EXHIBIT
      10.2

    


    


    SECOND
      AMENDMENT

    to

    LEASE
      BETWEEN

    


    EMERY
      STATION JOINT VENTURE, LLC (LANDLORD)

    And

    BIONOVO,
      INC. (TENANT)

    


    EMERYSTATION
      1 PROJECT

    Emeryville,
      California

    


    


    That
      certain Lease dated July 6, 2005 by and between Emery Station Joint Venture,
      LLC, as Landlord, and BioNovo, Inc., a Delaware Corporation,
      (successor-in-interest to both BioNovo, Inc. and to Lighten Up Enterprises
      International, Inc, which companies were joint and several tenants under the
      original Lease), as such Lease was amended by First Amendment thereto dated
      November 4, 2005 (the original Lease and First Amendment thereto being referred
      to herein as “the Lease”), is hereby further amended as follows:

    


    
      	 	
              I.

            	
              The
                Premises currently measure 3,226 rentable square feet. Pursuant to
                the
                terms herein, that space shall be expanded to include the additional
                space
                on the third floor more specifically depicted on Exhibit A attached
                hereto. This new space, hereinafter referred to as the “Expansion Space”,
                measures 6,135 rentable square feet. The original space of 3,226
                rentable
                square feet and the Expansion Space of 6,135 rentable square feet,
                together measuring 9,361 rentable square feet, shall hereinafter
                be
                considered “the Premises” for purposes of the Lease, as
                amended.

            


    

    


    
      	 	
              II.

            	
              The
                Term of the Lease for the entirety of the Premises (original space
                plus
                Expansion Space) shall be extended such that the new expiry date
                shall be
                a full four (4) years following the Substantial Completion of tenant
                improvements to the Expansion Space (the “Expansion Space Substantial
                Completion Date”), subject to Tenant Delay. For example, if the Expansion
                Space Substantial Completion Date occurs 8/31/2006, the Lease Term
                shall
                be extended so that its new maturity will be 8/31/2010.
                

            


    

    


    
      	 	
              III.

            	
              Monthly
                Triple Net Base Rent applicable to the Expansion Premises shall be
                as
                follows:

            


    

    


    Months
      1
      - 12 $18,589.05 ($3.03/rentable
      sq.ft./month * 6,135 rentable sq.ft.)

    


    Month
      1
      commences upon the Expansion Space Substantial Completion Date, subject to
      Tenant Delay. Tenant shall pay the first month’s Monthly Triple Net Base Rent
      for the Expansion Space to Landlord within five (5) days of the signing
      hereof.

    


    At
      the
      beginning of the first calendar day of the month that falls closest to the
      start
      of the thirteenth month following the Expansion Space Substantial Completion
      Date, and annually thereafter, this Monthly Triple Net Base Rent shall be
      increased by three percent (3%).

    


    In
      addition to Triple Net Base Rent, Tenant’s obligation to pay Operating Expenses
      and Taxes applicable to the Expansion Space commences upon the Expansion Space
      Substantial Completion Date and will be estimated and paid pursuant to the
      terms
      of the existing Lease.

    


    Because
      the term of the original 3,226 rentable square foot space is being extended
      beyond its existing September 23, 2009 expiry date pursuant to Section II
      hereof, the Monthly Triple Net Base Rent applicable to both that original space
      and to the Expansion Space during the Lease

      
        
           

        

        
           

          
            

          

        

        
           

        

      



    Term
      beyond September 23, 2009 shall be calculated at the rates per square foot
      described in this Section III.

    


    
      	
            	IV.	
              Tenant
                will accept the Expansion Space in its as-is condition, subject to
                the
                installation of tenant improvements therein. Tenant Improvements
                to the
                Expansion Space will be made pursuant to the terms of the Workletter
                attached hereto. 

            


    

    


    
      	 	
              V.

            	
              The
                existing Security Deposit under the Lease shall be increased by $60,938.27
                (the increase meant to represent three (3) month’s base rent on the
                Expansion Premises at the rental rate per square foot applicable
                to
                Tenant’s last lease year). This increased Security Deposit amount will be
                remitted to landlord within five (5) business days of the execution
                of
                this Second Amendment.

            


    

    


    
      	 	
              VI.

            	
              The
                amount of unreserved parking spaces available to Tenant under the
                lease,
                after addition of the Expansion Space to the Premises, shall be increased
                to a total of twenty-eight (28) spaces. Rates and terms for parking
                shall
                be as described in Section 2.5 of the base
                lease.

            


    

    


    
      	 	
              VII.

            	
              Tenant
                hereby represents to Landlord that it has represented itself in this
                transaction and that no brokerage fee shall be due and payable by
                Landlord
                to any representative of itself as a result
                hereof.

            


    

    


    
      	 	
              VIII.

