Exhibit 10.9

                       SECOND AMENDMENT TO LEASE AGREEMENT


         THIS SECOND AMENDMENT TO LEASE AGREEMENT ("First Amendment") is made
this 9th day of September, 2004, by and between THE REALTY ASSOCIATES FUND VI,
L.P., a Delaware limited liability partnership, successor in interest to Van
Brunt Associates ("Landlord") and MEDICAL NUTRITION USA, INC., a Delaware
corporation, formerly known as Medical Nutrition, Inc. ("Tenant").


                                   WITNESSETH:


         WHEREAS, Van Brunt Associates, Landlord's predecessor in interest, and
Tenant entered into that certain Lease Agreement dated October 4, 1984, as
amended by that certain First Amendment to Lease dated as of October 24, 1994
and that certain lease extension letter dated November 17, 1999 (collectively,
the "Lease"), pursuant to which Tenant leased that certain premises in the
building located at 10 West Forest Avenue, Englewood, NJ 07631 (the "Building"),
said premises containing Seven Thousand Five Hundred (7,500) rentable square
feet (the "Premises"); and

         WHEREAS, the Term of the Lease expires December 31, 2004; and

         WHEREAS, Landlord and Tenant desire to amend the Lease to extend the
Term of the Lease and to amend certain other terms and conditions of the Lease
as herein provided.

         NOW, THEREFORE, in consideration of the premises and mutual covenants
and agreements herein contained and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, Landlord and
Tenant hereby agree to the following:

     1.   Recitals. The recitals set forth above are incorporated herein by this
          reference with the same force and effects as if fully set forth
          hereinafter.

     2.   Capitalized Terms. Capitalized terms not otherwise defined herein
          shall have the meeting ascribed to them in the Lease. From and after
          the date hereof, the Lease and his Second Amendment shall be known
          collectively as the "Lease".

     3.   Term. Notwithstanding anything to the contrary contained in the Lease
          or elsewhere, the Term of the Lease is hereby extended for a period of
          five (5) years commencing on January 1, 2005 (the "Renewal Date") and
          expiring December 31, 2009 (inclusively, the "Renewal Term"), unless
          sooner terminated pursuant to the terms of the Lease or hereof.

     4.   Base Rent.
        a. Notwithstanding anything to the contrary contained in the Lease,
         during the Renewal Term Tenant shall pay Base Rent with respect to the
         Premises at the times and in the manner set forth in Section 3 of the
         Lease in accordance with the following schedule:


                    Period             Annual Base Rent     Monthly Base Rent
                    ------             ----------------     -----------------
             01/01/05 - 12/31/05          $77,625.00            $6,468.75
             01/01/06 - 12/31/06          $79,953.75            $6,662.81
             01/01/07 - 12/31/07          $82,352.36            $6,862.70
             01/01/08 - 12/31/08          $84,822.93            $7,068.58
             01/01/09 - 12/31/09          $87,367.62            $7,280.64

        b. Tenant shall continue to pay all Additional Rent as and when due
         under the Lease.
<PAGE>

     5.   "As-Is" Condition.

     a.   Tenant acknowledges that all obligations of Landlord to construct
     tenant improvements for the Premises pursuant to the Lease have been met.
     Tenant hereby agrees to accept the Premises in its "as-is" condition
     existing on the date hereof and Landlord shall have no obligation to
     construct any tenant improvements to the Premises on behalf of Tenant
     during the Renewal Term.
     b.   Notwithstanding the foregoing, Landlord shall:

       (i) Replace the HVAC roof mounted unit that serves the conference room;
       and

       (ii) Replace the lavatory sinks and toilets (provided this does not
       require reconstruction of the lavatory rooms or their finishes).

     6.   Notices. Landlord's address for notices set forth on the first page of
          the Lease is hereby deleted.
     All notices required to be sent to Landlord pursuant to Section 20 of the
     Lease shall be sent to landlord at the following addresses:

                 Landlord:                 The Realty Associates Fund VI, L.P.
                                           c/o Kwartler Associates
                                           2 North Street
                                           Waldwick, New Jersey 07463

                 With a copy to:           TA Associates Realty
                                           28 State Street
                                           Boston, Massachusetts 02109
                                           Attn:  Mr. Christopher J. Good

      The last clause of the first paragraph of Section 20 "with copies to
   Harris R. Silver, Esq., 101 Eisenhower Parkway, Roseland, New Jersey 07068"
                                shall be deleted.

