Caleco Pharma Corp.: Exhibit 10.5 - Filed by newsfilecorp.com






THIRD AMENDMENT AGREEMENT TO LAB FACILITIES AND SERVICES
AGREEMENT

THIS AGREEMENT is dated for reference the 19th day of
May, 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. On April 19, 2010, Natac and Caleco entered into a second
amendment agreement to the Lab Facilities and Services Agreement whereby Caleco
and Natac agreed to extend the closing date to May 19, 2010 and extend all
payment dates.

D. Natac has agreed to further extend the closing date to
September 10, 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 11,625 Euros has been paid on May 6, 2010) payable
      on or before September 10, 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 September 30, 2010,
      December 31, 2010, March 31, 2011 and June 30, 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) 	September 30, 2011, December 31, 2011, March
      31, 2012 and June 30, 2012; and 
	 	  	  	  	  
	 			(ii) 	September 30, 2012, December 31, 2012, March
      31, 2013 and June 30, 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 September 10, 2010 (the “Closing Date”) and continue until
      September 30, 2013 (the “Term”)” 



	3. 	
      Monthly Payments. During the period October 1,
      2010 to December 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 (of which 11,625 Euros has been paid on May 6,
      2010) to September 10, 2010.

	 	 
	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 June 10, 2010.

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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