Exhibit 10.5 - Extension and Modification Agreement


     

    Exhibit
      10.5

    

      EXTENSION
        AND MODIFICATION AGREEMENT

       

      This
        Extension and Modification Agreement is made and entered into this 1st
        day of
        July, 2005, by and between WILBUR ST. CORP. (“hereinafter referred to as
        Landlord”) and ADVANCED BIOFRACTURES CORP. and BIOSPECIFICS TECHNOLOGY CORP.
        (“hereinafter referred to as Tenant”).

       

      WHEREAS,
        a Commercial Lease Agreement has heretofore been entered into between Landlord
        and Tenant, dated January 30, 1998, governing the premises known as 35 Wilbur
        Street, Lynbrook, New York 11563, which Lease commenced February 1, 1998
        and
        terminates January 31, 2005; and

       

      WHEREAS,
        the parties to said Lease and a related corporation, BIOSPECIFICS TECHNOLOGY
        CORP., elect to extend that Agreement;

       

      NOW,
        THEREFORE, the Agreement is extended in its entirety except as modified as
        follows:

       

      ARTICLE
        II – LEASE
        TERM

       

      Section
        1.   Total
        Term of Lease.
        The
        Lease shall commence on July 1, 2005 and terminate on June 30,
        2010.

       

      ARTICLE
        IV – DETERMINATION OF RENT

       

      Section
        1.   Annual
        Rent.
        Shall
        be amended to read “commencing on February 1, 2006, the annual rent for the term
        of the Lease shall be One Hundred Fifty Thousand Dollars
        ($150,000.00).

       

      Section
        2.   Payment
        of Yearly Rent.
        Shall
        be amended to read a monthly payment of Twelve Thousand Five Hundred Dollars
        ($12,500.00).

       

      ARTICLE
        VI – TAXES

       

      Section
        2.   Real
        Estate Taxes.
        Shall
        be amended so that the second sentence shall read “From and after the
        Commencement Date, the Tenant shall pay to the Landlord quarterly all real
        estate taxes and assessments applicable to the Leased Premises, together
        with
        any interest and penalties lawfully imposed thereon as a result of Tenant’s late
        payment thereof, which shall be levied upon the Leased Premises during the
        term
        of this Lease.”

       

      ARTICLE
        X – INDEMNITY BY TENANT

       

      Section
        1.   Indemnity
        and Public Liability.
        Shall
        be amended to read “liability insurance with limits of not less than two million
        dollars” and $”500,000.00 property damage Insurance.”

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      ARTICLE
        XIII – INSURANCE

       

      Section
        1.   Insurance
        Proceeds.
        Shall
        be amended to add the following at the beginning of the Section. Tenant shall
        purchase and pay for a policy of insurance on behalf of the Landlord which
        insures the premises for damage or destruction by virtue of any risks, including
        terrorism.

       

      Section
        4.   Rent
        Insurance.
        Tenant
        shall purchase on behalf of the Landlord rent insurance for the term of the
        Lease, including base rent and any additional rent for taxes and
        assessment.

       

      ARTICLE
        XVIII – EXTENSIONS/WAIVERS/DISPUTES

       

      Section
        1.   Extension
        Period.
        Shall
        be amended to read the following: Providing Tenant is not in default under
        any
        of the provisions of this Lease, Tenant shall have the right to renew for
        an
        additional five (5) years at an annual increase of the CPI for each year
        thereafter.

       

      ARTICLE
        XX – MISCELLANEOUS

       

      Add
        the
        following:

       

      Section
        13.   Net
        Lease.
        This
        Lease shall be deemed and construed to be a “net lease” and Tenant shall pay to
        the Landlord absolutely net through the term of this lease their rent,
        additional rent, and other payments hereunder free of any charges, assessments,
        imposition or deductions of any charges, assessments, imposition or deductions
        of any kind and without abatement, deduction or offset unless the parties
        agree
        in writing and under no circumstances or conditions whether now existing
        or
        thereafter arising, or whether beyond the present contemplation of the parties
        shall Landlord be expected or required to make any payment of any kind
        whatsoever or be under any other obligation or liability hereunder except
        as
        herein otherwise expressly set forth.

       

      IN
        WITNESS WHEREOF, the parties hereto have executed this Extension and
        Modification Agreement the day and year first above written or have caused
        this
        Extension and Modification Agreement to be executed by their respective officers
        there unto duly authorized.

       

      Signed,
        sealed and delivered in the presence of:

       

      
        	 	 	WILBUR
                ST. CORP.
	
                Witness

              	 	
                 

                By:

              	
                 

                /s/
                  Edwin H. Wegman

              
	 	 	 	
                Edwin
                  H. Wegman, Pres.

              
	 	 	 	
                 

                 

              
	 	 	ADVANCE
                BIOFACTURES CORP.
	
                Witness

              	 	
                 

                By:

              	
                 

                /s/
                  Thomas Wegman

              
	 	 	 	
                Thomas
                  Wegman, EVP

              


      

    

     

    
      
        
        

      

      
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