     7.   Assignment and Subletting. Article 14 of the Lease is herby deleted in
          its entirety and the following Article 14 is hereby substituted in
          lieu thereof:

          "14.     ASSIGNMENT AND SUBLETTING
                   -------------------------

              14.1 Tenant shall not voluntarily or by operation of law assign,
              transfer, hypothecate, mortgage, sublet, or otherwise transfer or
              encumber (hereinafter collectively "Assign") or sublet
              (hereinafter "Sublet") all or any part of Tenant's interest in
              this Lease or in the Premises, without Landlord's prior written
              consent, which shall not be unreasonably withheld. Landlord shall
              respond to Tenant's written request for consent hereunder within
              thirty (30) days after Landlord's receipt of the written request
              from Tenant. Any attempted Transfer without such consent shall be
              void and shall constitute a material default and breach of this
              Lease. Tenant's written request for Landlord's consent shall
              include, and Landlord's thirty (30) day response period referred
              to above shall not commence, unless and until Landlord has
              received from Tenant, all of the following information in Section
              14.2 or 14.3, as applicable:

              14.2 Sublet: Tenant's written request for Landlord's consent to
              Sublet shall include (a) a description of the business the
              subtenant intends to operate on the Premises, which must be for a
              use permitted by the Lease, (b) the proposed effective date of the
              sublease, (c) a copy of the proposed sublease, and (d) a detailed
              description of any Alterations needed to accommodate the proposed
              subtenant.

              14.3 Assignment : Tenant's written request for Landlord's consent
              to Assign shall include all of the following: (a) financial
              statements for the proposed assignee or subtenant for the past two
              (2) years prepared in accordance with generally accepted
              accounting principles, if available, (b) federal tax returns for
              the proposed assignee for the past two (2) years, if available,
              (c) a detailed description of the business the assignee or
              subtenant intends to operate the Premises, (d) the proposed
              effective date of the assignment or sublease, (e) a copy of the
              proposed sublease or assignment which includes all of the terms
              and conditions of the proposed assignment or sublease, and (f) a
<PAGE>

              detailed description of any Alterations the proposed assignee or
              subtenant desires to make to the Premises.

              14.4 Landlord shall not unreasonably withhold its consent to
              Sublet or Assign, provided that Tenant has complied with each and
              every requirement, term and condition of this Section 14. Tenant
              acknowledges and agrees that each requirement, term and condition
              in this Section 14 is a reasonable requirement, term or condition.
              It shall be deemed reasonable for Landlord to withhold its consent
              to Sublet or Assign any requirement, term or condition of this
              Section 14 is not complied with or (a) the proposal would cause
              Landlord to be in violation of its obligations under another lease
              or agreement to which Landlord is a party; (b) in Landlord's
              reasonable judgment, a proposed assignee has a smaller net worth
              than Tenant had on the date this Lease was entered into with
              Tenant or is not able financially to pay the rents due under this
              Lease as and when they are due and payable; (c) a proposed
              assignee's or subtenant's business will impose a burden on the
              Project's parking facilities, Common Areas or utilities that is
              substantially greater than the burden imposed by Tenant, in
              Landlord's reasonable judgment; (d) the terms of a proposed
              assignment or subletting will allow the proposed assignee or
              subtenant to exercise a right of renewal, right of expansion,
              right of first offer, right of first refusal or similar right held
              by Tenant; (e) a proposed assignee refuses to enter into a written
              assignment agreement, reasonably satisfactory to Landlord, which
              provides that it will abide by and assume all of the terms and
              conditions of this Lease for the term of any assignment and
              containing such other terms and conditions as Landlord reasonably
              deems necessary; (f) the use of the premises by the proposed
              assignee or subtenant will not be a use permitted by this Lease:
              (g) any guarantor of this Lease refuses to consent to the
              assignment or to execute a written agreement reaffirming the
              guaranty; (h) Tenant is in default as defined in Section 18 at the
              time of the request; (i) Landlord has sued or been sued by the
              proposed assignee or has otherwise been involved in a legal
              dispute with the proposed assignee; (j) the assignee or subtenants
              is involved in a business which is not in keeping with the
              then-current standards of the Project; (k) the proposed assignee
              or subtenant is an existing tenant of the Project or is a person
              or entity then negotiating with Landlord for the lease of space in
              the Project; or (l)the assignee or subtenant will use, store or
              handle Hazardous Materials in or about the Premises of a type,
              nature, quantity not acceptable to Landlord, in landlord's sole
              discretion.

