EXHIBIT 10









EXHIBIT 10.9




 




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 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 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:




 




13.           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.




 




14.           THIRD EXTENSION




14.1    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.




 




14.2    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.”




 




14.3    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.




 




15.           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/ Elliott H. Vernon


  	

   


  
	

   


  	

  Salvatore A. Bucci


  	

  Elliott H. Vernon


  
	

   


  	

  President and Chief Executive Officer