Exhibit
      10.1

     

    
      
        	
                Preliminary
                  Binding Agreement Between Osteologix, Inc.

                and
                  Charles Casamento

              


      

      


      The
        following, when signed by Osteologix, Inc. (the “Company”) and Charles Casamento
        is intended to be a binding agreement between the parties. However, the parties
        intend to supersede this Preliminary Binding Agreement by definitive written
        documents; however, if the parties are unable to complete such definitive
        written documents, then this Preliminary Binding Agreement will be binding
        and
        enforceable, and either party may bring an action in a court of competent
        jurisdiction to enforce the terms hereof. 

      


      
        	
                Employment/Board
                  Termination:

              	
                Charles
                  Casamento will resign as President and Chief Executive Officer
                  of the
                  Company, effective April 3, 2007, effecting Mr. Casamento’s termination as
                  an employee of the Company and its affiliates. Mr. Casamento will
                  be
                  entitled to receive reimbursements for expenses incurred per existing
                  Company policies, a final paycheck for services through date of
                  termination and payment for accrued but unused vacation as of April
                  3,
                  2007. Mr. Casamento will continue to serve as a member of the Company’s
                  Board of Directors until the Company’s 2007 Annual Meeting of Stockholders
                  but will not run for re-election.

              
	 	 
	
                Additional
                  Compensation:

              	
                The
                  Company and Mr. Casamento will waive all notice of termination
                  periods set
                  forth in, and all further service requirements under, the Service
                  Agreement effective October 18, 2004 (the “Service Agreement”). In
                  connection with Mr. Casamento’s termination of employment, the Company
                  shall pay Mr. Casamento $420,000 which shall be paid by the Company
                  in three equal monthly installments of $35,000 commencing on April
                  25,
                  2007 to be followed by a lump sum payment of $315,000 which shall
                  be
                  payable on July 3, 2007 (subject
                  to applicable withholding) as additional compensation, in lieu
                  of the cash
                  Severance Amount otherwise due under Section 9.4 of the Service
                  Agreement

              
	 	 
	
                Continuation
                  of Benefits:

              	
                The
                  Company shall provide continuation, at the Company’s expense, of the
                  benefits currently received by Mr. Casamento and his family (including,
                  without limitation, medical, life and disability insurance, and
                  automobile
                  benefits) for a period for twelve (12) months commencing on the
                  date of
                  termination of employment.

              


      

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

       

       

      
        	
                Outstanding
                  Stock Options:

              	
                In
                  accordance with the terms of the Equity Incentive Plan Stock Option
                  Agreement dated October 5, 2006, (the “Option Agreement”) 58,333 of the
                  350,000 Incentive Stock Options granted to Mr. Casamento under
                  the
                  Company’s Equity Incentive Plan shall be deemed to have vested. This
                  amount shall be comprised of (i) the 43,749 Incentive Stock Options
                  that
                  are scheduled to vest on April 30, 2007, (ii) the 7,292 Incentive
                  Stock
                  Options that are scheduled to vest on May 31, 2007 and (iii) the
                  7,292
                  Incentive Stock Options that are scheduled to vest on June 30,
                  2007. The
                  vested Incentive Stock Options shall be exercisable in accordance
                  with the
                  terms set forth in the Option Agreement; provided however, that
                  the
                  exercise period for such vested Incentive Stock Options shall be
                  extended
                  through October 3, 2007.

              
	 	 
	
                Outstanding
                  Warrants:

              	
                In
                  accordance with the terms of the Common Stock Purchase Warrant
                  issued on
                  May 24, 2006, 429,657 of the Warrants held by Mr. Casamento shall
                  be
                  deemed vested. This amount shall be comprised of (i) 8,690 Warrants
                  that
                  vested on May 24, 2005, plus
                  (ii) an additional 420,967 Warrants that would have been vested
                  as of June
                  30, 2007. The vested Warrants shall be exercisable in accordance
                  with the
                  terms set forth in the Warrant as would be applicable to an involuntary
                  termination under a Good Leaver Scenario.

