BioSpecifics Technologies Corp.: Exhibit 10.1 - Filed by newsfilecorp.com






Exhibit 10.1



	Confidential treatment requested under 17 C.F.R. §§
      200.80(b)(4) and 240.24b-2. The confidential portions of this
      exhibit have been omitted and are marked accordingly. The
      confidential portions have been filed separately with the Securities
      and Exchange Commission pursuant to a confidential treatment
      request. 	EXECUTION COPY
  


AMENDMENT TO 
AMENDED AND RESTATED AGREEMENT


This AMENDMENT TO AMENDED AND RESTATED AGREEMENT is made
as of the 31st day of March, 2012 (this “Amendment”) by and between
<OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION> and ADVANCE BIOFACTURES CORPORATION AND ITS AFFILIATES, 35
Wilbur Street, Lynbrook, NY 11563 (collectively, the “Company”). 

RECITALS 

WHEREAS, <OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION> and the Company are parties to that
certain Amended and Restated Agreement, dated as of August 27, 2008 (the
“Agreement”); and 

WHEREAS, <OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION> and the Company desire to amend the
Agreement pursuant to the terms, provisions, covenants and conditions set forth
herein. 

NOW, THEREFORE, in consideration of the foregoing, and of the
mutual promises hereinafter set forth, and of other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereby agree as follows: 

AGREEMENT 

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

II.          Changes to the Agreement. Section 4 of the Agreement
is hereby deleted in its entirety and replaced with the following: 

	 	4. 	
      Compensation:




	 	a. 	
      <OMITTED AND FILED SEPARATELY WITH THE SECURITIES
      AND EXCHANGE COMMISSION> shall receive from the Company in
      consideration of services to be rendered and rights granted hereunder the
      following compensation whether or not the Company has terminated his
      engagement prior thereto: <OMITTED AND FILED SEPARATELY WITH THE
      SECURITIES AND EXCHANGE COMMISSION>.

	 	 	 
	 	b. 	
      <OMITTED AND FILED SEPARATELY WITH THE SECURITIES
      AND EXCHANGE COMMISSION>.







EXECUTION COPY 

	 	c. 	
      <OMITTED AND FILED SEPARATELY WITH THE SECURITIES
      AND EXCHANGE COMMISSION>.



III.         Construction Principles. The terms and conditions
of this Amendment shall amend, supersede, replace, govern and control over any
conflicting or inconsistent terms and conditions in the Agreement, but except as
modified in this Amendment, all other terms and conditions of the Agreement
shall remain unmodified and in full force and effect and are hereby ratified and
reaffirmed by each of the undersigned parties. Unless otherwise defined in this
Amendment, all capitalized terms shall have the same meanings as provided in the
Agreement. 

IV.          Governing Law. This Amendment shall be governed by,
and construed in accordance with, the laws of the State of New York, without
giving effect to any otherwise applicable principles of conflicts of laws. 

V.          Counterparts. This Amendment may be executed in any
number of counterparts and by the different parties hereto on separate
counterparts and each such counterpart shall be deemed to be an original, but
all such counterparts shall together constitute but one and the same agreement.
Receipt by facsimile or electronic mail message of any executed signature page
to this Amendment shall constitute effective delivery of such signature page.


[Signatures appear on the following page] 


	
      CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED
      AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION
      PURSUANT TO A CONFIDENTIAL TREATMENT REQUEST.





2




IN WITNESS WHEREOF, the parties have executed or caused this
Amendment to Amended and Restated Agreement to be executed by their respective
officers thereunto duly authorized, as applicable, effective as of the date
first above written. 

<OMITTED AND FILED SEPARATELY

WITH THE SECURITIES AND 
EXCHANGE COMMISSION> 

Advance Biofactures Corporation 

By:
___________________________
Name: Thomas L. Wegman 
Title: President