Exhibit 10.22

CREDIT AGREEMENT
Pennsylvania

March 1, 2005

Borrower: MXL INDUSTRIES, INC., a Delaware corporation, having its chief executive office at 1764 Rohrerstown Road, Lancaster, PA 17601

Bank: MANUFACTURERS AND TRADERS TRUST COMPANY, a New York banking corporation with its chief executive office at One M&T Plaza, Buffalo, NY 14240. Attention: Office of General Counsel.

The Bank and the Borrower agree, intending to be legally bound, as follows:

1. DEFINITIONS.

a. "Obligations" means any and all indebtedness or other obligations of the Borrower to the Bank in any capacity, now existing, however created or evidenced, regardless of kind, class or form, whether direct, indirect, absolute or contingent (including obligations pursuant to any guaranty, endorsement, other assurance of payment or otherwise of Borrower to Bank), whether joint or several, whether from time to time reduced and thereafter increased, or entirely extinguished and thereafter reincurred, together with all extensions, renewals and replacements thereof, and all interest, fees, charges, costs or reasonable expenses which accrue on or in connection with the foregoing, including any indebtedness or obligations (i) not yet outstanding but contracted for, or with regard to which any other commitment by the Bank exists; (ii) arising prior to, during or after any pendency of any bankruptcy, insolvency, receivership or other similar proceeding; (iii) owed by the Borrower to others and which the Bank obtained, by assignment or otherwise; and (iv) payable under this Agreement.

b. "Transaction Documents" means this Agreement and all documents, instruments or other agreements by the Borrower in favor of the Bank in connection (directly or indirectly) with the Obligations, now in existence, including promissory notes, security agreements, guaranties and letter of credit reimbursement agreements.

2. REPRESENTATIONS AND WARRANTIES. The Borrower makes the following representations and warranties and any "Additional Representations and Warranties" on the schedule attached hereto and made part hereof (the "Schedule"), all of which shall be deemed to be continuing representations and warranties as long as this Agreement is in effect:

a. Good Standing; Authority. The Borrower is duly organized, validly existing and in good standing under the laws of the jurisdiction in which it was formed. The Borrower is duly authorized to do business in each jurisdiction in which failure to be so qualified might have a material adverse effect on its business or assets and has the power and authority to own the Collateral used as security for the Obligations and to use it in the ordinary course of business now and in the future.

b. Compliance. The Borrower is not in violation of any material statute, regulation and other law, the violation of which could materially adversely affect the business of Borrower. There is no charter or bylaw provision of Borrower which would be contravened by the execution and delivery of this Agreement. The Borrower has notified and will notify verbally or in writing if it is not in compliance with each material agreement to which it is a party or by which it or any of its assets is bound and a default of which could have a materially adverse affect on Borrower's ability for repaying the Loan.

c. Legality. Neither the execution, delivery and performance by the Borrower of this Agreement and all related documents, including the Transaction Documents, will conflict with or violate Borrowers organizational or governing documents or any material applicable laws or, constitute a default under any material agreement binding on the Borrower or any Subsidiary except for any conflict which could not have a materially adverse effect on Borrower. This Agreement and the Transaction Documents have been duly authorized by Borrower.

d. Fiscal Year. The fiscal year of the Borrower is the calendar year ending December 31st.

e. Title to Assets. The Borrower and each Subsidiary has good and marketable title to the collateral for this Loan (which is only the accounts receivable, inventory and a certain parcel of real estate located in Lancaster, Pennsylvania), except as set forth on the Schedule titled "Permitted Liens" or pursuant to the Bank's prior written consent.

f. Judgments and Litigation. Except as otherwise disclosed, there is no pending or to the knowledge of Borrower threatened investigation, action or other legal proceeding or judgment, order or award of any court, agency or other governmental authority or arbitrator (any, an "Action") which if determined adversely to Borrower would have a material adverse effect upon the Borrower or any Subsidiary or threaten the validity of the Credit, any Transaction Document or any related document or action.

g. Full Disclosure. Neither this Agreement nor any certificate, financial statement or other writing provided to the Bank by or on behalf of the Borrower or any Subsidiary contains any statement of material fact that is incorrect or misleading in any material respect or omits to state any material fact necessary to make any such statement not incorrect or misleading. There is no fact known to Borrower which Borrower has not disclosed to the Bank any material fact that might have a material adverse effect on the Borrower or any Subsidiary.

3. AFFIRMATIVE COVENANTS. So long as this Agreement is in effect, the Borrower will comply with any "Additional Affirmative Covenant" contained in the Schedule and shall:

a. Financial Statements and Other Information. Promptly deliver to the Bank financial reports as provided in an Addendum to Line of Credit Note dated even date herewith.

b. Accounting; Tax Returns and Payment of Claims. The Borrower and each Subsidiary will maintain a system of accounting and reserves in accordance with generally accepted accounting principles, has filed and will file each tax return required of it and, except as disclosed in the Schedule, has paid and will pay when due each tax, assessment, fee, charge, fine and penalty imposed by any taxing authority upon it or any of its assets, income or franchises, unless and to the extent such taxes shall be contested in good faith, provided Borrower maintains a reserve therefore in accordance with GAAP, as well as all amounts owed to mechanics, materialmen, landlords, suppliers and the like in the normal course of business.

c. Inspections. After one day advance notice and during normal business hours, the Borrower will permit, and cause its Subsidiaries to permit, the Bank's officers, attorneys or other agents, to inspect its and its Subsidiary's premises, examine and copy its records and discuss its and its Subsidiary's business, operations and financial or other condition with its and its Subsidiary's responsible officers and independent accountants.

d. Operating Accounts. Maintain, and cause its Subsidiaries to maintain, such bank accounts with the Bank to make Bank its primary banking facility.

e. Changes in Management and Control. If the Borrower is not an individual, immediately upon any change in the identity of the Borrower's chief executive officers or in its beneficial ownership, the Borrower will provide to the Bank a certificate executed by its senior individual authorized to transact business on behalf of the Borrower, specifying such change.

f. Notice of Defaults and Material Adverse Changes. Immediately upon (i) any Event of Default, (ii) any event or condition that is reasonably calculated to have a material adverse effect upon the Borrower or any Subsidiary or (iii) any Action, the Borrower will provide to the Bank verbal or written notification specifying the date(s) and nature of the event or the Action and what action the Borrower or its Subsidiary has taken or proposes to take with respect to it.

g. Insurance. Maintain its, and cause its Subsidiaries to maintain, property in good repair and will on request provide the Bank with evidence of insurance coverage satisfactory to the Bank, including fire and hazard, liability, workers' compensation and business interruption insurance and flood hazard insurance as required.

h. Further Assurances. Promptly upon the request of the Bank, the Borrower will execute, and cause its Subsidiaries to execute, and deliver each writing and take each other action that the Bank deems necessary or desirable in connection with any transaction contemplated by this Agreement.

i. Unused Commitment Fee. At the end of each calendar quarter during which the Bank's commitment for the Line of Credit remains outstanding commencing with the calendar quarter ending March 31, 2005, Borrower shall pay a fee to Bank equal, on an annualized basis, to .25% of the average daily unused commitment balance of the Line of Credit for such quarter. The fee shall be determined for each quarter by taking .25% of the average daily unused commitment balance for such quarter and multiplying that amount by a fraction, the numerator which shall be the number of days in such quarter and the denominator of which shall be the number of days in that calendar year. The unused commitment balance shall be determined by subtracting from $1,000,000.00 the principal balance of all funds advanced and outstanding under the Line of Credit. The unused commitment fee shall be due within ten (10) days after it is billed to Borrower by Bank.

4. NEGATIVE COVENANTS. As long as this Agreement is in effect, the Borrower shall not violate, and shall not suffer or permit any of its Subsidiaries to violate, any of the following covenants and any "Additional Negative Covenant" on the Schedule. The Borrower shall not:

a. Indebtedness. Permit any indebtedness over $100,000 without providing notice to the Bank(including direct and contingent liabilities) or not described on the Schedule titled "Permitted Indebtedness" except for trade indebtedness or current liabilities for salary and wages incurred in the ordinary course of business and not substantially overdue.

b. Guaranties. Become a guarantor, a surety, or otherwise liable for the debts or other obligations of another, whether by guaranty or suretyship agreement, agreement to purchase indebtedness, agreement for furnishing funds through the purchase of goods, supplies or services

(or by way of stock purchase, capital contribution, advance or loan)
for the purpose of paying or discharging indebtedness, or otherwise, except as an endorser of instruments for the payment of money deposited to its bank account for collection in the ordinary course of business and except as may be specified in the Schedule titled "Permitted Guaranties".

c. Liens. Permit any of its assets used as collateral for this Loan to be subject to any security interest, mortgage or other lien or encumbrance, except as set forth on the Schedule titled "Permitted Liens" and except for liens for property taxes not yet due; pledges and deposits to secure obligations or performance for workers' compensation, bids, tenders, contracts other than notes, appeal bonds or public or statutory obligations; and materialmen's, mechanics', carriers' and similar liens arising in the normal course of business.

d. Investments. Make any investment with proceeds from this Loan other than in FDIC insured deposits or United States Treasury obligations of less than one year, or in money market or mutual funds administering such investments, except as set forth on the Schedule titled "Permitted Investments".

e. Loans. Make any loan, advance or other extension of credit except as disclosed on the Schedule titled "Permitted Loans", except for endorsements of negotiable instruments deposited to the Borrower's deposit account for collection, trade credit in the normal course of business and intercompany loans approved in writing by the Bank.

f. Distributions. If the Borrower is not an individual, declare or pay any distribution, except for (i) dividends payable solely in stock, (ii) cash dividends paid to the Borrower by its Subsidiary and (iii) distributions provided on the Schedule entitled Permitted Distributions.

g. Changes In Form. Transfer or dispose of substantially all of its assets.

