Exhibit 12(e)(2)
                                                                ----------------




                           SECOND AMENDING AGREEMENT


THIS AGREEMENT made and entered into as of the 23rd day of September, 2005.


AMONGST:  DURAVEST, MC., a Florida corporation with a registered office located
          at 37 Prince Arthur Avenue, Suite 300, Toronto, Ontario Canada, M5R
          1B2, represented for the purpose hereof by Dr. Ogan Gurel, its
          President, duly authorized as he so declares:

          (hereinafter called "Duravest")

          INNOVACOR, LIMITED PARTERNSHIP, limited partnership duty formed under
          the laws of Quebec, having a place of business at 5000 Belanger Street
          East, Montreal, Quebec, H1T 1C8, acting through and represented for
          the purposes hereof by its general partner, Innovacor Management Inc.,
          represented by Mr. Jacques Oliva Belair, its President, duly
          authorized as he so declares;

          (hereinafter called "Innovacor")

          CARDIO AT WORK INC., corporation duly incorporated under the laws of
          Canada, having its head office at P.O. Box 323, Mount-Royal Station
          H3P 3C5, represented for the purpose hereof by Dr. Jean-Francois
          Tanguay, its President, duly authorized as he so declares;

          (hereinafter called "CAT")

          MR. SAM GREENBERG, residing and domiciled at 5101 Buchan, Penthouse 1,
          5th Floor, Montreal, Quebec, H4P 1S4; (hereinafter called "Greenberg")

          ESTRACURE INC., corporation duty incorporated under the laws of
          Canada, having its head office at 5000 East Belanger Street, Montreal,
          Quebec, H1T 1C8, represented for the purpose hereof by Dr.
          Jean-Francois Tanguay, its President, duly authorized as he so
          declares; (hereinafter called "Estaracure")

          (Duravest, Innovacor. CAT, Greenberg, Estracure are hereinafter
          collectively called the "Parties")


     WHEREAS the Parties entered into an Option Agreement dated as of January
14th 2005 (the "Option Agreement");

       WHEREAS the Parties amended the Option Agreement by way of an Amending
Agreement dated as of March 21st 2005;


<PAGE>



     AND WHEREAS the Parties now wish to amend the Option Agreement a second
     time;

      NOW THEREFORE, the Parties agree as follows:

     1.   The typographical error contained in the date on the first page of the
          Option Agreement is corrected by replacing "2004" with "2005".

     2.   Section 2.3 of the Option Agreement is amended by deleting the
          reference "September 30th, 2005" in its last line and replacing same
          with "December 31st, 2005. The Initial Shareholders Option can only be
          exercised by delivering the Exercise Notice as provided for in
          Sections 3.5(a), 4.1 and 6.1 hereof."

     3.   Section 2 of Schedule A of the Option Agreement is amended by deleting
          "After February 1st, 2005 and before March 31st 2005" and replacing
          same with "Prior to October 30th 2005".

     4.   Section 2 of Schedule B of the Option Agreement is amended by deleting
          "After February 1st, 2005 and before March 31st 2005" and replacing
          same with "Prior to September 30th 2005".

     5.   All other provisions of the Option Agreement remain unchanged and in
          full effect.

IN WITNESS WHEREOF, THE PARTIES HAVE SIGNED THIS ANIENDMENT WHICH HAS INTERVENED
AT THE PLACE AND ON THE DATE FIRST MENTIONED.

INNOCAR, LIMITED PARTNERSHIP,              CARDIO AT WORK, ING.
per Innovator Management, Inc.,
its general partner


Per: /s/ Jacques Oliva Belair              Per: /s/ Jean-Francois Tanguay
     --------------------------------           --------------------------------
     Jacques Oliva Belair                       Jean-Francois Tanguay


DURAVEST, INC.                             ESTACURE INC.


Per: /s/ Dr. Ogan Gurel                    Per: /s/ Jean-Francois Tanguay
     --------------------------------           --------------------------------
     Dr. Ogan Gurel                             Jean-Francois Tanguay




/s/ Sam Greenberg
-------------------------------------
Sam Greenberg