            	
              Except
                for those terms outlined above, all other terms and conditions of
                the
                existing Lease shall apply.

            


    

    


    In
      witness hereof, the parties have executed this Second Amendment as of the date
      noted below.

     

    
      	
              TENANT:

            	
              LANDLORD:

            
	
              BioNovo,
                Inc., a Delaware Corporation.

            	
              Emery
                Station Joint Venture, LLC, a 

              California
                Limited Liability Company

            
	 	 
	 	 
	
              By:__________________________________

            	
              By:_________________________________

            
	 	 
	
              Print
                Name:___________________________

            	
              Print
                Name:__________________________

            
	 	 
	
              Its:__________________________________

            	
              Its:_________________________________

            
	 	 
	
              Dated:

            	
              Dated:

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    EXHIBIT
      B

    WORKLETTER
      AGREEMENT

    (Allowance)

    


    This
      Workletter Agreement ("Workletter") is attached to and a part of a certain
      Second Amendment executed concurrently herewith by Emery Station Joint Venture,
      LLC, a California limited liability company, as Landlord, and BioNovo, Inc,
      a
      Delaware Corporation, as Tenant, for the Expansion Space as described therein
      (the "Lease").

    


    1.
       Defined
      Terms.
      Capitalized terms used in this Workletter shall have the same meanings set
      forth
      in the Lease except as otherwise specified herein and except for terms
      capitalized in the ordinary course of punctuation. For purposes of this
      Workletter the following capitalized terms have the following
      meanings:

    


    1.1. "Design
      Documents" means the layout plans and specifications for the real property
      improvements to be constructed by Landlord in the Premises which are the final
      product of the preliminary space planning and which (i) include, among other
      things, all partitions, doors, HVAC (heating, ventilating and air conditioning
      systems) distribution, ceiling systems, light fixtures, plumbing installations,
      electrical installations and outlets, telephone installations and outlets,
      any
      other installations required by Tenant, fire and life-safety systems, wall
      finishes and floor coverings, whether to be newly installed or requiring changes
      from the as-is condition of the Premises as of the date of execution of the
      Lease, all in sufficient detail for Landlord to commence preparation of the
      Construction Drawings (defined below); and (ii) comply with all Law as
      applicable and as interpreted at the time of construction of the Tenant
      Improvements (defined below), including, all building codes and the ADA (defined
      in the Lease);

    


    1.2 "Construction
      Drawings" means the final architectural plans and specifications, and
      engineering plans and specifications, for the real property improvements to
      be
      constructed by Landlord in the Premises in sufficient detail to be submitted
      for
      governmental approvals and building permits and to serve as the detailed
      construction drawings and specifications for the contractor, and shall (i)
      include, among other things, all partitions, doors, HVAC (heating, ventilating
      and air conditioning systems) distribution, ceiling systems, light fixtures,
      plumbing installations, electrical installations and outlets, telephone
      installations and outlets, any other installations required by Tenant, fire
      and
      life-safety systems, wall finishes and floor coverings, whether to be newly
      installed or requiring changes from the as-is condition of the Premises as
      of
      the date of execution of the Lease; and (ii) comply with all Law as applicable
      and as interpreted at the time of construction of the Tenant Improvements
      (defined below), including all building codes and the ADA;

    


    1.3 "Tenant
      Improvements" means all real property improvements to be constructed by Landlord
      as shown on the Construction Drawings, as they may be modified as provided
      herein; and

    


    1.4 "Landlord
      Work" means the construction and installation of the Tenant Improvements.


    


    2. Design
      Matters.

    


    2.1. Landlord,
      through its architects and/or space planners ("Landlord's Architect"), shall
      prepare the Design Documents and the Construction Drawings, as they may be
      modified as provided herein, in accordance with the design specified by Tenant
      and reasonably approved by Landlord.

    


    2.2. Tenant
      shall be responsible for the suitability for the Tenant's needs and business
      of
      the design and function of all Tenant Improvements. Tenant, at its own expense,
      shall devote such time and provide such instructions as may be necessary to
      enable Landlord to complete the matters described below, and Tenant shall
      approve such matters, within the times described below:

    


    (a)  Tenant's
      written approval of the Design Documents within ten (10) business days of the
      signing of the Second Amendment; and

      
        
           

        

        
           

          
            

          

        

        
           

        

      

    

     

    (b)  Tenant's
      written approval of a nonbinding preliminary estimate ("Landlord's Preliminary
      Estimate") provided by Landlord of the cost of the Tenant Improvements shown
      on
      the Design Documents within five (5) business days after receipt of such
      estimate as well as deposit with Landlord any Tenant’s Estimates Overage, as
      more fully described in Section 4 below; and

    


    (c)  Tenant's
      written approval of the Construction Drawings within five (5) business days
      of
      receipt of them from Landlord’s architect.