5. DEFAULT.

a. Events of Default. Any of the following events or conditions shall constitute an "Event of Default": (i) failure by the Borrower to pay when due (whether at the stated maturity, by acceleration, or otherwise) the Obligations, or any part thereof, or there occurs any event or condition which after notice, lapse of time or after both notice and lapse of time will permit acceleration of any Obligation;
(ii) default by the Borrower in the performance of any obligation, term or condition of this Agreement, the other Transaction Documents or any other agreement with the Bank or any of its affiliates or subsidiaries (collectively, "Affiliates"); (iii) the Borrower is dissolved, becomes insolvent, generally fails to pay or admits in writing its inability generally to pay its debts as they become due; (iv) the Borrower makes a general assignment, arrangement or composition agreement with or for the benefit of its creditors or makes, or sends notice of any intended, bulk sale; the sale, assignment, transfer or delivery of all or substantially all of the assets of the Borrower to a third party; or the cessation by the Borrower as a going business concern; (v) the Borrower files a petition in bankruptcy or institutes any action under federal or state law for the relief of debtors or seeks or consents to the appointment of an administrator, receiver, custodian or similar official for the wind up of its business (or has such a petition or action filed against it and such petition action or appointment is not

dismissed or stayed within forty-five (45) days); (vi) the reorganization, merger, consolidation or dissolution of the Borrower (or the making of any agreement therefor); (vii) the entry of any judgment or order of any court, other governmental authority or arbitrator against the Borrower which would have a material adverse affect on the Borrower; (viii) falsity, omission or inaccuracy of material facts submitted to the Bank or any Affiliate (whether in a financial statement or otherwise) in any material respect; (ix) a material adverse change in the Borrower, its business, assets, operations, affairs or condition (financial or otherwise) from the status shown on any financial statement or other document submitted to the Bank or any Affiliate, and which change the Bank determines will have a material adverse affect on (a) the Borrower, its business, assets, operations or condition (financial or otherwise), or (b) the ability of the Borrower to pay or perform the Obligations; (x) any pension plan of the Borrower fails to comply with applicable law or has vested unfunded liabilities that, in the opinion of the Bank, might have a material adverse effect on the Borrower's ability to repay its debts; (xi) any indication or evidence received by the Bank that the Borrower may have directly or indirectly been engaged in any type of activity which, in the Bank's discretion, might result in the forfeiture or any property of the Borrower to any governmental authority; (xii) the occurrence of any event described in Section 5(a)(i) through and including 5(a)(xi) with respect to any Subsidiary or to any endorser, guarantor or any other party liable for, or whose assets or any interest therein secures, payment of any of the Obligations; or (xiii) the Bank in good faith deems itself insecure with respect to payment or performance of the Obligations.

b. Rights and Remedies Upon Default. Upon the occurrence of any Event of Default, the Bank without presentment, protest, advertisement (except any notice required by law) to or upon the Borrower, any Subsidiary or any other person (all and each of which presentments, protests, and advertisements are hereby waived), may exercise all rights and remedies under the Borrower's or its Subsidiaries' agreements with the Bank or its Affiliates, applicable law, in equity or otherwise and may declare all or any part of any Obligations to be immediately due and payable without demand or notice of any kind and terminate any obligation it may have to grant any additional loan, credit or other financial accommodation to the Borrower or any Subsidiary. All or any part of any Obligations whether or not payable on demand, shall be immediately due and payable automatically upon the occurrence of an Event of Default in
Section 5(a)(vi) above. The provisions hereof are not intended in any way to affect any rights of the Bank with respect to any Obligations which may now or hereafter be payable on demand.

6. EXPENSES. The Borrower shall pay to the Bank on demand all reasonable costs and expenses (including all reasonable fees and disbursements of counsel retained for advice, suit, appeal or other proceedings or purpose and of any experts or agents it may retain), which the Bank may incur in connection with (i) the administration of the Obligations, including any administrative fees the Bank may impose for the preparation of discharges, releases or assignments to third-parties; (ii) the enforcement and collection of any Obligations or any guaranty thereof; (iii) the exercise, performance, enforcement or protection of any of the rights of the Bank hereunder; or (iv) the failure of the Borrower or any Subsidiary to perform or observe any provisions hereof. After such demand for payment of any cost, expense or fee under this Section or elsewhere under this Agreement, the Borrower shall pay interest at the highest default rate specified in any instrument evidencing any of the Obligations from the date payment is demanded by the Bank to the date reimbursed by the Borrower. All such costs, expenses or fees under this Agreement shall be added to the Obligations.

7. TERMINATION. This Agreement shall remain in full force and effect until (i) all Obligations outstanding, or contracted or committed for (whether or not

outstanding), shall be finally and irrevocably paid in full and (ii) all Transaction Documents have been terminated by the Bank.

8. RIGHT OF SETOFF. If an Event of Default occurs, the Bank shall have the right to set off against the amounts owing under this Agreement and the other Transaction Documents any property held in a deposit or other account or otherwise with the Bank or its Affiliates or otherwise owing by the Bank or its Affiliates in any capacity to the Borrower, its Subsidiary or any guarantor of, or endorser of any of the Transaction Documents evidencing, the Obligations. Such setoff shall be deemed to have been exercised immediately at the time the Bank or such Affiliate elect to do so.

9. MISCELLANEOUS.

a. Notices. Any notice or demand hereunder or required under applicable law shall be duly given if delivered or mailed to the Borrower (at its address on the Bank's records) or to the Bank (at the address on page one and separately to the officer of the Bank responsible for the Borrower's relationship with the Bank). Such notice or demand shall be deemed effective if delivered, upon personal delivery or if mailed, three (3) business days after deposit in an official depository maintained by the United States Post Office for the collection of mail or one (1) business day after delivery to a nationally recognized overnight delivery service. Notice by e-mail is not valid notice under this or any other agreement between the Borrower and the Bank.

b. Generally Accepted Accounting Principles. Any financial calculation to be made, all financial statements and other financial information to be provided, and all books and records, system of accounting and reserves to be kept in connection with the provisions of this Agreement, shall be in accordance with generally accepted accounting principles consistently applied during each interval and from interval to interval; provided, however, that in the event changes in generally accepted accounting principles shall be mandated by the Financial Accounting Standards Board or any similar accounting body of comparable standing, or should be recommended by Borrower's certified public accountants, to the extent such changes would affect any financial calculations to be made in connection herewith, such changes shall be implemented in making such calculations only from and after such date as Borrower and the Bank shall have amended this Agreement to the extent necessary to reflect such changes in the financial and other covenants to which such calculations relate.

c. Indemnification. If after receipt of any payment of all, or any part of, the Obligations, the Bank is, for any reason, compelled to surrender such payment to any person or entity because such payment is determined to be void or voidable as a preference, an impermissible setoff, or a diversion of trust funds, or for any other reason, the Transaction Documents shall continue in full force and the Borrower shall be liable, and shall indemnify and hold the Bank harmless for, the amount of such payment surrendered, except with respect to the negligence or intentional misconduct of bank. The provisions of this
Section shall be and remain effective notwithstanding any contrary action which may have been taken by the Bank in reliance upon such payment, and any such contrary action so taken shall be without prejudice to the Bank's rights under the Transaction Documents and shall be deemed to have been conditioned upon such payment having become final and irrevocable. The provisions of this Section shall survive the termination of this Agreement and the Transaction Documents.

d. Further Assurances. From time to time, the Borrower shall take, and cause its Subsidiaries to take, such action and execute and deliver to the Bank such additional documents, instruments, certificates, and agreements as the Bank may reasonably request to effectuate the purposes of the Transaction Documents.

e. Cumulative Nature and Non-Exclusive Exercise of Rights and Remedies. All rights and remedies of the Bank pursuant to this Agreement and the Transaction Documents shall be cumulative, and no such right or remedy shall be exclusive of any other such right or remedy. In the event of any unreconcilable inconsistencies, this Agreement shall control. No single or partial exercise by the Bank of any right or remedy pursuant to this Agreement or otherwise shall preclude any other or further exercise thereof, or any exercise of any other such right or remedy, by the Bank.

f. Governing Law; Jurisdiction. This Agreement has been delivered to and accepted by the Bank and will be deemed to be made in the Commonwealth of Pennsylvania. Unless provided otherwise under federal law, this Agreement will be interpreted in accordance with laws of the Commonwealth of Pennsylvania, excluding its conflict of laws rules.
BORROWER HEREBY IRREVOCABLY CONSENTS TO THE EXCLUSIVE JURISDICTION OF ANY STATE OR FEDERAL COURT IN THE COMMONWEALTH OF PENNSYLVANIA IN A COUNTY OR JUDICIAL DISTRICT WHERE THE BANK MAINTAINS A BRANCH, AND CONSENTS THAT THE BANK MAY EFFECT ANY SERVICE OF PROCESS IN THE MANNER AND AT BORROWER'S ADDRESS AS SET FORTH IN THE ABOVE SECTION ENTITLED "NOTICES"; PROVIDED THAT NOTHING CONTAINED IN THIS AGREEMENT WILL PREVENT THE BANK FROM BRINGING ANY ACTION, ENFORCING ANY AWARD OR JUDGMENT OR EXERCISING ANY RIGHTS AGAINST BORROWER INDIVIDUALLY, AGAINST ANY SECURITY OR AGAINST ANY PROPERTY OF BORROWER WITHIN ANY OTHER COUNTY, STATE OR OTHER FOREIGN OR DOMESTIC JURISDICTION. Borrower acknowledges and agrees that the venue provided above is the most convenient forum for both the Bank and Borrower, and Borrower waives any objection to venue and any objection based on a more convenient forum in any action instituted under this Agreement.

g. Joint and Several; Successors and Assigns. If there is more than one Borrower, each of them shall be jointly and severally liable for all amounts, which become due, and the performance of all obligations under this Agreement, and the term "the Borrower" shall include each as well as all of them. This Agreement shall be binding upon the Borrower and upon its heirs and legal representatives, its successors and assignees, and shall inure to the benefit of, and be enforceable by, the Bank, its successors and assignees and each direct or indirect assignee or other transferee of any of the Obligations; provided, however, that this Agreement may not be assigned by the Borrower without the prior written consent of the Bank.

h. Waivers; Changes in Writing. No failure or delay of the Bank in exercising any power or right hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The Borrower expressly disclaims any reliance on any course of dealing or usage of trade or oral representation of the Bank (including representations to make loans to the Borrower) and agrees that none of the foregoing shall operate as a waiver of any right or remedy of the Bank. No notice to or demand on the Borrower in any case shall entitle the Borrower to any other or further notice or demand in similar or other circumstances. No waiver of any provision of this Agreement or consent to any departure by the Borrower therefrom shall in any event be effective unless made specifically in writing by the Bank and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No modification to any provision of this Agreement shall be effective unless made in writing in an agreement signed by the Borrower and the Bank.

i. Interpretation. Unless the context otherwise clearly requires, references to plural includes the singular and references to the singular include the plural; references to "individual" shall mean a natural person and shall include a natural person doing business under

an assumed name (e.g., a "DBA"); the word "or" has the inclusive meaning represented by the phrase "and/or"; the word "including", "includes" and "include" shall be deemed to be followed by the words "without limitation"; and captions or section headings are solely for convenience and not part of the substance of this Agreement. Any representation, warranty, covenant or agreement herein shall survive execution and delivery of this Agreement and shall be deemed continuous. Each provision of this Agreement shall be interpreted as consistent with existing law and shall be deemed amended to the extent necessary to comply with any conflicting law. If any provision nevertheless is held invalid, the other provisions shall remain in effect. The Borrower agrees that in any legal proceeding, a photocopy of this Agreement kept in the Bank's course of business may be admitted into evidence as an original.

j. Waiver of Jury Trial. THE BORROWER AND THE BANK HEREBY KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY WAIVE ANY RIGHT TO TRIAL BY JURY THE BORROWER AND THE BANK MAY HAVE IN ANY ACTION OR PROCEEDING, IN LAW OR IN EQUITY, IN CONNECTION WITH THIS AGREEMENT OR ANY TRANSACTIONS RELATED HERETO. THE BORROWER REPRESENTS AND WARRANTS THAT NO REPRESENTATIVE OR AGENT OF THE BANK HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT THE BANK WILL NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THIS JURY TRIAL WAIVER. THE BORROWER ACKNOWLEDGES THAT THE BANK HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE PROVISIONS OF THIS SECTION.

Acknowledgment. Borrower acknowledges that it has read and understands all the provisions of this Agreement, including the Governing Law, Jurisdiction and Waiver of Jury Trial, and has been advised by counsel as necessary or appropriate.

MANUFACTURERS AND TRADERS TRUST COMPANY

By: __________________________________________

Name: ________________________________________

Title: _______________________________________

MXL INDUSTRIES, INC.