              14.5 Landlord shall be entitled to receive from Tenant (as and
              when received by Tenant) as an item of additional rent the
              following amounts (hereinafter the Premium): one-half of all
              amounts received by Tenant from the subtenant or assignee in
              excess of the amounts payable by Tenant to Landlord hereunder. The
              Premium shall be reduced by the reasonable brokerage commissions
              and legal fees actually paid by Tenant in order to assign the
              Lease or to sublet a portion of the Premises. "Premium" shall mean
              all Base Rent, additional rent or other consideration of any type
              whatsoever payable by the assignee or subtenant in excess of the
              Base Rent and additional rent payable by Tenant under this Lease.
              If less than all of the Premises is transferred, the Base Rent and
              the additional rent shall be determined on a
              per-leasable-square-foot basis. "Premium" shall also include, but
              not be limited to, key money and bonus money paid by the assignee
              or subtenant to Tenant in connection with such transfer, and any
              payment in excess of fair-market value for services rendered by
              Tenant to the assignee or subtenant or for assets, fixtures,
              inventory, equipment or furniture transferred by Tenant to the
              assignee or subtenant in connection with such transfer.

              14.6 Notwithstanding anything to the contrary contained in this
              Section 14, Landlord shall have the option, by giving written
              notice to Tenant within thirty (30) days after receipt of any
              request by Tenant to assign this Lease or to sublease space in the
              Premises (the term of which sublease expires during the last
              twelve (12) months of the Term), to terminate this Lease with
              respect to said space as of the date thirty (30) days after
              Landlord's election. In the event of a recapture by Landlord, if
              this Lease shall be canceled with respect to less than the entire
              Premises, the Base Rent, Operating Expenses and the number of
              parking spaces Tenant may use shall be adjusted on the basis of
              the number of rentable square feet retained by Tenant in
              proportion to the number of rentable square feet contained in the
              original Premises, and this Lease as so amended shall continue
              thereafter in full force and effect, and upon request of either
              party, the parties shall execute written confirmation of same. If
              Landlord recaptures only a portion of the Premises, it shall
              construct and erect at its sole cost such partitions as may be
              required to sever the space to be retained by Tenant from the
<PAGE>

              space recaptured by landlord. Landlord may, at its option, lease
              any recaptured portion of the Premises to the proposed subtenant
              or assignee or to any other person or entity without liability to
              Tenant. Tenant shall not be entitled to any portion of the profit,
              if any, Landlord may realize on account of such termination and
              reletting. Tenant acknowledges that the purpose of this Section is
              to enable Landlord to receive profit in form of higher rent or
              other consideration to be received from an assignee or subtenant
              to give Landlord the ability to meet additional space requirements
              of other tenants of the Project and to permit Landlord to control
              the leasing of space in the Project. Tenant acknowledges and
              agrees that the requirements of this Section are commercially
              reasonable and are consistent with the intentions of Landlord and
              Tenant.

              14.7 In the event Tenant shall request Landlord's consent to
              Assign this Lease or Sublet the Premises, then Tenant shall pay
              Landlord's reasonable costs and expenses incurred in connection
              therewith, including, but not limited to, attorneys', architects',
              accountants', engineers', or other consultants' fees.

