COMMON STOCK AND WARRANT PURCHASE AGREEMENT



     This COMMON STOCK AND WARRANT PURCHASE AGREEMENT (this "Agreement")

     dated as of December 30, 2002, between and among Richard J. Kurtz

     ("Purchaser"), Aries Select, Ltd. ("Select Ltd."), Aries Select I LLC

     ("Select I"), and Aries Select II LLC ("Select II" and collectively

     with Select Ltd. and Select I, the "Sellers").



     The Sellers desire to sell to the Purchaser, and the Purchaser desire to

purchase (i) 10,253,235 shares of common stock (the "Common Stock") of Paligent,

Inc. (the "Company), par value $.001 per share (the "Shares"), as identified on

Schedule I, and (ii), for no additional monetary consideration, the warrants of

the Company, identified on Schedule II (the "Warrants", and collectively with

the Shares, the "Securities") upon the terms and conditions herein specified;



     Accordingly, in consideration of the premises and the mutual

representations and covenants hereinafter set forth, the parties hereto hereby

agree as follows:



I.   TERM OF THE SALE AND TRANSFER OF THE SECURITIES



     1.1  Purchase Price.  The Purchaser hereby irrevocably agrees to purchase

from the Sellers, and Sellers agree to sell to the Purchaser, (i) the Shares for

an aggregate Purchase Price of $230,698 and (ii), for no additional monetary

consideration, the Warrants (collectively, the "Purchase Price"), payable to the

Sellers in United States Dollars.



     1.2  Closing; Delivery of the Securities.  (a)  The purchase and sale of

the Securities (the "Closing") shall take place at such location, time and date

as may be mutually agreed upon by the parties, but not later than January 15,

2003 (the "Closing Date"). In connection with the Closing, the parties agree to

execute and deliver all such further documents, agreements and instruments and

take such other and further action as may be necessary or appropriate to carry

out the purposes and intent of this Agreement, including but not limited to the

execution and delivery of such other documents as may be reasonably required by

the Company, the Company's counsel or the Company's transfer agent in connection

with the transactions contemplated by this Agreement.



          (b)  At the Closing, subject to the terms and conditions contained in

this Agreement, in payment of the full purchase price for the Securities,

Purchaser shall provide a wire transfer of immediately available funds to the

Sellers using the wire transfer instructions to be provided by the Sellers a

reasonable time prior to the Closing, or a bank check or cashier's check payable

to the Sellers, in an amount equal to their respective share of the Purchase

Price as set forth in Schedule III hereto. However, if the Sellers are unable to

deliver to the Purchaser the stock certificates and warrants representing the

Securities at the Closing, the Purchase Price for the Securities shall be paid

into an escrow account, subject to an escrow agreement mutually agreeable to the

Sellers and the Purchaser, with the Purchase Price to be released to the Sellers

upon the delivery to the Purchaser of the share certificates and warrants, with

stock powers duly endorsed.



{PAGE}



II.  REPRESENTATIONS AND WARRANTIES OF THE PURCHASER



     2.1  The Purchaser warrants and represents that it understands that the

purchase of the Securities involves a high degree of risk including, but not

limited to, the following: (i) an investment in the Company is highly

speculative and only investors who can afford the loss of their entire

investment should consider investing in the Company and the Securities; (ii) the

Purchaser may not be able to liquidate its investment; and (iii) the

transferability of the Securities may be limited.



     2.2  The Purchaser warrants and represents that it is an "accredited

investor" as that term is defined in Rule 501 promulgated under the Securities

Act of 1933 (the "Act"), and represents that (i) is able to fend for itself in

connection with the transactions contemplated by this Agreement; (ii) it has

such sophistication, knowledge and experience in financial and business matters

as to be capable of evaluating the merits and risks of its investment in the

Company; (iii) it has the ability to bear the economic risks of its investment

for an indefinite period of time and could afford a complete loss of its

investment; (iv) has knowledge and experience in business and financial matters,

prior investment experience, including investment in securities that are

non-listed, unregistered and/or not traded on a national securities exchange nor

on the National Association of Securities Dealers, Inc. automated quotation

system. The Purchaser is not itself a "broker" or a "dealer" as defined in the

Securities Exchange Act of 1934.



     2.3  (a)  In making the decision to invest in the Securities, the Purchaser

has relied solely upon the information provided through its own due diligence

and to the extent necessary, the Purchaser has retained, at its own risk and

expense, and relied upon appropriate professional advice regarding the

investment, tax and legal merits and consequences of this Agreement and the

purchase of the Securities hereunder. The Purchaser understands that nothing in

this Agreement or any other materials presented to the Purchaser in connection

with the purchase and sale of the Securities constitutes legal, tax or

investment advice.



          (b)  Except as otherwise provided in this Agreement, the Purchaser has

not relied and will not rely on the Sellers to furnish or make available any

documents or other information regarding the financial condition, business or

any other matter of the Company.



          (c)  The Purchaser acknowledges that (i) the Sellers may be deemed to

be Affiliates of the Company as defined in Rule 405 promulgated under the Act,

(ii) the Sellers currently may have, and later may come into possession of,

information with respect to the Securities or the Company that is not known to

the Purchaser and that may be material to a decision to invest in the Securities

and the Company (the "Non-Public Information"), (iii) the Purchaser has

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