By: __________________________________________

Name: _______________________________________

Title: ______________________________________

COMMONWEALTH OF PENNSYLVANIA        )
                                    )SS:
COUNTY OF LANCASTER                 )

On the day of , 2005, before me, the undersigned officer, personally appeared , who acknowledged himself/herself to be the Vice President of MANUFACTURERS AND TRADERS TRUST COMPANY, and that he/she as such officer, being authorized to do so, executed the foregoing instrument for the purposes therein contained by signing the name of said corporation by himself/herself as such officer.

Notary Public

COMMONWEALTH OF PENNSYLVANIA   )
                               )SS:
COUNTY OF LANCASTER            )

On this day of 2005, before me, the undersigned officer, personally appeared , who acknowledged himself to be the of MXL INDUSTRIES, INC., and that as such officer, being authorized to do so, executed the foregoing instrument for the purposes therein contained by signing the name of said corporation by himself as such officer.

IN WITNESS WHEREOF, I have hereunto set my hand and official seal.

Notary Public

BANK USE ONLY

Authorization Confirmed:______________________________________________________

SCHEDULE

SCHEDULE

Additional Representations and Warranties (ss.2)

Additional Affirmative Covenants (ss.3)

Permitted Indebtedness (ss.4(a))

Permitted Guaranties (ss.4(b))

Permitted Liens (ss.4(c))

Permitted Investments (ss.4(d))

The following investments are permitted and excluded from this agreement:

o Investment in the Pawling property in NY o Investment in Valera Pharmaceutical stock o Investment in Millennium Cell stock
o Proceeds from the litigation and arbitration claim against MCI Communications Corporation and Electronic Data Systems Corporation

Permitted Loans (ss.4(e))

Permitted Distributions (ss.4(f))

The following distributions are permitted under this agreement:

o Proceeds from the investment in the Pawling property in NY o Proceeds from the investment in Valera Pharmaceutical stock o Proceeds from the investment in Millennium Cell stock
o Proceeds from the litigation and arbitration claim against MCI Communications Corporation and Electronic Data Systems Corporation
o Proceeds from the sale of the property in Downer's Grove Illinois

Additional Financial Covenants (ss.5)

                                  Pennsylvania

GUARANTOR:        National Patent Development Corporation
                  777 Westchester Avenue, 4th Floor, White Plains, NY 10604, a
                  Delaware corporation

BORROWER:         MXL Industries, Inc.
                  1764 Rohrerstown Road, Lancaster, PA 17601

BANK:             Manufacturers and Traders Trust Company, a New York banking
                  corporation,  with banking offices located at One M&T
                  Plaza, Buffalo, New York 14240  Attention: Office of the
                  General Counsel.

1. Guaranty.

(a) Guarantor, intending to be legally bound, hereby unconditionally guarantees the full and prompt payment and performance of any and all of Borrower's Obligations (as defined below) to the Bank when due, whether at stated maturity, by acceleration or otherwise in the maximum amount provided in
Section 2 below. As used in this Guaranty, the term "Obligations" shall mean obligations, indebtedness and other liabilities of Borrower to the Bank arising from a Standard LIBOR Grid Note in the face amount of $1,000,000.00 dated and all related loan documents (the "Loan Documents") and all accrued and unpaid interest thereon and all Expenses (as defined below). Guarantor will pay or perform its obligations under this Guaranty upon demand after an Event of Default under the Loan Documents. This Guaranty is and is intended to be a continuing guaranty of payment (not collection) of the Obligations. Guarantor understands that the Bank can bring an action under this Guaranty without being required to exhaust other remedies or demand payment first from other parties.

(b) Guarantor acknowledges the receipt of valuable consideration for this Guaranty and acknowledges that the Bank is relying on this Guaranty in making a financial accommodation to Borrower, whether a commitment to lend, extension, modification or replacement of, or forbearance with respect to, any Obligation, cancellation of another guaranty, purchase of Borrower's assets, or other valuable consideration.

2. Continuing, Absolute, Unconditional. This Guaranty is irrevocable, absolute, continuing, unconditional. This Guaranty is limited in amount to (1) $ 1,000,000.00 of the principal amount of the Obligations plus (2) a proportionate share (i.e., in the same proportion as the amount in (1) above bears to the total principal amount of the obligations) of all accrued and unpaid interest, and Expenses (as defined below) incurred with respect to the Obligations and (3) all of the Expenses incurred with respect to this Guaranty (collectively, the "Guaranteed Amount").

3. Guarantor's Waivers & Authorizations.

(a) Guarantor's obligations shall not be released, impaired or affected in any way including by any of the following, all of which Guarantor hereby waives (i) any bankruptcy, reorganization or insolvency under any law of Borrower or that of any other party, or by any action of a trustee in any such proceeding; (ii) the existence or nonexistence or order of any filings, exchanges, releases, impairment or sale of, or failure to perfect or continue the perfection of a security interest in any collateral for the Obligations;
(iii) any failure of Guarantor to receive notice of any intended disposition of such collateral; (iv) any fictitiousness, incorrectness, invalidity or unenforceability, for any reason, of any instrument or other agreement which may evidence any Obligation; (v) any composition, extension, stay or other statutory relief granted to Borrower including, without limitation, the expiration of the

period of any statute of limitations with respect to any lawsuit or other legal proceeding against Borrower or any person in any way related to the Obligations or a part thereof or any collateral therefor; (vi) any change in form of organization, name, membership or ownership of Borrower or Guarantor; (vii) any refusal or failure of the Bank or any other person prior to the date hereof or hereafter to grant any additional loan or other credit accommodation to Borrower or the Bank's or any other party's receipt of notice of such refusal or failure;
(viii) any setoff, defense or counterclaim of Borrower with respect to the obligations or otherwise arising, either directly or indirectly, in regard to the Obligations.

(b) The Guarantor waives acceptance, assent and all rights of notice or demand including without limitation (i) notice of acceptance of this Guaranty, of Borrower's default or nonpayment of any Obligation, and of changes in Borrower's financial condition; (ii) presentment, protest, notice of protest and demand for payment; (iii) notice that any Obligations has been incurred or of the reliance by the Bank upon this Guaranty; and (iv) any other notice, demand or condition to which Guarantor might otherwise be entitled prior to the Bank's reliance on or enforcement of this Guaranty. Guarantor further authorizes the Bank, without notice, demand or additional reservation of rights against Guarantor and without affecting Guarantor's obligations hereunder, from time to time: (i) to accept and hold collateral from any party for the payment of any or all of the Obligations, and to exchange, enforce or refrain from enforcing, or release any or all of such collateral; (ii) to accept any indorsement or guaranty of any or all of the Obligations or any negotiable instrument or other writing intended to create an accord and satisfaction with respect to any or all of the Obligations; (iii) to release, replace or modify the obligation of any indorser or guarantor, or any party who has given any collateral for any of all of the Obligations, or any other party in any way obligated to pay any or all of the Obligations, and to enforce or refrain from enforcing, or compromise or modify, the terms of any obligation of any such indorser, guarantor or party;
(iv) to dispose of any and all collateral securing the Obligations in any manner as the Bank, in its sole discretion, may deem appropriate, and to direct the order and the enforcement of any and all indorsements and guaranties relating to the Obligations in the Bank's sole discretion; and (v) to determine the manner, amount and time of application of payments and credits, if any, to be made on all or any part of the Obligations including, without limitation, if this Guaranty is limited in amount, to make any such application to Obligations, if any, in excess of the amount of this Guaranty, provided that such applications are made in a commercially reasonable manner.

(c) Notwithstanding any other provision in this Guaranty, Guarantor irrevocably waives, without notice, any right he or she may have at law or in equity (including without limitation any law subrogating Guarantor to the rights of the Bank) to seek contribution, indemnification or any other form of reimbursement from Borrower or any other obligor or guarantor of the Obligations for any disbursement made under this Guaranty or otherwise, until such time as the Bank has been paid in full for all principal, interest and fees due under the Note..

4. Termination. This Guaranty shall remain in full force and effect until all Obligations outstanding shall be paid in full. Guarantor agrees that, to the extent that Borrower makes a payment or payments to the Bank on the Obligations, or the Bank receives any proceeds of collateral to be applied to the Obligations, which payment or payments or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside or otherwise are required to be repaid to Borrower, its estate, trustee, receiver or any other party, including, without limitation, under any bankruptcy law, state or federal law, common law or equitable cause, then to the extent of such repayment, the obligation or part thereof which has been paid, reduced or satisfied by such amount shall be reinstated and continued in full force and effect as of the date such initial payment, reduction or satisfaction occurred, notwithstanding any contrary action which may have been taken by the Bank in reliance upon such payment or payments.

5. Expenses. Guarantor agrees to reimburse the Bank on demand for all the

Bank's expenses, including without limitation costs of collection and actual attorneys' fees and disbursements incurred by the Bank in attempting to enforce this Guaranty, collect any of the Obligations (collectively, "Expenses"). Expenses will accrue interest at the Default Rate as defined in Note evidencing the Obligations until payment is actually received by the Bank.

6. Financial and Other Information. Guarantor shall promptly deliver to the Bank copies of all annual reports, proxy statements and similar information distributed to shareholders, partners or members and of all filings with the Securities and Exchange Commission and the Pension Benefit Guaranty Corporation. Guarantor understands this Guaranty and has satisfied itself as to its meaning and consequences and acknowledges that it has made its own arrangements for keeping informed of changes or potential changes affecting the Borrower including the Borrower's financial condition.

7. No Transfer of Assets. Guarantor shall not transfer, reinvest or otherwise dispose of its assets in a manner or to an extent that would materially impair Guarantor's ability to perform its obligations under this Guaranty.

8. Nonwaiver by the Bank; Miscellaneous. This Guaranty is intended by Guarantor to be the final, complete and exclusive expression of the agreement between Guarantor and the Bank. This Guaranty may be assigned by the Bank, shall inure to the benefit of the Bank and its successors and assigns, and shall be binding upon Guarantor and his or her legal representative, successors and assigns and any participation may be granted by the Bank herein in connection with the assignment or granting of a participation by the Bank in the Obligations or any part thereof. All rights and remedies of the Bank are cumulative, and no such right or remedy shall be exclusive of any other right or remedy. This Guaranty does not supersede any other guaranty or security granted to the Bank by Guarantor or others (except as to Guarantor's Waiver of Subrogation rights above). No single, partial or delayed exercise by the Bank of any right or remedy shall preclude exercise by the Bank at any time at its sole option of the same or any other right or remedy of the Bank without notice. Guarantor expressly disclaims any reliance on any course of dealing or usage of trade or oral representation of the Bank including, without limitation, representations to make loans to Borrower or enter into any other agreement with Borrower or Guarantor. No course of dealing or other conduct, no oral agreement or representation made by the Bank or usage of trade shall operate as a waiver of any right or remedy of the Bank. No waiver or amendment of any right or remedy of the Bank or release by the Bank shall be effective unless made specifically in writing by the Bank. Each provision of this Guaranty shall be interpreted as consistent with existing law and shall be deemed amended to the extent necessary to comply with any conflicting law. If any provision nevertheless is held invalid, the other provisions shall remain in effect. Guarantor agrees that in any legal proceeding, a copy of this Guaranty kept in the Bank's course of business may be admitted into evidence as an original. Captions are solely for convenience and not part of the substance of this Guaranty. Payments made to the Bank by Guarantor after maturity of the Obligations, by acceleration or otherwise, shall reduce the Guaranteed Amount.