              
	 	 
	
                Consulting
                  Arrangement:

              	
                In
                  order to provide a smooth and orderly transition to his successor,
                  the
                  Company will enter into a three (3) month consulting agreement
                  with the
                  Company. Mr. Casamento ́s services shall be deemed paid for in full by the
                  additional compensation being made. During the three month period,
                  Mr.
                  Casamento will not be required to come to the office, will only
                  be
                  responsible to participate in transition assistance (not to exceed
                  80
                  hours per month) as mutually and reasonably agreed between Mr.
                  Casamento
                  and the new CEO (until appointment of the new CEO, as mutually
                  agreed
                  between Mr. Casamento and the CFO), will not be required to travel
                  more
                  than ten days per month, will be reimbursed for reasonable expenses
                  and
                  may pursue other business opportunities.


              


      

       

      
        
          
          

        

        
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                Publicity:

              	
                The
                  Company and Mr. Casamento agree that the Company’s press release and Form
                  8-K announcing Mr. Casamento’s resignation will be substantially in the
                  forms attached hereto as Exhibit
                  A
                  and Exhibit
                  B.

              
	 	 
	
                General
                  Release:

              	
                The
                  parties will execute a mutual general release of all claims but
                  preserving
                  full indemnification rights for Mr. Casamento’s service as an officer and
                  director and preserving any and all rights related to his options
                  and
                  warrants, as amended as provided above. This general release of
                  claims
                  shall apply to any claim of any type, including, without limitation,
                  any
                  and all claims arising under common law, under Title VII of the
                  Civil
                  Rights Act of 1964, the Civil Rights Act of 1991, the Age Discrimination
                  in Employment Act of 1967, the Older Workers Benefit Protection
                  Act, the
                  Americans With Disabilities Act of 1990, the Rehabilitation Act
                  of 1973,
                  the Family and Medical Leave Act of 1993, the Worker Adjustment
                  Retraining
                  and Notification Act, the Employee Retirement Income Security Act
                  of 1974,
                  the Sarbanes-Oxley Act of 2002 and any other federal, state or
                  local
                  statutes, regulations, ordinances or common law or under any plan,
                  program, policy, agreement, covenant, or understanding, whether
                  written or
                  oral between Osteologix and its officers, directors and affiliates
                  on the
                  one hand and Mr. Casamento on the other hand.

              
	 	 
	
                Other:

              	
                Osteologix
                  will agree that none of its officers or directors will make any
                  disparaging, negative or adverse remarks whatsoever, whether in
                  public or
                  private, concerning Mr. Casamento, including his performance as
                  an officer
                  and employee of Osteologix. Mr. Casamento will agree that he will
                  not make
                  any disparaging, negative or adverse remarks whatsoever, whether
                  in public
                  or private, concerning Osteologix, including its employees, members
                  of its
                  board of directors, business, and products/services. Mr. Casamento
                  further
                  will agree not to make use of (other than in connection with the
                  performance of his services pursuant to his consulting agreement
                  with
                  Osteologix and continued Board service) or provide to any third
                  party
                  (excluding Company employees and counsel), any non-public information
                  with
                  respect to Osteologix for any reason. The foregoing will not apply
                  to
                  factual statements made in connection with legal proceedings, governmental
                  and regulatory investigations and actions, and internal Company
                  investigations. 

              


      

      
         

      

      
        
          
          

        

        
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IN
        WITNESS WHEREOF, the undersigned have entered into this agreement to be
        interpreted and construed under the substantive laws of the State of
        California.

      


      
        	OSTEOLOGIX,
                INC.	 	 	 
	 	 	 	 
	By: 	
              	 	 	 
	
              	
                
 	 	 	
              
	Its: 	
              	 	 	 
	 	
                

              	 	 	 
	 	 	 	 


      

       

      
        	 	 	 	 
	 	 	 	 
	
                
Charles
                Casamento	 	 	
              
	 	 	 	 


      

    

     

     

    
      
        
        

      

      
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