              14.8 The foregoing notwithstanding, provided Tenant is not in
              default after expiration of all applicable notice and cure
              periods, Tenant shall have the right, without Landlord's consent,
              upon thirty (30) days advance written notice to Landlord, to
              assign the Lease or sublet the whole or any part of the Premises
              (a) to any entity or entities which are owned by Tenant, or which
              owns Tenant, (b) in connection with the sale or transfer of
              substantially all of the assets of the Tenant or the sale or
              transfer of substantially all of the outstanding ownership
              interests in Tenant, or (c) in connection with a merger,
              consolidation or other corporate reorganization of Tenant (each of
              the transactions referenced in the above subparagraphs (a), (b),
              and (c) are hereinafter referred to as "Permitted Transfer," and
              each surviving entity shall hereinafter be referred to as a
              "Permitted Transferee"); provided, that such assignment or
              sublease is subject to the following conditions:

                (i) Tenant shall remain fully liable under the terms of the
                Lease;

                (ii) such Permitted Transfer shall be subject to all of the
                terms, covenants and conditions of the Lease;

                (iii) in the event the entity which constitutes Tenant does not
                survive such transaction, such Permitted Transferee has a net
                worth at least equal to the net worth of Tenant as of the date
                of this Lease, and

                (iv) such Permitted Transferee shall expressly assume the
                obligations of Tenant under the Lease by a document reasonably
                satisfactory to Landlord.

     8.   Compliance with Laws. Article 16 of the Lease is hereby modified by
          adding the following new Section 16.2(iv):

                (iv) "Tenant shall, at Tenant's sole expense, comply with all
                requirements of the Americans With Disabilities Act ("ADA") that
                relate to the Premises and with all federal, state and local
                laws and regulations governing occupational safety and health."

     9.   Brokers. Tenants represents and warrants to Landlord that Tenant has
          not had any dealings or entered into any agreements with any person,
          entity, realtor, broker, agent or finder in connection with the
          negotiation of this Second Amendment other than Kwartler Associates,
          Inc. Tenant shall indemnify and hold Landlord harmless from and
          against any loss, claim, damage, expense (including costs of suit and
          reasonable attorneys' fees) or liability to any compensation,
          commission or charges claimed by any other realtor, broker, agent or
          finder claiming to have dealt with Tenant in connection with this
          Second Amendment.

     10.  Reaffirmation of Terms. Except as modified herein, all of the terms,
          covenants and provisions of the Lease are hereby confirmed and
          ratified and shall remain unchanged and in full force and effect.

     11.  Representations. Tenant hereby represents and warrants to Landlord
          that Tenant (i) is not in default of its obligation under the Lease
          and that such Lease is valid, binding and enforceable in accordance
<PAGE>

          with its terms, (ii) has full power and authority to execute and
          perform this Second Amendment, and (iii) has taken all action
          necessary to authorize the execution and performance of this Second
          Amendment.

     12.  Counterpart Copies: This Second Amendment may be executed in two or
          more counterpart copies, each of which shall be deemed to be an
          original and all of which counterparts shall have the same force and
          effect as if the parties hereto had executed a single copy of this
          Second Amendment.

     13.  Deleted Provision: Effective as of the date hereof, Section 51 of the
          Lease is hereby deleted in its entirety.


                        [SIGNATURES APPEAR ON NEXT PAGE]
<PAGE>

IN WITNESS WHEREOF, Landlord and Tenant have executed this Second Amendment as
of the day and year first above written.


LANDLORD

THE REALTY ASSOCIATES FUND VI, L.P.
A Delaware limited partnership

By:  Realty Associates Fund VI LLC, a
     Massachusetts limited liability company,
     General partner

     By:   Realty Associates Advisors LLC, a
           Delaware limited liability company,
           Manager

           By:   Realty Associates Advisor Trusts, a
                 Massachusetts business trust, sole
                 Member


                 By:
                    ----------------------------------
                                [Officer]

By:  Realty Associates Fund VI Texas
     Corporation, a Texas corporation, general
     Partner

     By:
        ----------------------------------------------
                          [Officer]


TENANT

MEDICAL NUTRITION USA, INC.
A Delaware corporation


By:
   ----------------------------------------------

Name:
     --------------------------------------------

Title:
      -------------------------------------------