9. Authorization. Guarantor certifies that it is an entity in the form described above duly organized and in good standing under the laws of the State of its organization and duly authorized to do business in each State material to the conduct of its business. Guarantor has determined that the execution of this Guaranty will be in its best interests. Execution of this Guaranty by the persons signing below has been authorized by all necessary corporate action. Guarantor's chief executive office is located at the above address.

10. Notices. Any demand or notice hereunder or under any applicable law pertaining hereto shall be in writing and duly given if delivered to Guarantor (at its address on the Bank's records) or to the Bank (at the address on page one and separately to the Bank officer responsible for Borrower's relationship with the Bank). Such notice or demand shall be deemed sufficiently given for all purposes when delivered (i) by personal delivery and shall be deemed effective when delivered, or (ii) by mail or courier and shall be deemed effective three

(3) business days after deposit in an official depository maintained by the United States Post Office for the collection of mail or one (1) business day after delivery to a nationally recognized overnight courier service (e.g., Federal Express). Notice by e-mail is not valid notice under this or any other agreement between Guarantor and the Bank.

11. Governing Law and Jurisdiction. This Guaranty has been delivered to and accepted by the Bank and will be deemed to be made in the Commonwealth of Pennsylvania. Except as otherwise provided under federal law, this Guaranty will be interpreted in accordance with the laws of the Commonwealth of Pennsylvania excluding its conflict of laws rules. GUARANTOR HEREBY IRREVOCABLY CONSENTS TO THE EXCLUSIVE JURISDICTION OF ANY STATE OR FEDERAL COURT IN THE COMMONWEALTH OF PENNSYLVANIA IN A COUNTY OR JUDICIAL DISTRICT WHERE THE BANK MAINTAINS A BRANCH AND CONSENTS THAT THE BANK MAY EFFECT ANY SERVICE OF PROCESS IN THE MANNER AND AT GUARANTOR'S ADDRESS SET FORTH ABOVE FOR PROVIDING NOTICE OR DEMAND; PROVIDED THAT NOTHING CONTAINED IN THIS GUARANTY WILL PREVENT THE BANK FROM BRINGING ANY ACTION, ENFORCING ANY AWARD OR JUDGMENT OR EXERCISING ANY RIGHTS AGAINST GUARANTOR INDIVIDUALLY, AGAINST ANY SECURITY OR AGAINST ANY PROPERTY OF GUARANTOR WITHIN ANY OTHER COUNTY, STATE OR OTHER FOREIGN OR DOMESTIC JURISDICTION. Guarantor acknowledges and agrees that the venue provided above is the most convenient forum for both the Bank and Guarantor. Guarantor waives any objection to venue and any objection based on a more convenient forum in any action instituted under this Guaranty.

12. Waiver of Jury Trial. GUARANTOR AND THE BANK HEREBY KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY WAIVE ANY RIGHT TO TRIAL BY JURY GUARANTOR AND THE BANK MAY HAVE IN ANY ACTION OR PROCEEDING, IN LAW OR IN EQUITY, IN CONNECTION WITH THIS GUARANTY OR THE TRANSACTIONS RELATED HERETO. GUARANTOR REPRESENTS AND WARRANTS THAT NO REPRESENTATIVE OR AGENT OF THE BANK HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT THE BANK WILL NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THIS JURY TRIAL WAIVER. GUARANTOR ACKNOWLEDGES THAT THE BANK HAS BEEN INDUCED TO ENTER INTO THIS GUARANTY BY, AMONG OTHER THINGS, THE PROVISIONS OF THIS SECTION.

13. Guarantor acknowledges that it has read and understands all the provisions of this Guaranty, including the Governing Law, Jurisdiction and Waiver of Jury Trial, and has been advised by counsel as necessary or appropriate.

DATE                                   By:
     ----------------------            ----------------------------------------

TIN #
      --------------------------------------

ACKNOWLEDGMENT

COMMONWEALTH OF PENNSYLVANIA)

: SS.

COUNTY OF ________________________)

On the ___________ day of __________________, in the year 20_______, before me, the undersigned, a Notary Public in and for said Commonwealth, personally appeared ______________________________________________, personally known to me or proved to me on the basis of satisfactory evidence to be the individual(s) whose name(s) is (are) subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their capacity(ies), and that by his/her/their signature(s) on the instrument, the individual(s), or the person upon behalf of which the individual(s) acted, executed the instrument.

Notary Public

Exhibit 10.27

NOTE PURCHASE AGREEMENT

Agreement, dated November 12, 2004, among National Patent Development Corporation, a Delaware corporation ("NPDC"), MXL Industries, Inc., a Delaware corporation ("MXL"), and the purchasers set forth on the signature pages hereto (the "Purchasers").

The Purchasers desire to acquire NPDC's 6% Secured Notes due 2009 from NPDC in exchange for cash as hereinafter provided, and NPDC desires to sell such Notes to the Purchasers.

I. The Purchase

1.1. Authorization of Notes. NPDC has authorized the issue and sale of $1,590,000 aggregate principal amount of its 6% Secured Notes due 2009. Such 6% Secured Notes due 2009 shall be substantially in the form set forth in Exhibit A (references to a "Schedule" or an "Exhibit" are, unless otherwise specified, to a Schedule or an Exhibit attached to this Agreement) and are herein referred to individually as a "Note" and collectively as the "Notes," which terms shall also include any notes delivered in exchange or replacement therefor.

1.2. Terms of the Purchase(a) . On the basis of the representations, warranties, covenants, and agreements contained in this Agreement and subject to the terms and conditions of this Agreement, at the Closing (as defined below), NPDC shall issue and sell to each of the Purchasers, and each of the Purchasers will purchase from NPDC, a Note in the principal amount specified opposite such Purchaser's name in Schedule 1.2, at a purchase price for such Note equal to 100% of the principal amount of such Note. The obligations of each Purchaser hereunder are several and not joint obligations and no Purchaser shall have any obligation or liability to any person for the performance or non-performance by any other Purchaser hereunder.

1.3. Closing.

(a) The closing of the transactions contemplated by Section 1.2 (the "Closing") shall take place at the offices of Duane Morris LLP, 380 Lexington Avenue, New York, New York, at 10:00 a.m. local time on the date hereof (the "Closing Date"). The Closing may occur at such different place, different time, or different date as NPDC, MXL, and the Purchasers agree in writing.

(b) At the Closing, (i) NPDC shall deliver to each Purchaser, against delivery by such Purchaser to NPDC or its order, by wire transfer of immediately available funds, of payment of the full purchase price for the Note to be purchased by such Purchaser, a Note in the principal amount to be purchased by such Purchaser, dated the Closing Date, and registered in the name of such Purchaser, and (ii) MXL shall deliver a Pledge Agreement (the "Pledge"), substantially in the form set forth in Exhibit B.

1.4. Use of Proceeds; Transfer of Shares. NPDC shall use the proceeds of the issue and sale of the Notes to exercise its option to purchase 2,068,966 Series B Convertible Preferred Shares (the "Shares") of Valera Pharmaceuticals, Inc. ("Valera"). Immediately upon exercise of such option, NPDC shall contribute the Shares to MXL. If MXL shall sell or otherwise transfer any or all of the Shares, MXL shall pay to the Purchasers or their respective assignees, pro rata in accordance with the amounts of the Notes they are purchasing hereunder, an aggregate amount equal to 50% of the excess, if any, of (i) the proceeds of such sale or other transfer of such Shares over (ii) the aggregate exercise price paid by NPDC for such Shares.

II. Representations and Warranties of NPDC

NPDC represents and warrants to the Purchasers as follows:

2.1. Organization and Qualification. NPDC is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware, with all requisite power and authority to own, lease, license, and use its properties and assets and to carry on the business in which it is engaged. NPDC is duly qualified to transact the business in which it is engaged and is in good standing as a foreign corporation in every jurisdiction in which its ownership, leasing, licensing, or use of property or assets or the conduct of its business makes such qualification necessary.

2.2. Authority to Sell; Enforceability. NPDC has all requisite power and authority to execute, deliver, and perform this Agreement and the Notes. All necessary corporate proceedings of NPDC have been duly taken to authorize the execution, delivery, and performance by NPDC of this Agreement and the Notes. Each of this Agreement and the Notes has been duly authorized by NPDC and this Agreement has been, and at the Closing the Notes will be, duly executed and delivered by NPDC. Each of this Agreement and the Notes constitutes or will constitute the legal, valid, and binding obligation of NPDC and is or will be enforceable as to NPDC in accordance with its terms, except as limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium, or other laws of general application affecting enforcement of creditors' rights, and for general principles of equity that restrict the availability of equitable remedies.

2.3. No Conflicts. No consent, authorization, approval, order, license, certificate, or permit of or from, or declaration or filing with, any federal, state, local, or other governmental authority or any court or other tribunal is required by NPDC for the execution, delivery, or performance by NPDC of this Agreement or the Notes, except as may be required under securities laws. No consent of any party to any contract, agreement, instrument, lease, or license (collectively, "Contracts") to which NPDC or any of its subsidiaries (each, an "NPDC Subsidiary") is a party, or to which it or any of its businesses, properties, or assets are subject, is required for the execution, delivery, or performance of this Agreement or the Notes; and the execution, delivery, and performance by NPDC of this Agreement and the Notes will not violate, result in a breach of, conflict with, or (with or without the giving of notice or the passage of time or both) entitle any party to terminate or call a default under, entitle any party to rights and privileges that such party was not receiving or

entitled to receive immediately before this Agreement was executed under, or create any obligation on the part of NPDC or any NPDC Subsidiary that it was not paying or obligated to pay immediately before this Agreement was executed under, any term of any such Contract or violate or result in a breach of any term of the certificate of incorporation (or other charter document) or by-laws of NPDC or any NPDC Subsidiary, or violate, result in a breach of, or conflict with any law, rule, regulation, order, judgment, or decree binding on NPDC or any NPDC Subsidiary or to which it or any of its businesses, properties, or assets are subject, in each case except as would not be reasonably likely to have a material adverse effect on NPDC and its NPDC Subsidiaries taken as a whole.

2.4. No Registration Required. Assuming the continuing accuracy of the representations and warranties of the Purchasers contained in Article IV hereof, the offer, sale and issuance of the Notes will be exempt from the registration requirements of the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the "Securities Act").

III. Representations and Warranties of MXL

MXL represents and warrants to the Purchasers as follows:

3.1. Organization and Qualification. MXL is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware, with all requisite power and authority to own, lease, license, and use its properties and assets and to carry on the business in which it is engaged. MXL is duly qualified to transact the business in which it is engaged and is or will be in good standing as a foreign corporation in every jurisdiction in which its ownership, leasing, licensing, or use of property or assets or the conduct of its business makes such qualification necessary.

3.2. Authority; Enforceability. MXL has all requisite power and authority to execute, deliver, and perform this Agreement and the Pledge. All necessary corporate proceedings of MXL have been duly taken to authorize the execution, delivery, and performance by MXL of this Agreement and the Pledge. Each of this Agreement and the Pledge has been duly authorized by MXL and this Agreement has been, and at the Closing the Pledge will be, duly executed and delivered by MXL. Each of this Agreement and the Pledge constitutes or will constitute the legal, valid, and binding obligation of MXL and is or will be enforceable as to MXL in accordance with its terms, except as limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other laws of general application affecting enforcement of creditors' rights, and for general principles of equity that restrict the availability of equitable remedies.

