Caleco Pharma Corp.: Exhibit 10.6 - Filed by newsfilecorp.com






SECOND AMENDMENT AGREEMENT TO LAB FACILITIES AND SERVICES
AGREEMENT

THIS AGREEMENT is dated for reference the 19th day of
April, 2010.

	 BETWEEN:
    		 
	 	  	 
		NATAC BIOTECH, S.L., a Spanish
      corporation having an address at Calle Ana de Austria, 28660 Boadilla del
      Monte, Madrid, Spain 	
	 	  	 
	 	(hereinafter called "Natac") 	 
	OF THE FIRST PART 
	 	  	 
	 AND: 		 
	 	  	 
		CALECO PHARMA CORP., a Nevada
      corporation having an address at Suite 410 – 103 East Holly Street,
      National Bank Building, Bellingham, WA 98225. 	
	 	  	 
	 	(hereinafter called "Caleco") 	 
	OF THE SECOND PART
  


WHEREAS:

A.           
Natac and Caleco entered into a Lab Facilities and Services Agreement (the “Lab
Facilities and Services Agreement”) dated February 18, 2010 pursuant to which
Natac has agreed to grant access to its laboratory facility and procure certain
laboratory services to Caleco in accordance with the terms and conditions of the
Lab Facilities and Services Agreement.

B.           
 On March 19, 2010, Natac and Caleco entered into an Amendment Agreement to
the Lab Facilities and Services Agreement whereby Caleco and Natac agreed to
extend the closing date to April 19, 2010 and extend all payment dates by thirty
days.

C.             
Natac has agreed to further extend the Closing Date to May 19, 2010 and to
further extend all payment dates and the term of the Lab Facilities and Services
Agreement.

NOW, THEREFORE, in consideration of the premises
contained herein and the sum of $10.00 paid by Caleco to Natac, the receipt and
sufficiency are hereby acknowledged, Natac and Caleco agree as follows:

	1. 	Definitions. Except as
      otherwise set out herein, capitalized terms used in this Agreement shall
      have the same meaning as specified in the Lab Facilities and Services
      Agreement. 
	  	  	  	  
	2. 	Amendment. The Lab Facilities
      and Services Agreement be amended as follows: 
	  	  	  	  
		(i) 	Section 2.2(b) of the Lab Facilities
      and Services Agreement is replaced in its entirety with the following:  
	  	  	  	  
			“(b) 	issuance of a promissory note in the amount of
      130,000 Euros, of which 80,000 Euros is payable on or before April 30,
      2010 and 50,000 Euros is payable on or before May 19, 2010 (the “Closing
      Date”) (which promissory note has been issued on February 10, 2010)”
	  	  	  	  
		(ii) 	Section 2.2(c) of the Lab Facilities
      and Services Agreement is replaced in its entirety with the following:  
	  	  	  	  
			“(c) 	100,000 Euros on or before May 31, 2010, August
      31, 2010, November 30, 2010 and February 28, 2011; and”








		(iii) 	Section 2.2(d) of the Lab Facilities
      and Services Agreement is replaced in its entirety with the following:  
	  	  	  	  	  
	  	  	“(d) 	125,000 Euros on or before: 
	  	  	  	  	  
				(i) 	May 31, 2011, August 31, 2011, November 30,
      2011 and February 29, 2012; and 
	  	  	  	  	  
				(ii) 	May 31, 2012, August 31, 2012, November 30,
      2012 and February 28, 2013.” 
	  	  	  	  	  
		(iv) 	Section 5.1 of the Lab Facilities and
      Services Agreement is replaced in its entirety with the following: 
	  	  	  	  	  
			“5.1 	The term of this Agreement shall
      commence on May 19, 2010 (the “Closing Date”) and continue until May 31,
      2013 (the “Term”)” 
	  	  	  	  	  
	3. 	Monthly Payments. During the
      period June 1, 2010 to August 31, 2010, Caleco may pay monthly payments in
      lieu of quarterly payments with respect to any fees due under the Lab
      Facilities and Services Agreement. 
	  	  	  	  	  
	4. 	Extension of Promissory Note.
      Natac agrees to extend the due date of the promissory note dated
      February 10, 2010 in the amount of 130,000 Euros to April 30, 2010, in
      respect of 80,000 Euros, and May 19, 2010, in respect of 50,000 Euros.  
	  	  	  	  	  
	5. 	No Other Modification. The
      parties confirm that the terms, covenants and conditions of the Lab
      Facilities and Services Agreement remain unchanged and in full force and
      effect, except as modified by this Agreement. 
	  	  	  	  	  
	6. 	Independent Legal Advice. This
      Agreement has been prepared by O’Neill Law Group PLLC acting solely on
      behalf of Caleco, and Natac acknowledges that it has been advised to
      obtain independent legal advice. 
	  	  	  	  	  
	7. 	Successors and Assigns. Except
      as otherwise expressly provided herein, the provisions hereof shall inure
      to the benefit of, and be binding upon, the successors, assigns, heirs,
      executors and administrators of the parties hereto. 
	  	  	  	  	  
	8. 	Entire Agreement. This
      Agreement constitutes the full and entire understanding and agreement
      between the parties with regard to the subject hereof. 
	  	  	  	  	  
	9. 	Counterparts. This Agreement
      may be executed in two or more counterparts, each of which shall
      constitute an original, but all of which, when taken together, shall
      constitute but one instrument, and shall become effective when one or more
      counterparts have been signed by each party hereto and delivered to the
other parties. 


IN WITNESS WHEREOF, the parties have duly executed and
delivered this Agreement as of the date first written above.

NATAC BIOTECH S.L.

/s/ Lourdes Marquez______________
By Its
Authorized Signatory

CALECO PHARMA CORP.

/s/ John Boschert_________________
By Its
Authorized Signatory

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