EXHIBIT 10









EXHIBIT 10.12




 




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 Elliott H. Vernon (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:




 




22.                                 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.




 




23.                                 THIRD EXTENSION




23.1    Engagement.

The Company hereby retains the Consultant and the Consultant hereby agrees to

perform the services described in Sections 2.1 and 2.2, and in Section 4.2, as

amended, of the Agreement for the Fourth Extension Term.




 




23.2    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.




 




24.                                 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/ Elliott H. Vernon


  	

   


  
	

   


  	

  Salvatore A. Bucci


  	

  Elliott H. Vernon


  
	

   


  	

  President and Chief Executive Officer