    


    3. Construction;
      Landlord’s Contribution; Tenant Improvement Costs.

    


    3.1. Construction;
      Landlord's Contribution.
      Landlord, through its contractor, shall complete the construction of the Tenant
      Improvements in a good and workmanlike manner, up to a maximum cost to Landlord
      of $536,812.50 (equal $87.50 per rentable square foot of Expansion Space.
      ("Landlord's Maximum Contribution").

    


    3.2. Tenant
      Improvement Costs.
      The
      cost of the Tenant Improvements ("Tenant Improvement Costs") to be paid by
      Landlord from, but not in excess of, Landlord's Maximum Contribution shall
      include:

    


    (a)  The
      costs of Landlord's Architect and any other consultants retained by Landlord
      in
      connection with the preparation of Design Documents and Constructions Drawings,
      and engineering costs associated with completion of the State of California
      energy utilization calculations under Title 24 legislation;

    


    (b)  All
      costs of obtaining from the City of Emeryville and any other governmental
      authority, approvals, building permits and occupancy permits, if
      any;

    


    (c)  All
      costs of interior design and finish schedule plans and specifications including
      as-built drawings;

    


    (d)  All
      direct and indirect costs of procuring, installing and constructing the Tenant
      Improvements, including: (i) the construction fee for overhead and profit and
      the cost of all on-site supervisory and administrative staff, office, equipment
      and temporary services rendered or provided by Landlord's contractor in
      connection with construction of the Tenant Improvements; and (ii) the cost
      of
      any services or utilities made available by Landlord;

    


    (e)  Without
      limiting the generality of the foregoing, the Tenant Improvement Costs include
      all costs of designing, procuring, constructing and installing Tenant
      Improvements in compliance with Law as applicable and as interpreted at the
      time
      of construction of the Tenant Improvements, including with all building codes
      and the ADA; and

    


    (f)  All
      fees payable to Landlord's architectural and engineering firm if it is required
      by Tenant to redesign any portion of the Tenant Improvements following Tenant's
      approval of the Construction Drawings, and all costs in connection with any
      approved Change Order in accordance with the provisions of this
      Workletter.

    


    In
      no
      event shall the Tenant Improvement Costs include (i) any costs of procuring
      or
      installing in the Premises any trade fixtures, equipment, furniture,
      furnishings, telephone equipment, cabling for any of the foregoing, or other
      personal property ("Personal Property") to be used in the Premises by Tenant,
      and the cost of such Personal Property shall be paid by Tenant, or (ii) any
      costs or expenses of any consultants retained by Tenant with respect to design,
      procurement, installation or construction of improvements or installations,
      whether real or personal property, for the Premises.

    


    3.3. Limitations
      of Landlord's Obligations.
      Upon
      Substantial Completion of the Tenant Improvements, Landlord shall have no
      further obligation to construct improvements or construct

      
        
           

        

        
           

          
            

          

        

        
           

        

      



    modifications
      to or changes in the Tenant Improvements, except to complete the punchlist
      of
      Landlord Work remaining to be completed or correct any part thereof not in
      compliance with the Construction Drawings and any approved modifications
      thereof, as provided in the Lease. If Landlord's Maximum Contribution exceeds
      the Tenant Improvement Costs, then Landlord agrees to credit Tenant the amount
      of such savings ratably against Tenant’s Monthly Base Triple Net Rent over the
      four (4) year term.

    


    4. Costs
      of Tenant Improvements in Excess of Landlord’s Maximum
      Contribution.
      In
      advance of, and as a prerequisite to, Landlord’s commencing of construction of
      the Tenant Improvements, Tenant must deposit with Landlord cash covering any
      amount by which Landlord’s Preliminary Estimate exceeds an amount equal to
      $97.50 per rentable square foot of Expansion Space (i.e. $598,162.50, the total
      of Landlord’s Maximum Contribution and Landlord’s Additional Amortized tenant
      Allowance, as each is more fully defined below). Any such amount so paid shall
      be referred to as “Tenant’s Estimated Overage”. Failure by Tenant to make this
      payment within five (5) business days of receiving Landlord’s Preliminary
      Estimate shall constitute a Tenant Delay as defined in the Lease and in this
      Workletter.