3.3. No Conflicts. No consent, authorization, approval, order, license, certificate, or permit of or from, or declaration or filing with, any federal, state, local, or other governmental authority or any court or other tribunal is required by MXL for the execution, delivery, or performance by MXL of this Agreement or the Pledge. No consent of any party to any Contract to which MXL or any of its subsidiaries (each, an "MXL Subsidiary") is a party, or to which it or any of its businesses, properties, or assets are subject, is required for the execution, delivery, or performance of this Agreement or the Pledge; and the

execution, delivery, and performance by MXL of this Agreement and the Pledge will not violate, result in a breach of, conflict with, or (with or without the giving of notice or the passage of time or both) entitle any party to terminate or call a default under, entitle any party to rights and privileges that such party was not receiving or entitled to receive immediately before this Agreement was executed under, or create any obligation on the part of MXL or any MXL Subsidiary that it was not paying or obligated to pay immediately before this Agreement was executed under, any term of any such Contract or violate or result in a breach of any term of the certificate of incorporation (or other charter document) or by-laws of MXL or any MXL Subsidiary, or violate, result in a breach of, or conflict with any law, rule, regulation, order, judgment, or decree binding on MXL or any MXL Subsidiary or to which it or any of its businesses, properties, or assets are subject, in each case except as would not be reasonably likely to have a material adverse effect on MXL and its MXL Subsidiaries taken as a whole.

IV. Representations and Warranties of the Purchasers

Each Purchaser, severally and not jointly, represents and warrants to the other parties hereto as follows:

4.1. Organization. Such Purchaser, if an entity, is duly organized, validly existing, and in good standing under the laws of its jurisdiction of formation, with all requisite power and authority to own, lease, license, and use its properties and assets and to carry on the business in which it is engaged.

4.2. Authority to Buy. Such Purchaser, if an entity, has all requisite power and authority to execute, deliver, and perform this Agreement; all necessary proceedings of such Purchaser have been duly taken to authorize the execution, delivery, and performance of this Agreement by such Purchaser; and this Agreement has been duly executed and delivered by such Purchaser, is the legal, valid, and binding obligation of such Purchaser, and is enforceable as to such Purchaser in accordance with its terms. Such Purchaser, if an individual, has reached the age of majority in the jurisdiction in which he resides; is a bona fide resident of the jurisdiction contained in the address set forth on Schedule 1.2; is legally competent to execute this Agreement; and does not intend to change residence to another jurisdiction.

4.3. Non-Distributive Intent. Such Purchaser is acquiring the Note to be acquired by it for its own account (and not for the account of others) for investment and not with a view to the distribution thereof. The Purchaser will not sell or otherwise dispose of the Note to be acquired by it (whether pursuant to a liquidating distribution or otherwise) without registration under the Securities Act or an exemption therefrom, and such Note may contain a legend to the foregoing effect. The Purchaser understands that it may not sell or otherwise dispose of the Note to be acquired by it in the absence of either a registration statement under the Securities Act or an exemption from the registration provisions of the Securities Act.

4.4. Purchaser Status. Such Purchaser is an accredited investor within the definition set forth in Rule 501(a) under the Securities Act.

V. Miscellaneous

5.1. Transfer Restrictions. Each Purchaser acknowledges and agrees that the Notes are subject to restrictions on transfer as set forth therein.

5.2. Further Actions. At any time and from time to time, each party agrees, at its expense, to take such actions and to execute and deliver such documents as may be reasonably necessary to effectuate the purposes of this Agreement.

5.3. Entire Understanding. This Agreement and the Exhibits and Schedules hereto set forth the entire understanding of the parties with respect to the subject matter hereof and supersede all existing agreements among them concerning such subject matter.

5.4. Amendments and Waivers. Any provisions of this Agreement or the Notes may be modified, amended, or waived if, but only if, such modification, amendment or waiver is in writing and is signed by NPDC and the Purchasers.

5.5. Notices. Any notice or other communication required or permitted to be given hereunder shall be in writing and shall be given by Federal Express, Express Mail, or similar overnight delivery or courier service, or delivered (in person or by telecopy, telex, or similar telecommunications equipment) against receipt to the party to whom it is to be given,

(a) if to NPDC:

National Patent Development Corporation 777 Westchester Avenue White Plains, NY 10604 Attn: General Counsel Facsimile No. (914) 249-9745

(b) if to MXL:

c/o National Patent Development Corporation 777 Westchester Avenue White Plains, NY 10604 Attn: General Counsel Facsimile No. (914) 249-9745
(c) if to any Purchaser:

to the address set forth for such Purchaser on Schedule 1.2.

or to such other address as the party shall have furnished in writing in accordance with the provisions of this Section 5.5. Any notice shall be deemed given at the time of receipt thereof.

5.6. No Waiver; Remedies Cumulative. Any waiver by any party of a breach of any term of this Agreement shall not operate as or be construed to be a waiver of any other breach of that term or of any breach of any other term of this Agreement. The failure of a party to insist upon strict adherence to any term of this Agreement on one or more occasions will not be considered a waiver or deprive that party of the right thereafter to insist upon strict adherence to that term or any other term of this Agreement. The rights, powers, and remedies of the Purchasers provided in this Agreement, the Notes, and the Pledge are cumulative and not exclusive of any right, power, or remedy provided by law or equity.

5.7. Binding Effect. No party may sell, assign, transfer, or otherwise convey any of its rights or delegate any of its duties under this Agreement, except as hereinafter provided, and this Agreement shall be binding upon and inure to the benefit of the parties hereto and the respective permitted successors, assigns, and personal representatives of the parties. Any attempted sale, assignment, transfer, conveyance, or delegation in violation of this Section 5.7 shall be void. The provisions of this Agreement shall inure to the benefit of each indemnified party and its successors and assigns (if not a natural person) and his assigns, heirs, and personal representatives (if a natural person).

5.8. No Third Party Beneficiaries. This Agreement does not create, and shall not be construed as creating, any rights enforceable by any person not a party to this Agreement (except as provided in Section 5.7).

5.9. Separability. If any provision of this Agreement is invalid, illegal, or unenforceable, the balance of this Agreement shall remain in effect, and if any provision is inapplicable to any person or circumstance, it shall nevertheless remain applicable to all other persons and circumstances.

5.10. Headings. The headings in this Agreement are solely for convenience of reference and shall be given no effect in the construction or interpretation of this Agreement.

5.11. Counterparts; Governing Law. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. It shall be governed by and construed in accordance with the laws of the State of New York, without giving effect to conflict of laws.

IN WITNESS WHEREOF, the parties have duly executed this Agreement as of the date first written above.

NATIONAL PATENT DEVELOPMENT CORPORATION

Title:

MXL INDUSTRIES, INC.

Title:

Purchasers

BEDFORD OAK PARTNERS, L.P.

Title:

Jerome Feldman

                                                       Principal Amount of Note
  Purchaser and Address

Bedford Oak Partners, L.P.                                    $1,060,000
100 South Bedford Road
Mt. Kisco, NY 10549

Jerome Feldman                                                $  530,000
c/o GP Strategies Corporation
777 Westchester Avenue
White Plains, New York 10604

Exhibit 10.28

THE SECURITIES REPRESENTED HEREBY ARE SUBJECT TO CERTAIN RESTRICTIONS ON

TRANSFER AND, AMONG OTHER RESTRICTIONS, HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933 (THE "ACT") AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, ASSIGNED, PLEDGED, OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER THE ACT OR UNLESS NATIONAL PATENT DEVELOPMENT CORPORATION ("NPDC") HAS RECEIVED AN OPINION OF COUNSEL OR OTHER EVIDENCE SATISFACTORY TO NPDC AND ITS COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED.

NATIONAL PATENT DEVELOPMENT CORPORATION
6% Secured Note due 2009

No.__________ Original Issue Date: November 12, 2004

NATIONAL PATENT DEVELOPMENT CORPORATION, a Delaware corporation ("NPDC"), for value received, hereby promises to pay to ______________________________, with an address at _________________________________________, or registered assigns (the "Holder"), the principal amount of __________________________ Dollars ($______________) on the Maturity Date (as defined below), and, subject to the terms and conditions hereof, to pay interest on the unpaid principal balance hereof at the rate
(calculated on the basis of a 360-day year consisting of twelve 30-day months)
of 6% per annum from the date hereof until the Maturity Date. Accrued interest on the unpaid principal balance hereof shall be payable semi-annually on the 30th day of April and the 31st day of October in each year, commencing on April 30, 2005 (each such date and the Maturity Date being an "Interest Payment Date"). In no event shall any interest to be paid hereunder exceed the maximum rate permitted by law. In any such event, this Note shall automatically be deemed amended to permit interest charges at an amount equal to, but no greater than, the maximum rate permitted by law.

1. Offering. This Note was issued by NPDC in an offering of $1,590,000 principal amount of 6% Secured Notes due 2009 (collectively, the "Notes") pursuant to the Note Purchase Agreement, dated November 12, 2004 (the "Purchase Agreement"), among NPDC, its wholly-owned subsidiary MXL Industries, Inc., a Delaware corporation ("MXL"), and the purchasers named therein. Capitalized terms used and not otherwise defined herein have the meanings as defined in the Purchase Agreement.

2. Payments.

(a) Principal of, and any accrued and unpaid interest on, this Note shall be due and payable in full on October 31, 2009 (the "Maturity Date").

(b) Interest on this Note shall accrue from the most recent Interest Payment Date to which interest has been paid or, if no interest has

been paid on this Note, from the Original Issue Date, to, but excluding, the next Interest Payment Date, and, subject to the terms and conditions hereof, shall be payable in arrears on each Interest Payment Date.

(c) If any Interest Payment Date falls on a day that is not a Business Day (as defined below), the payment (of principal or interest or both) due on such Interest Payment Date will be made on the next succeeding Business Day with the same force and effect as if made on the Interest Payment Date. "Business Day" means any day which is not a Saturday or Sunday and is not a day on which banking institutions are generally authorized or obligated to close in the City of New York, New York.

(d) Payments of principal and interest on this Note to be made on any Interest Payment Date shall be made by check sent to the Holder of record of this Note on the Record Date (as defined below) relating to such Interest Payment Date. All payments will be delivered to the address set forth therefor on the note register described below, and will be in such coin or currency of the United States of America as at the time of payment shall be legal tender for the payment of public and private debts. For purposes of determining the holders of record entitled to receive payment on any Interest Payment Date, NPDC may fix a record date (the "Record Date"), which shall be not more than five Business Days prior to such Interest Payment Date. If NPDC does not otherwise establish a Record Date relating to any Interest Payment Date, the Record Date shall be the Business Day prior to such Interest Payment Date. Notwithstanding the foregoing, the Record Date relating to the Maturity Date shall be the Maturity Date.

(e) NPDC may, at its option, at any time and from time to time, prepay all or any part of the principal of and accrued interest on this Note, without payment of any premium or penalty.

(f) If MXL shall sell or otherwise dispose of all or any of the Shares (as defined below), NPDC shall cause MXL to distribute to NPDC the lesser of (i) the amount of proceeds of such sale or disposition (net of taxes and any amounts required to be paid by MXL to the Purchasers or their respective assignees pursuant to Section 1.4 of the Purchase Agreement) and (ii) the aggregate of the then outstanding principal of and accrued interest on all outstanding Notes. Upon receipt of such distribution from MXL, NPDC shall prepay, without payment of any premium or penalty, the then outstanding principal of and accrued interest on this Note in an amount equal to the Pro Rata Portion of such distribution. The "Pro Rata Portion" means a fraction, the numerator of which is the then outstanding principal of and accrued interest on this Note and the denominator of which is the aggregate of the then outstanding principal of and accrued interest on all outstanding Notes.

