EXHIBIT 10









EXHIBIT 10.13




 




PALIGENT INC.




 




FOURTH EXTENSION TO THE BOARD OF DIRECTORS




CONSULTING AND CONFIDENTIALITY AGREEMENT




 




THIS FOURTH EXTENSION TO THE

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

“Fourth Extension”), is made as of this 2nd   day of January, 2002 (the “Effective Date”)

by and between PALIGENT INC., a Delaware corporation (the “Company”) and Zola

P. Horovitz, Ph.D. (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 have entered into an Extension to the Agreement dated May 16, 2001

(the “Third Extension”);




 




WHEREAS, the Company and the

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

year commencing January 1, 2002 and ending on December 31, 2002 (the “Fourth

Extension Term”);




 




NOW, THEREFORE, the Company and

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

hereby agree as follows:




 




25.                                 DEFINITIONS




Capitalized

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

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

the Third Extension.




 




26.                                 THIRD

EXTENSION




26.1    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 Fourth Extension Term.




 




26.2    Incorporation

of Agreement Provisions.  Except as

modified herein, the Company and Consultant agree that all of the provisions of

the Agreement, the Extension, the Second Extension and the Third Extension are

incorporated herein and shall apply to the Consultancy during the Fourth Extension

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




 




27.                                 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 Fourth Extension or the performance of his duties

hereunder and that, during the Fourth Extension Term, Consultant did not enter

into any agreement either written or oral in conflict with this Fourth Extension.




 




The Consultant and the Company

have executed and delivered this Fourth Extension as a document under seal as

of the Effective Date.




 




	

  PALIGENT

  INC.


  	

  CONSULTANT:


  	

   


  
	

   


  	

   


  	

   


  
	

  By:


  	

  /s/

  Salvatore A. Bucci


  	

   


  	

  /s/ Zola P.

  Horovitz


  	

   


  
	

   


  	

  Salvatore A.

  Bucci


  	

  Zola P.

  Horovitz, Ph.D.


  	

   


  
	

   


  	

  President

  and Chief Executive Officer