    


    As
      soon
      as reasonably available after substantial completion of the Tenant Improvements,
      Landlord shall notify Tenant in writing of the costs, if any, of the Tenant
      Improvements in excess of the Landlord's Maximum Contribution (such notification
      shall be referred to as "Landlord's Actual Cost Statement"). Within five (5)
      business days after receipt of Landlord's Actual Cost Statement, Tenant shall
      give Landlord a good check made payable to the order of Landlord in the amount
      of the excess cost of the Tenant Improvements over the sum of: a) Landlord's
      Maximum Contribution, and b) Tenant’s Estimated Overage. Tenant can elect to
      have Landlord cover the first costs above Landlord’s Maximum Contribution up to
      a maximum amount equal to $10 per rentable square foot of Expansion Space,
      namely $61,350.00 (“Additional Amortized Tenant Improvement Allowance”). Any
      amount of such Additional Amortized Tenant Improvement Allowance will be
      amortized monthly over the four years following substantial completion of the
      Expansion Space at an annual interest rate of 9.5%. In such authorization,
      Tenant may, pursuant to the provisions of this Workletter, request a Change
      Order (defined below) to the approved Construction Drawings to reduce or delete
      all or part of such excess costs, but any delay in completion of the Premises
      resulting from such request for a Change Order or from the changes so made
      or
      necessitated shall be chargeable as Tenant Delay. If such written authorization
      and check (if applicable) are not received by Landlord, Landlord shall not
      be
      obligated to commence work on the Premises and any resulting delay in the
      completion of the Premises shall be chargeable against Tenant as Tenant delay
      as
      provided in Section 6 of this Workletter and in the Lease.

    


    5. Changes.
      If
      Tenant shall request any change, addition or alteration in the approved
      Construction Drawings, Landlord shall promptly give Tenant a written estimate
      of
      (a) the cost of engineering and design services and the construction contractor
      services to prepare a change order (the "Change Order") in accordance with
      such
      request, (b) the cost of work to be performed pursuant to such Change Order,
      and
      (c) the time delay expected because of such requested Change Order. Within
      three
      (3) business days following Tenant's receipt of the foregoing written estimate,
      Tenant shall notify Landlord in writing whether it approves such written
      estimate. If Tenant approves such written estimate and if such cost is in excess
      of Landlord's Maximum Contribution, Tenant shall accompany such approval with
      a
      good check made payable to the order of Landlord in the amount of the estimated
      cost of preparing the Change Order and performing the work thereto, and the
      foregoing shall constitute Landlord's authorization to proceed. If such written
      authorization, and check if required, are not received by Landlord within such
      three (3) business day period, Landlord shall not be obligated to prepare the
      Change Order or perform any work in connection therewith. Upon completion of
      the
      work of the Change Order and submission of the final cost thereof by Landlord
      to
      Tenant, Tenant shall promptly pay to Landlord any such additional amounts in
      excess of Landlord's Maximum Contribution.

    


    6. Tenant
      Delay.
      If the
      Substantial Completion of the Tenant Improvements in the Premises is delayed
      due
      to Tenant Delay (defined in the Lease), then Tenant shall be responsible for
      all
      costs and any expenses occasioned by such delay, including any costs and
      expenses attributable to increases in labor or materials, and the provisions
      of
      Article Two of the Lease shall apply.

    


    7. Entry
      by Tenant.
      Tenant
      may, with Landlord's written consent, which will not unreasonably be withheld,
      enter the Premises during construction and prior to the Commencement Date for
      the Premises solely for the purpose of installing Tenant's Personal Property
      (defined in Section 3.2 above) as

      
        
           

        

        
           

          
            

          

        

        
           

        

      



    long
      as
      such entry will not interfere with the timely and orderly construction and
      completion of the Premises. Tenant shall notify Landlord of its desired time(s)
      of entry and shall submit for Landlord's approval the scope of the work to
      be
      performed and the name(s) of the contractor(s) who will perform such work.
      Such
      work and such contractors shall be subject to Landlord's approval in the same
      manner as for work subject to Section 9.01(a) of the Lease. Such entry shall
      be
      without payment of Base Monthly Rent or Rent Adjustments, but such entry and
      all
      acts and omissions in connection with it are subject to and governed by all
      other provisions of the Lease, including Tenant's indemnification obligations,
      insurance obligations, obligations under Article Seven and the provisions of
      Section 9.02.

    


    8. Force
      and Effect.
      The
      terms and conditions of this Workletter supplement the Lease and shall be
      construed to be a part of the Lease and are incorporated in the Lease. Without
      limiting the generality of the foregoing, any default by any party hereunder
      shall have the same force and effect as a default under the Lease. Should any
      inconsistency arise between this Workletter and the Lease as to the specific
      matters that are the subject of this Workletter, the terms and conditions of
      this Workletter shall control.

    


    IN
      WITNESS WHEREOF, the parties hereto have executed this Workletter as of the
      date
      first set forth in the Lease.

    


    
      	
              TENANT:

              BIONOVO,
                INC.,

              a
                Delaware Corporation

               

              By:______________________________________

              Print
                Name:________________________________

              Its:______________________________________

               

               

              By:______________________________________

              Print
                Name:________________________________

              Its:______________________________________

            	
              LANDLORD:

              EMERY
                STATION JOINT VENTURE, LLC,

              a
                California limited liability company

               

               

              By:_________________________________________

              Richard
                K. Robbins, Managing Member