(g) If GP Strategies Corporation ("GP") shall receive any proceeds from the Claim and, out of such proceeds, make a capital contribution to NPDC, NPDC shall, upon receipt of such capital contribution, prepay, without payment of any premium or penalty, the outstanding principal of and accrued interest on this Note in an amount equal to the lesser of (i) the Pro Rata Portion of such capital contribution and (ii) the then outstanding principal of and accrued interest on this Note. The "Claim" means GP's pending claims against MCI Communications Corporation, Electronic Data Systems Corporation and the Systemhouse subsidiaries MCI Communications Corporation sold to Electronic Data Systems Corporation.

(h) All payments on this Note shall be applied first to accrued interest hereon and the balance to the payment of principal hereof.

(i) The obligations to make the payments provided for in this Note are absolute and unconditional and not subject to any defense, set-off, counterclaim, rescission, recoupment or adjustment whatsoever. NPDC hereby expressly waives demand and presentment for payment, notice of non-payment, notice of dishonor, protest, notice of protest, bringing of suit and diligence in taking any action to collect any amount called for hereunder, and shall be directly and primarily liable for the payment of all sums owing and to be owing hereon, regardless of and without any notice, diligence, act or omission with respect to the collection of any amount called for hereunder.

3. Security. This Note is secured by the Pledge Agreement, dated the Original Issue Date, executed by MXL for the benefit of the holders of the Notes, pursuant to which MXL has pledged to the holders of the Notes all of the shares of capital stock, including 2,068,966 Series B Convertible Preferred Shares (the "Shares"), of Valera Pharmaceuticals, Inc. ("Valera") held by MXL.

4. Forced Sale. If this Note remains outstanding on December 31, 2005 and MXL owns Shares on such date, the holders of Notes constituting a majority of the then outstanding principal of and accrued interest on all outstanding Notes may, by written notice to NPDC, require NPDC to cause MXL to take reasonable efforts to sell as promptly as practicable such number of Shares as may be necessary to prepay all of the Notes in full (or, if a sale of all of the Shares shall not be sufficient to prepay all of the Notes, all of the Shares).

5. Events of Default. The occurrence of any of the following events shall constitute an event of default (an "Event of Default"):

(a) A default in the payment of the principal on this Note, when and as the same shall become due and payable, which default shall continue for a period of five Business Days after the date fixed for the making of such principal payment.

(b) A default in the payment of any interest on this Note, when and as the same shall become due and payable, which default shall continue for a period of 30 Business Days after the date fixed for the making of such interest payment.

(c) A failure to perform or observe any material covenant or agreement contained in the Purchase Agreement or this Note within 30 Business Days after the giving of notice by the Holder of such failure (or, if such failure is not capable of being remedied within such period, for such longer period as it is reasonably necessary to effect a remedy so long as NPDC continues to diligently pursue remedy of such failure).

(d) The occurrence of a default by MXL under the Pledge.

(e) The entry of a decree or order by a court having jurisdiction adjudging NPDC a bankrupt or insolvent, or approving a petition seeking reorganization, arrangement, adjustment, or composition of or in respect of NPDC, under federal bankruptcy law, as now or hereafter constituted, or any other applicable federal or state bankruptcy, insolvency or other similar law, and the continuance of any such decree

or order unstayed and in effect for a period of 60 consecutive days; or the commencement by NPDC of a voluntary case under federal bankruptcy law, as now or hereafter constituted, or any other applicable federal or state bankruptcy, insolvency or other similar law, or the consent by it to the institution of bankruptcy or insolvency proceedings against it, or the filing by it of a petition or answer or consent seeking reorganization or relief under federal bankruptcy law or any other applicable federal or state law, or the consent by it to the filing of such petition or to the appointment of a receiver, liquidator, assignee, trustee, sequestration or similar official of NPDC or of any substantial part of its property, or the making by it of an assignment for the benefit of creditors, or the admission by it in writing of its inability to pay its debts generally as they become due, or the taking of corporate action by NPDC in furtherance of any such action.

6. Remedies Upon Default.

(a) Upon the occurrence, and during the continuance, of an Event of Default specified in Section 5(a), (b), (c), or (d), the Holder of this Note may declare all or any part of the unpaid principal amount of this Note, and all interest accrued and unpaid thereon, to be immediately due and payable, without presentment, demand, protest or other formalities of any kind, all of which are hereby expressly waived by NPDC.

(b) Upon the occurrence of an Event of Default specified in Section 5(e), all of the principal amount then outstanding of, and all interest accrued and unpaid on, the Notes shall automatically become immediately due and payable without presentment, demand, protest or other formalities of any kind, all of which are hereby expressly waived by NPDC.

(c) The Holder may institute such actions or proceedings in law or equity as it shall deem expedient for the protection of its rights and may prosecute and enforce its claims against all assets of NPDC.

7. Registration and Transfer.

(a) NPDC shall maintain books for the registration and transfer of the Notes.

(b) Prior to due presentment for registration of transfer of this Note, NPDC may deem and treat the registered Holder as the absolute owner thereof. NPDC shall be entitled to treat the registered holder of any Note on the note register as the owner in fact thereof for all purposes and shall not be bound to recognize any equitable or other claim to or interest in such Note on the part of any other person, and shall not be liable for any registration or transfer of the Notes which are registered or to be registered in the name of a fiduciary or the nominee of a fiduciary unless made with the actual knowledge that a fiduciary or nominee is committing a breach of trust in requesting such registration or transfer, or with the knowledge of such facts that its participation therein amounts to bad faith. In all cases of transfer by an attorney, executor, administrator, guardian, or other legal representative, duly authenticated evidence of his or its authority shall be produced.

(c) This Note has not been registered under the Securities Act of 1933, as amended (the "Securities Act"). Without limiting the foregoing, the Holder shall not make any disposition of this Note unless:

(i) Each transferee is an affiliate or family member of the initial Holder; and

(ii) (A) each transferee has agreed in writing to be bound by the terms of this Note and the Purchase Agreement, (B) the Holder shall have notified NPDC of the proposed disposition and shall have furnished NPDC with a detailed statement of the circumstances surrounding the proposed disposition, and (C) the Holder shall have furnished NPDC with an opinion of counsel, which counsel and opinion are reasonably satisfactory to NPDC, that such disposition will not require registration of this Note under the Securities Act.

(d) Each Note shall be stamped or otherwise imprinted with a legend substantially similar to the following (in addition to any legend required under other applicable securities laws):

THE SECURITIES REPRESENTED HEREBY ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER AND, AMONG OTHER RESTRICTIONS, HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933 (THE "ACT") AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, ASSIGNED, PLEDGED, OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER THE ACT OR UNLESS NATIONAL PATENT DEVELOPMENT CORPORATION ("NPDC") HAS RECEIVED AN OPINION OF COUNSEL OR OTHER EVIDENCE SATISFACTORY TO NPDC AND ITS COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED.

(e) NPDC shall register upon its books any permitted transfer of this Note, upon surrender of same to NPDC with a written instrument of transfer, in the form attached as Exhibit A, duly executed by the registered Holder or by a duly authorized attorney thereof and (unless being transferred to NPDC) by the transferee or by a duly authorized attorney thereof, together with such other documents as may be required for such transfer as provided above. Upon any such registration of transfer, new Note(s) shall be issued to the transferee(s) and the surrendered Note shall be canceled by NPDC. This Note may also be exchanged, at the option of the Holder, for new Notes representing in the aggregate the principal amount of this Note then outstanding.

(f) Upon receipt by NPDC of reasonable evidence of the ownership of and the loss, theft, destruction, or mutilation of this Note and, in the case of loss, theft, or destruction, of indemnity reasonably satisfactory to NPDC, or, in the case of mutilation, upon surrender and cancellation of the mutilated Note, NPDC shall execute and deliver in lieu thereof a new Note representing the principal amount of such Note then outstanding.

8. Miscellaneous.

(a) This Note shall be governed by and construed in accordance with the laws of the State of New York, without giving effect to principles governing conflicts of law.

(b) Any notice or other communication required or permitted to be given hereunder shall be in writing and shall be given by Federal Express, Express

Mail or similar overnight delivery or courier service or delivered (in person or by telecopy, telex or similar telecommunications equipment) against receipt to the party to whom it is to be given, (i) if to NPDC, at its address at 777 Westchester Avenue, Fourth Floor, White Plains, New York 10604, Attention: Chief Executive Officer, (ii) if to the Holder, at its address set forth on the first page hereof, or (iii) in either case, to such other address as the party shall have furnished in writing in accordance with the provisions of this Section
8(b). Any notice shall be deemed given at the time of receipt thereof.

(c) No course of dealing and no delay or omission on the part of the Holder in exercising any right or remedy shall operate as a waiver thereof or otherwise prejudice the Holder's rights, powers or remedies. No right, power or remedy conferred by this Note upon the Holder shall be exclusive of any other right, power or remedy referred to herein or now or hereafter available at law, in equity, by statute or otherwise, and all such remedies may be exercised singly or concurrently.

IN WITNESS WHEREOF, NPDC has caused this Note to be executed and dated the day and year first above written.

NATIONAL PATENT DEVELOPMENT CORPORATION

By: ___________________________
Name:
Title:

EXHIBIT A

FORM OF ASSIGNMENT

(To be executed by the registered holder if such holder desires to transfer the attached Note)

FOR VALUE RECEIVED, ______________________ (the "Holder") hereby sells, assigns, and transfers unto

Name ________________________________

Address_______________________________

Social Security or Tax Identification Number

______ Notes, together with all right, title, and interest therein, and does hereby irrevocably constitute and appoint _______________ attorney to transfer such Note on the books of National Patent Development Corporation ("NPDC"), with full power of substitution.

Dated: _________________

NOTE: The above signature should correspond exactly with the name on the first page of the attached Note.

Address of Holder:

The undersigned transferee, by execution hereof, (i) represents and warrants to NPDC that (a) such transferee is family member or affiliate of the initial Holder, (b) the undersigned is acquiring the Note, and will acquire any shares of NPDC Common Stock (as defined in the Note) issued in payment of any interest thereon, for investment and without a view to a distribution other than pursuant to a registration statement under the Securities Act of 1933, as amended, and applicable state securities laws, or an exemption therefrom, and
(c) the name, address, and social security or tax identification number of the undersigned is as set forth above, and (ii) agrees to be bound by the terms of the Note and the Purchase Agreement (as defined in the Note).

Dated: _________________

NOTE: The above signature should correspond exactly with the name set forth above.

Exhibit 10.29

CONSULTING AND SEVERANCE AGREEMENT

AGREEMENT, dated as of July 1, 2004, between MXL Industries, Inc., a Delaware corporation with principal executive offices at 1764 Rohrerstown Road, Lancaster, PA 17601 (the "Company") and Steve Cliff, residing at 1054 Ladderback Drive, Lancaster, PA 17601 ("Consultant").

