Exhibit 10.5


 


THIRD
AMENDMENT TO LEASE


 


Amendment
made this 22nd day of April 2002, amending the Lease dated March 9, 2000 and amended on October 26, 2000 and March
12, 2001 (collectively, the “Lease”)


 


	Between	Princeton Corporate Plaza, LLC
    (“Landlord”)
	 	 
	And	RenalTech International, LLC (“Tenant”)


 


Witnesseth:


 


Whereas
the Lease terminates on April 30, 2002 and;


 


Whereas
Tenant desires Landlord to extend the Term;


 


Now,
therefore, in consideration of the mutual understanding between them and intending to be legally bound, Landlord and Tenant
hereby agree to amend the Lease as follows:


 


		1.	Term. The Term of the Lease
                                         is hereby extended to April 30, 2003 (the “Expiration Date”).



 


		2.	Payment of Rent. Effective on
                                         May 1, 2002, Tenant covenants and agrees to pay to Landlord, as Base Rent for
                                         and during the remainder of the Term hereof without defense, demand or offset, the sum
                                         of Two Hundred Ninety-Two Thousand Three Hundred Eighty-Three Dollars ($292,383.00) payable
                                         on the first day of each month during the Term in the following manner: $24,365.25 per
                                         month, together with such Additional Rent as may hereinafter be provided (collectively,
                                         the “Rent”).



 


		3.	Payment of Cost of Tenant’s
                                         Work.



 


		a.	Non-Cash Payment. Tenant has this
                                         day delivered to Landlord the Units in the Company described in Exhibit D, attached
                                         hereto and made a part hereof, which Units represent payment in full of the balance due
                                         to Landlord for the Tenant’s Work set forth in paragraph 7.c.
                                         of the Second Amendment to Lease in the amount of $90,000 together with additional
                                         work performed by Landlord for Tenant in the amount of $51,635 for a total of $141,635.00.



 


		b.	Cash Payment. Tenant has this day deposited with Landlord the sum of $26,450.00 in payment of extra
work performed by Landlord at Tenant’s request in various laboratories



 


		4.	Security. Tenant has this day
                                         deposited with Landlord the sum of $2,730.00 as additional security thereby increasing
                                         Tenant’s total security deposit to $48,730.00.



 


		5.	Electric and Gas. Effective
                                         May 1, 2002, Tenant shall pay as Additional Rent for estimated usage the amounts of $2,389.00
                                         per month for electricity and $785.00 per month for gas.



 


		6.	Renewal Option. Tenant has the
option to renew for one (1) successive one (1) year term(s) upon six (6) months written notice to Landlord prior to the expiration
of the term of this Lease or prior to the expiration of a renewal, as the case may be; provided, however, that Tenant is not in
default under any of the terms and conditions
of this Lease (i) on the date this option is exercised and (ii) on the date  the renewal term commences. Base Rent for
the renewal term shall be Twenty Five Thousand Five Hundred Seventy-Nine Thousand Two Hundred Dollars ($25,583.50) per month.



 


		7.	Lease Amendment Submission.
                                         Tenant has executed this Amendment upon the understanding that this Lease shall not in
                                         any way bind Landlord until such time as the same has been, approved and executed by
                                         Landlord and a counterpart delivered to or received by Tenant.



 


		8.	Entire Lease. This Amendment is made a part of the Lease
                                         and where a conflict exists between any provision in the Lease and the provisions of
                                         this Amendment, this Amendment shall govern. Except as specifically amended herein, all
                                         of the terms and conditions of the Lease shall continue with full force and effect.



 




    	 



    	 



    

 


IN WITNESS
WHEREOF, the parties hereto have hereunto set their hands and seals, or caused these presents to be signed by their proper
corporate officers or other duly authorized representatives and their proper corporate seal (if applicable) to be hereto affixed,
as of the day and year first above written.


 


	WITNESS:	 	LANDLORD
	 	 	Princeton
    Corporate Plaza, L.L.C.
	 	 	By:	Princeton
Corporate Management Corp., 

Managing Member
	 	 	 	 
		 	By:	/s/
     Teresa Ryan Kent
	 	 	Name:
    Teresa Ryan Kent 
	6/10/2002	 	Title:
    Treasurer
	Date	 	 	 
	 	 	 	 
	WITNESS:	 	TENANT
	 	 	RenalTech International, LLC
	 	 	 	 
		 	By:	/s/  Frank
    Clark
	 	 	Name: Frank Clark
	5/31/02
    	 	Title: Vice President
	Date