultant”).




 




WHEREAS, the Company and the

Consultant have entered into a Board of Directors Consulting and Confidentiality

Agreement dated as of January 1, 1998 (the “Agreement”);




 




WHEREAS, the Company and the

Consultant have entered into an Extension to the Agreement dated December 3,

1998 (the “Extension”);




 




WHEREAS, the Company and the

Consultant have entered into an Extension to the Agreement dated February 9,

2001 (the “Second Extension”);




 




WHEREAS, the Company and the

Consultant wish to extend the Extension Term for an additional period of one

year commencing January 1, 2001 and ending on December 31, 2001 (the “Third

Extension Term”);




 




NOW, THEREFORE, the Company and

the Consultant, in consideration of the mutual promises contained herein,

hereby agree as follows:




 




10.                                                DEFINITIONS




Capitalized

terms used herein and not otherwise defined herein shall have the respective

meanings set forth in the Agreement, the Extension and the Second Extension.




 




11.                                                THIRD

EXTENSION




11.1    Engagement. The Company

hereby retains the Consultant and the Consultant hereby agrees to perform the

services described in Sections 2.1 and 2.2 of the Agreement for the Third

Extension Term.




 




11.2    Consulting

Compensation.  The Company and the

Consultant agree to amend Section 4.2 by deleting paragraph (a) and replacing

it as follows: “Pay Consultant $50,000 per annum, payable in equal monthly installments.”




 




11.3    Incorporation of Agreement

Provisions. Except as modified herein, the Company and Consultant agree that

all of the provisions of the Agreement, the Extension and the Second Extension

are incorporated herein and shall apply to the Consultancy during the Third

Extension Term with the same force and effect as if forth herein.




 




12.                                                REPRESENTATION,

WARRANTIES AND COVENANTS




Consultant hereby represents, warrants and covenants to the Company

that the Consultant is under no contractual or other restriction or obligation

which is inconsistent with his execution of this Third Extension or the

performance of his duties hereunder and that, during the Third Extension Term,

Consultant did not enter into any agreement either written or oral in conflict

with this Third Extension.




 




The Consultant and the Company have executed and

delivered this Third Extension as a document under seal as of the Effective

Date.




 




	

  PALIGENT INC.


  	

  CONSULTANT:


  
	

   


  	

   


  
	

  By: 


  	

  /s/ Salvatore A. Bucci


  	

   


  	

  /s/ Michael S. Weiss


  	

   


  
	

   


  	

  Salvatore A. Bucci


  	

  Michael S. Weiss


  
	

   


  	

  President and Chief Executive Officer