W I T N E S S E T H

WHEREAS, Consultant desires to terminate his employment with the Company; and

WHEREAS, the Company desires to offer severance payments to Consultant in appreciation for Consultant's past loyal service; and

WHEREAS, the parties wish to settle fully and finally any claims, disputes and obligations relating to Consultant's employment with the Company and the termination thereof; and

WHEREAS, the Company desires to engage Consultant to perform consulting services for the Company, and Consultant desires to perform such services, on the terms and conditions hereinafter set forth;

NOW, THEREFORE, in consideration of the premises, the mutual promises, covenants, and conditions herein contained and for other good and valuable considerations, the receipt and sufficiency of which are hereby acknowledged, the parties hereto intending to be legally bound hereby agree as follows:

Section 1. Consultant's Services.

The Company hereby retains Consultant, and Consultant hereby agrees to perform for the Company, consulting and advisory services, upon the terms and conditions set forth in this Agreement. Consultant shall devote such time and effort to the performance of Consultant's duties under this Agreement as shall be reasonably necessary for the performance thereof. The manner in which the consulting services are to be performed shall be determined by Consultant in consultation with the Company.

Section 2. Term.

The term of this Agreement (the "Term") shall commence on the Effective Date (as hereinafter defined) and end on the second anniversary of the Effective Date, unless earlier terminated as provided in Section 5(g). Consultant acknowledges and agrees that his relationship with the Company, whether as a consultant or otherwise, shall terminate at the end of the Term.

Section 3. Compensation.

During the Term, subject to all the terms and conditions of this Agreement, the Company shall pay to or provide Consultant with the following:

(a) Fees. The Company shall pay Consultant, as compensation for all services to be rendered by Consultant under this Agreement, a consulting fee of $4,357.97, less applicable federal, state, local and other legally required withholdings, payable bi-weekly (the "Fees").

(c) Benefit Plans. Consultant shall be entitled to participate in the Company's benefit plans as follows:

(i) Consultant will be permitted to participate in the Company's medical plan, to the extent eligible; provided that if Consultant becomes eligible to participate in a health insurance plan of another employer or Medicare, the Company shall have the option to terminate his health insurance coverage then in effect. The Company may at any time, terminate any of the plans or benefits with respect to its employees, to the extent permitted by law, without any obligation to Consultant.

(ii) the Company shall maintain the group life insurance policy covering Consultant on the date hereof.

The Company shall bear the cost of such benefits to the same extent (which shall be subject to change from time to time) as the Company bears the cost of such benefits for management personnel of the Company, and Consultant shall bear any balance of such cost.

(d) 401(k) Plan. During the Term, Consultant shall have the option to maintain any investments held by Consultant through the Company's 401(k) Plan.

Section 4. Expenses.

The Company shall reimburse Consultant promptly for any out-of-pocket expense incurred by him in connection with rendering services hereunder upon submission of a bill therefor, provided that the Company gave its prior written approval for such expense.

Section 5. Nondisclosure and Noncompetition.

(a) Confidentiality.

(i) Consultant will, during the Term and thereafter, treat all Confidential Information (as defined below) of the Company and its respective Customers (as defined below) and affiliates confidentially.

Consultant will not discuss or disclose such Confidential Information, directly or indirectly, with or to any person who is not an authorized officer or authorized employee of the Company. Consultant will not use any Confidential Information of the Company or its Customers or affiliates, or any other property of the Company, other than as is necessary in connection with his performance of consulting services hereunder or as specifically directed by the Company, or in any way which is detrimental to the Company. Consultant will not use any Confidential Information of GP Strategies ("GP") or its Customers or affiliates, or any other property of GP, in any manner not specifically directed by GP, or in any way which is detrimental to GP.

(ii) Consultant agrees that all Confidential Information, together with all notes, drawings, and records relating thereto, all computer disks containing any Confidential Information, and all copies or facsimiles of any of the foregoing (in any media), in Consultant's possession are the exclusive property of the Company or GP, as the case may be. Consultant will not remove from the Company's premises any notes or records relating to Confidential Information of the Company or copies or facsimiles thereof (on any media) or any other property of the Company or any Customer or affiliate of the Company, except in the furtherance of the business of the Company. Consultant will promptly, upon termination of this Agreement for any reason and the request of the Company, deliver to the Company without retaining a copy thereof and will not keep in Consultant's possession, or recreate or deliver to anyone else, any or all of such Confidential Information or other property. Consultant will not remove from GP's premises any notes or records relating to Confidential Information of GP or copies or facsimiles thereof (on any media) or any other property of GP or any Customer or affiliate of GP. Consultant will promptly deliver to GP without retaining a copy thereof and will not keep in Consultant's possession, or recreate or deliver to anyone else, any or all of such Confidential Information or other property.

(iii) Notwithstanding the foregoing, Consultant may use Confidential Information as is necessary to enforce Consultant's rights under this Agreement, provided that, in the event of litigation concerning any such matter, Consultant will stipulate to entry of a protective order limiting Consultant's use of Confidential Information to the litigation or as otherwise permitted hereunder, prohibiting its dissemination to the public or otherwise for reasons not permitted hereunder and requiring its return at the conclusion of such proceedings.

(iv) The term "Confidential Information" means all confidential information in any way concerning the activities, business, or affairs of the Company or GP, as the case may be, or their respective Customers or affiliates. Confidential Information includes, without limitation, information, observations and data concerning trade secrets, inventions, or know-how of proprietary processes, together with all marketing, sales, financial, and research information; information concerning projects in research and development, or marketing plans for any products or projects; information concerning the technology, designs, or computer systems and programs of the Company or GP, as the case may be; and other information not generally known to the public

concerning the business practices, activities, and business affairs of the Company or GP, as the case may be, or their respective Customers or affiliates. The term "Customer" means all past, present and prospective customers of the Company or GP, as the case may be.

(b) Trademarks, Etc. During and after the Term, Consultant will have no right, title, or interest in any trademark, trade name, or character names belonging to or used by the Company or GP or any material or matter of any sort prepared for or used in connection with advertising, broadcasting, or promotion of the services provided by the Company or GP, whether produced, prepared, published, or broadcast in whole or in part by Consultant, nor will Consultant make any claims with respect thereto. Consultant recognizes that the Company or GP, as the case may be, has and will continue to have and retain the sole and exclusive rights in any and all of the aforementioned trademarks, trade names, character names, material, or matter.

(c) Non-competition and No Disparagement. Consultant will not, during the Term and thereafter, directly or indirectly disparage the Company or GP, any of the Company's or GP's products or services, or any of the Company's or GP's then current or former directors, officers, or employees. During the period ending twenty-four (24) months after the Effective Date, Consultant will not:

(i) solicit the employment of any employee of the Company or GP for one year after termination of such person's employment with the Company or GP;

(ii) encourage or induce any employee of the Company or GP to terminate his or her employment with the Company or GP;

(iii) contact or solicit, or direct or assist others to contact or solicit, any Customers, suppliers, or other business associates of the Company or GP;

(iv) engage in a diversion of good-will regarding the business conducted by the Company or GP;

(v) otherwise interfere in any way with the relationships between the Company or GP and their respective Customers, suppliers, lenders, or business associates; or

(vi) compete with the Company in the business of optical molding, including by: (A) serving as a consultant to any person if Consultant knows or should have known that such consulting services would help such person compete against the Company or GP, (B) having any interest (as owner, principal, general or limited partner, agent, employee, officer, director, or stockholder) in any person which competes with the Company or GP, other than a passive interest of less than 5% of the voting stock of a publicly traded company, (C) establishing an entity that engages in the business of the Company or GP, (D) acquiring an existing entity that engages in such business, (E) otherwise engaging

in such business; (F) participating in the management of any entity that engages in such business, or (G) serving (or having a nominee serve) with a competing entity as an officer, director, manager, or employee having duties dealing with such competing business.

(d) Inventions. Consultant hereby assigns to the Company Consultant's entire right to all Company Inventions (as hereinafter defined), which will be the sole and exclusive property of the Company whether or not subject to patent, copyright, trademark, or trade secret protection. Consultant also acknowledges that all original works of authorship that are made by Consultant (solely or jointly with others), within the scope of Consultant's services hereunder, and that are protectable by copyright, are "works made for hire," as that term is defined in the United States Copyright Act (17 U.S.C. ss.ss. 101, et seq.). To the extent that any such works, by operation of law, cannot be "works made for hire," Consultant hereby assigns to the Company all right, title and interest in and to such works and to any related copyrights. "Company Inventions" means all ideas, processes, trademarks and service marks, inventions, discoveries, and improvements to any of the foregoing, that Consultant learned or learned of, conceived or conceives of, developed or develops, or created or creates, alone or with others during Consultant's employment with the Company or any predecessor, affiliate, or successor thereof
(whether or not conceived, developed, or created during regular working hours) that directly or indirectly arise from or relate to (i) the business, products, or services of the Company or any predecessor, affiliate, or successor thereof,
(ii) work performed for the Company by Consultant or any other employee, agent, or contractor of the Company or any predecessor, affiliate, or successor thereof, (iii) the use of the time of the Company or any predecessor, affiliate, or successor thereof, or (iv) access to the Confidential Information of the Company or any predecessor, affiliate, or successor thereof. Consultant will promptly execute, acknowledge and deliver to the Company all additional instruments or documents deemed at any time by the Company in its reasonable discretion to be necessary to carry out the intentions of this Section 6(d).

(e) Acknowledgments. Consultant acknowledges and agrees that
(i) the Confidential Information of the Company and Company Inventions have substantial value to the Company, (ii) the Confidential Information of the Company and Company Inventions would be susceptible to immediate competitive application by those outside of the Company, (iii) the Confidential Information of GP has substantial value to GP, and (iv) the Confidential Information of GP would be susceptible to immediate competitive application by those outside of GP, and that, under these circumstances, the provisions of this Section 6 are fair and reasonable.

(f) Survival. Consultant's obligations under this Section 5 will survive the termination of this Agreement and will thereafter be enforceable.

(g) Remedies. Consultant acknowledges that, if Consultant breaches any obligation under this Section 5, the Company and GP will suffer immediate and irreparable harm and damage for which money alone cannot fully compensate the Company and GP. Consultant therefore agrees that, upon such breach or threatened breach of any obligation under this Section 5, the Company

and GP will be entitled to a temporary restraining order, preliminary injunction, permanent injunction or other injunctive relief, without posting any bond or other security, compelling Consultant to comply with any or all such provisions. In addition, if Consultant breaches any obligation under this
Section 5, the Company or GP may terminate this Agreement and the Term, and upon such termination, the Company and GP will have no further obligation or liability hereunder except that the Company will pay to Consultant the portion, if any, of the Fees and any other amounts due and unpaid hereunder for the period through the date of such termination. This Section 5 will not be construed as an election of any remedy, or as a waiver of any right available to the Company or GP under this Agreement or law, including the right to seek damages from Consultant for a breach of any provision of this Agreement, nor will this Section 5 be construed to limit the rights or remedies available under applicable law for any violation of any provision of this Agreement.

(h) The Company. As used in this Section 5, the term "Company" shall include the Company and any subsidiary or affiliate of the Company, and the term "GP" shall include GP and any subsidiary or affiliate of GP.

If Consultant shall die during the Term, his services hereunder shall terminate, and in such case:

(a) the Company will have no further obligation or liability hereunder except that the Company shall pay to Consultant's spouse (or if he leaves no spouse, to his estate or designated beneficiary), the Fees, and shall maintain the benefits set forth in Section 3, for the benefit of Consultant's spouse, each through the second anniversary of the Effective Date.

