Caleco Pharma Corp.: Exhibit 10. 5 - Filed by newsfilecorp.com






SECOND AMENDMENT AGREEMENT TO SHARE PURCHASE
AGREEMENT

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

	 AMONG:    		 
	 	  	 
		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: 		 
	 	  	 
		ANTONIO DELGADO ROMERO, an
      individual having an address at Calle Manuel de Falla 4a, 05260 Avila,
      Spain. 	
	 	  	 
	 	(hereinafter called "Romero") 	 
	 	OF THE SECOND
    PART  
	 AND: 		 
	 	  	 
		JOSE CARLOS QUINTELA FERNANDEZ,
      an individual having an address at Calle Tellez, Puerta 1, 28007, Madrid,
      Spain. 	
	 	  	 
	 	(hereinafter called "Fernandez") 	 
	 	 OF THE
    THIRD 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 FOURTH PART  
	 WHEREAS:    		 


A.          Under
the terms of a Share Purchase Agreement (the “Share Purchase Agreement”) dated
February 10, 2010 among Natac, Caleco, Romero and Fernandez, (together, the
“Vendors”), Caleco agreed to purchase from the Vendors an aggregate of 36 shares
of the capital stock of Natac held by the Vendors (the “Natac Shares”). In
consideration of the Natac Shares, Caleco agreed to issue an aggregate of
4,300,000 shares of its common stock to the Vendors on closing of the Share
Purchase Agreement;

B.           
On March 19, 2010, Natac and the Vendors entered into an amendment agreement to
the Share Purchase Agreement whereby the parties agreed to extend the closing
date of the acquisition of the Natac Shares from March 19, 2010 to April 19,
2010 (the “Closing Date”); and

C.            
 Natac and the Vendors have agreed to further extend the Closing Date to
July 19, 2010 in accordance with the terms of this 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 Share Purchase Agreement. 
	  	 
	2. 	Amendment. Section 7.1 of the Share
      Purchase Agreement is replaced in its entirety with the following: 
	  	 
		“7.1      The closing
      of this Agreement shall occur on a date, time and place as mutually agreed
      to by the parties, but in any event no later than July 19, 2010 (the
      “Closing Date”).” 







	3. 	
      No Other Modification. The parties confirm that
      the terms, covenants and conditions of the Share Purchase Agreement remain
      unchanged and in full force and effect, except as modified by this
      Agreement.

	 	 
	4. 	
      Independent Legal Advice. This Agreement has been
      prepared by O’Neill Law Group PLLC acting solely on behalf of Caleco, and
      Natac and the Vendors acknowledge that they have been advised to obtain
      independent legal advice.

	 	 
	5. 	
      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.

	 	 
	6. 	
      Entire Agreement. This Agreement constitutes the
      full and entire understanding and agreement between the parties with
      regard to the subject hereof.

	 	 
	7. 	
      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

SIGNED, SEALED AND DELIVERED 
BY ANTONIO DELGADO
ROMERO
in the presence of: 

	/s/ Jose Carlos
      Quintela                           
      	/s/ Antonio Delgado
      Romero
	Signature of Witness 	ANTONIO DELGADO ROMERO



Jose Carlos
Quintela                                   

Name

______________________________

SIGNED, SEALED AND DELIVERED
BY JOSE CARLOS
QUINTELA FERNANDEZ 
in the presence of: 

	/s/ Antonio Delgado
      Romero                    	/s/ Jose Carlos Quintela
    Fernandez
	Signature of Witness 	JOSE CARLOS QUINTELA FERNANDEZ
  


Antonio Delgado
Romero                           
Name

_______________________________

CALECO PHARMA CORP.

/s/ John Boschert

  ______________________________

  By Its Authorized
Signatory


2