If, as a result of Consultant's incapacity due to physical or mental illness, Consultant shall not have performed the services hereunder for 90 consecutive days or for an aggregate of more than 180 days in any 12 month period, and within 90 days after the Company has notified Consultant of such non-performance, he shall not have resumed performance of the services hereunder which shall continue for a minimum of eight consecutive weeks thereafter, the Company may terminate Consultant's services hereunder. In the case of such termination, the Company will have no further obligation or liability hereunder except that the Company shall pay to Consultant the Fees, and shall maintain the benefits set forth in Section 3(d) for the benefit of Consultant and his spouse, each through the second anniversary of the Effective Date.

Section 9. Benefits Not Otherwise Entitled To.

Consultant acknowledges that the payment and benefits specified above are in addition to and otherwise exceed any payment, benefit or other thing of

value to which he might otherwise be entitled.

Section 10. General Releases.

(a) Consultant, in consideration of this Agreement, releases and forever discharges the Company, GP, and their respective parents, affiliates and subsidiaries, and each of their respective current, former, and future, officers, directors, trustees, employees, agents, attorneys, successors, and assigns (hereinafter collectively "Releasees"), from all actions, causes of action, suits, debts, sums of money, covenants, agreements, promises, claims, and demands whatsoever, whether known or unknown, in law or equity, whether statutory or common law, whether federal, state, local, or otherwise (collectively "Claims"), including, but not limited to, any claims relating to, or arising out of any aspect of Consultant's employment with the Company, or the termination of such employment, including, but not limited to:

(i) any and all claims of wrongful discharge, breach of the contract or equitable estoppel;

(ii) any and all claims for wages or employee benefits, including, but not limited to, any and all claims under the Employee Retirement Income Security Act, the Fair Labor Standards Act, or any federal, state or local labor or benefits law;

(iii) any and all claims of employment discrimination on any basis, including, but not limited to, all claims under the following statutes and the amendments thereto, Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act of 1967 ("ADEA"), the Civil Rights Act of 1866, 42 U.S.C. ss. 1981, the Civil Rights Act of 1991, the Americans with Disabilities Act of 1990, the Immigration Reform and Control Act of 1986, the New York State Executive Law, the New York City Human Rights Law, any and all claims under any other federal, state, or local civil or human rights law; and

(iv) any and all claims for monetary recovery, including, but not limited to, severance pay, back pay, front pay, liquidated, compensatory and punitive damages, and attorneys' fees, disbursements and costs;

which against the Releasees, Consultant or Consultant's heirs, executors or administrators, ever had, now have, or hereinafter can, shall, or may have, for, upon, or by reason of any matter, cause, or thing whatsoever from the beginning of time to the Effective Date, other than Claims ("Unreleased Claims") relating to the enforcement of the provisions of this Agreement or of Consultant's rights to indemnification under the Company's certificate of incorporation and by-laws.

(b) The Company and GP, in consideration of this Agreement, releases and forever discharges Consultant from all Claims, including, but not

limited to, any claims relating to, or arising out of any aspect of Consultant's employment with the Company, or the termination of such employment, which against Consultant the Company or GP ever had, now has, or hereinafter can, shall, or may have, for, upon, or by reason of any matter, cause, or thing whatsoever from the beginning of time to the Effective Date, other than Claims relating to the enforcement of the provisions of this Agreement.

Consultant represents and warrants that he has never commenced or filed and covenants and agrees never to commence, file or in any way prosecute or cause to be commenced or prosecuted against the Releasees or any of them, any action, charge, complaint or other proceedings, whether administrative, judicial, legislative or otherwise, including, but not limited to, any action or proceeding for damages, attorney's fees, disbursements, costs or equitable relief based upon or seeking relief on account of actions or failures to act by the Releasees which may have occurred or failed to occur prior to the Effective Date, other than in connection with Unreleased Claims. Consultant agrees that in the event he files any charge, complaint or commences any litigation of any kind that is covered by this Agreement, he shall pay all of the reasonable attorneys' fees, expenses and costs incurred by Releasees in responding to such action, including, but not limited to, any consequential damages that Releasees, or any of them, may suffer or incur. Consultant further represents that he will not aid, abet or assist in any manner whatsoever any other third party in filing, pursuing or maintaining any lawsuit, complaint, or charge against any of the Releasees, except if compelled to do so by valid legal process or if otherwise required to do so by law. The provisions of this Paragraph 11 shall be inapplicable in any matters regarding the ADEA, should Consultant allege in good faith that the waiver herein of his right to file an ADEA claim was not knowing and voluntary.

Section 12. Knowing and Voluntary Waiver.

(a) Consultant agrees that this Agreement constitutes a knowing and voluntary waiver of all Claims, other than the Unreleased Claims, Consultant may have against the Releasees, or any of them, including, but not limited to, all rights or claims arising under the ADEA, including, but not limited to, all claims of age discrimination in employment and all claims of retaliation in violation of the ADEA.

(b) This Agreement shall not affect the rights and responsibilities of the Equal Employment Opportunity Commission (the "EEOC") to enforce the ADEA and other laws. Notwithstanding paragraph 11 above, this Agreement shall not be used to justify interfering with Consultant's right to file a charge with the EEOC or participate in an investigation or proceeding by the EEOC. However, should any charge be filed with the EEOC, Consultant expressly waives all rights or claims which arose prior to his execution of this Agreement that he may have against the Releasees, or any of them, to receive any benefit or remedial relief (including, but not limited to, reinstatement, back pay, front pay, damages, and attorneys' fees) as a consequence of such EEOC filing, and of any litigation concerning any facts alleged in any such charge.

(c) The Company, GP, and Consultant agree that, for a period of seven days following his execution of this Agreement ("Revocation Period"), Consultant has the right to revoke this Agreement by delivering notice in writing of such revocation to the Company and GP. If Consultant gives such notice of revocation within the Revocation Period, this Agreement shall be null and void. If no such notice of revocation is delivered by Consultant within the Revocation Period, this Agreement will be deemed fully effective and enforceable on the eighth day after its execution by Consultant ("Effective Date").

(d) The Company and GP hereby advise Consultant to consult with his attorney prior to executing this Agreement. Consultant further acknowledges that the Company and GP have given him a period of at least 21 days in which to consider this Agreement before executing this Agreement.

(e) Consultant's acceptance of the payments and benefits described above, at any time subsequent to seven days after his execution of this Agreement, shall constitute an admission by Consultant that he did not revoke this Agreement during the Revocation Period of seven days, and shall further constitute an admission by Consultant that this Agreement has become effective and enforceable.

(f) If Consultant executed this Agreement at any time prior to the end of the 21 day period that the Company and GP gave him in which to consider this Agreement, such early execution was a knowing and voluntary waiver of Consultant's right to consider this Agreement for at least 21 days, and was due to Consultant's belief that he had ample time in which to consider and understand this Agreement, and in which to review this Agreement with his attorney.

Section 13. Non-Admission of Wrongdoing.

This Agreement shall not in any way be construed as an admission by the Company or GP of any liability, or of any unlawful, discriminatory, or otherwise wrongful acts whatsoever against the Consultant or any other person.

Section 14. Acknowledgment of Full Payments.

Consultant agrees that the Company has paid to him all of the wages, commissions, bonuses and accrued vacation pay through the date of his execution of this Agreement and that neither the Company nor GP owes no other wages, commissions, bonuses, vacation pay, employee benefits, severance payments or other compensation or payments of any kind or nature, other than as provided in this Agreement.

Section 15. Binding Agreement.

Except as expressly permitted hereby, Consultant's rights and obligations under this Agreement shall not be transferable by assignment or otherwise, such rights shall not be subject to commutation, encumbrance, or the claims of Consultant's creditors, and any attempt to do any of the foregoing shall be void. The provisions of this Agreement shall be binding upon and inure to the benefit of Consultant and his personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees, and legatees, shall be binding upon and inure to the benefit of the Company and its successors, and shall be binding upon and inure to the benefit of GP and its successors. If Consultant should die while any amounts would still be payable to him hereunder if he had continued to live, all such amounts, unless otherwise provided herein, shall be paid in accordance with the terms of this Agreement to Consultant's devisee, legatee, or other designee or, if there be no such designee, to Consultant's estate. Notwithstanding anything to the contrary contained herein, GP shall have no responsibility for the obligations of the Company hereunder.

Section 16. No Third Party Beneficiaries.

This Agreement does not create, and shall not be construed as creating, any rights enforceable by any person not a party to this Agreement (except as provided in Section 15).

Section 17. Modification.

This Agreement sets forth the entire understanding of the parties with respect to the subject matter hereof, supersedes all existing agreements between them concerning such subject matter, and may be modified only by a written instrument duly executed by each party.

Section 18. Notices.

Any notice or other communication required or permitted to be given hereunder shall be in writing and shall be mailed by certified mail, return receipt requested, or by Federal Express, Express Mail, or similar overnight delivery or courier service or delivered (in person or by telecopy, telex, or similar telecommunications equipment) against receipt to the party to whom it is to be given at the address of such party set forth in the preamble to this Agreement (or to such other address as the party shall have furnished in writing in accordance with the provisions of this Section 18). Notice to the estate of Consultant shall be sufficient if addressed to Consultant as provided in this
Section 18. Any notice or other communication given by certified mail shall be deemed given at the time of certification thereof, except for a notice changing a party's address which shall be deemed given at the time of receipt thereof. Any notice given by other means permitted by this Section 18 shall be deemed given at the time of receipt thereof.

Section 19. Waiver.

Any waiver by any party of a breach of any provision of this Agreement shall not operate as or be construed to be a waiver of any other breach of such provision or of any breach of any other provision of this Agreement. The failure of a party to insist upon strict adherence to any term of this Agreement on one or more occasions shall not be considered a waiver or deprive that party of the right thereafter to insist upon strict adherence to that term or any other term of this Agreement. Any waiver must be in writing.

Section 20. Headings.

The headings in this Agreement are solely for the convenience of reference and shall be given no effect in the construction or interpretation of this Agreement.

Section 21. Counterparts; Governing Law.

This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. It shall be governed by and construed in accordance with the laws of the State of New York, without giving effect to conflict of laws.

Section 22. Acknowledgment.

CONSULTANT EXPRESSLY ACKNOWLEDGES, REPRESENTS, AND WARRANTS THAT HE HAS CAREFULLY READ THIS AGREEMENT; THAT HE FULLY UNDERSTANDS THE TERMS, CONDITIONS, AND SIGNIFICANCE OF THIS AGREEMENT; THAT HE HAS HAD AMPLE TIME TO CONSIDER AND NEGOTIATE THIS AGREEMENT; THAT THE COMPANY AND GP HAVE ADVISED HIM TO CONSULT WITH AN ATTORNEY CONCERNING THIS AGREEMENT; THAT HE HAS HAD A FULL OPPORTUNITY TO AND HAS IN FACT REVIEWED THIS AGREEMENT WITH HIS ATTORNEY, AND THAT HE HAS EXECUTED THIS AGREEMENT VOLUNTARILY, KNOWINGLY, AND WITH SUCH ADVICE OF COUNSEL AS HE HAS DEEMED APPROPRIATE.

IN WITNESS WHEREOF, the parties have duly executed this Agreement as of the date first above written.

NATIONAL PATENT DEVELOPMENT CORPORATION              MXL INDUSTRIES, INC.
(As to Sections 3, 4 7 and 8 hereunder)

By: _______________________                          By: ______________________
Name:                                                    Name:
Title                                                    Title

Steve Cliff