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                                                                 EXHIBIT 10.28.2

                            THIRD AMENDMENT TO LEASE

      This Third Amendment to Lease ("Third Amendment") is made as of December
17, 2004, by and between ARE-ONE INNOVATION DRIVE, LLC, a Delaware limited
liability company ("Landlord"), and VIACELL, INC., a Delaware corporation
("Tenant").

                                    RECITALS

      A. Landlord is the landlord and Tenant is the tenant under a Lease dated
as of February 24, 2000, between Landlord and Tenant's predecessor by name
change t.Breeders, Inc., as amended by that certain First Amendment to Lease
dated as of May 23, 2001, between Landlord and tenant and as further amended by
that certain Second Amendment to Lease dated as of April 14, 2002, between
Landlord and Tenant (as amended, the "Lease"), under which tenant leases
approximately 18,501 rentable square feet of space in the building commonly
known as One Innovation Drive, Worcester, Massachusetts, and as more
particularly described in the Lease. Capitalized terms used herein without
definition shall have the meanings defined for such terms in he Lease.

      B. The Term of the Lease for the Premises is scheduled to terminate on
February 20, 2005.

      C. Subject to the terms and conditions set forth herein, Landlord and
Tenant desire to, among other things, amend the Lease to extend the term of the
Lease for a portion of the Premises.

                                    AGREEMENT

      NOW, THEREFORE, in consideration of the foregoing, in further
consideration of the mutual promises made herein, and for other good and
valuable consideration, receipt of which is acknowledged, Landlord and tenant
hereby agree as follows:

      1. Term. The Term of the Lease is extended from its scheduled termination
date of February 28, 2005, until May 31, 2005. Thereafter, the Term shall
continue on a month-to-month basis until such time as either party elects to
terminate this Lease by providing at least 30 days prior written notice of such
election to the other party. For example, if either party provides such notice
to the other party on May 10, 2005, the Lease shall terminate on June 9, 2005.

      2. Premises. Tenant shall, on or before February 28, 2005, surrender the
portion of the Premises consisting of approximately 7,916 rentable square feet
and more particularly described on Exhibit B attached hereto (the "Surrender
Space"). Commencing on March 1, 2005, the defined term Premises in the Lease
shall be amended to read as follows:

      Premises: That portion of the Project, containing approximately 10,585
      rentable square feet, as determined by Landlord, as shown on Exhibit A
      attached hereto.


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      3. Base Rent and Operating Expenses. Commencing on March 1, 2005, Tenant
shall pay Base Rent for the Premises in the amount of $26,303.25 per month and
Tenant's Share of Operating Expenses shall be 9.19%.

      4. Surrender. Tenant agrees to voluntarily surrender the Surrender Space
on or before February 28, 2005, in compliance with all of the terms and
conditions of the Lease with respect to the condition in which space is required
under the Lease to be surrendered to Landlord at the expiration or earlier
termination of the term of the Lease. Thereafter, Tenant shall have no further
right to occupy or use the Surrender Space.

      5. Miscellaneous.

            (a) This Third Amendment is the entire agreement between the parties
      with respect to the subject matter hereof and supersedes all prior and
      contemporaneous oral and written agreements and discussions with respect
      to the matters addressed herein. This Third Amendment may be amended only
      by an agreement in writing, signed by the parties hereto.

            (b) This Third Amendment is binding upon and shall inure to the
      benefit of the parties hereto, their respective agents, employees,
      representatives, officers, directors, divisions, subsidiaries, affiliates,
      assigns, heirs, successors in interest and shareholders.

            (c) This Third Amendment may be executed in any number of
      counterparts, each of which shall be deemed an original, but all of which
      when taken together shall constitute one and the same instrument. The
      signature page of any counterpart may be detached therefrom without
      impairing the legal effect of the signature(s) thereon provided such
      signature page is attached to any other counterpart identical thereto
      except having additional signature pages executed by other parties to this
      Third Amendment attached thereto.

            (d) Landlord and Tenant each represent and warrant that it has not
      dealt with any broker, agent or other person (collectively, "Broker") in
      connection with this transaction, and that no Broker brought about this
      transaction. Landlord and Tenant each hereby agree to indemnify and hold
      the other harmless from and against any claims by any Broker claiming a
      commission or other form of compensation by virtue of having dealt with
      Tenant or Landlord, as applicable, with regard to this leasing
      transaction.

            (e) Except as amended and/or modified by this Third Amendment, the
      Lease is hereby ratified and confirmed and all other terms of the Lease
      shall remain in full force and effect, unaltered and unchanged by this
      Third Amendment. In the event of any conflict between the provisions of
      this Third Amendment and the provisions of the Lease, the provisions of
      this Third Amendment shall prevail. Whether or not specifically amended by
      this Third Amendment, all of the terms and provisions of the Lease are
      hereby amended to the extent necessary to give effect to the purpose and
      intent of this Third Amendment.


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       IN WITNESS WHEREOF, this Third Amendment to Lease has been duly executed
and delivered by landlord and Tenant as of the date first above written.

                                     TENANT:

                                     VIACELL, INC.
                                     a Delaware corporation


                                    By:   /s/ Mary Thistle
                                       --------------------------
                                     Its:  VP General Manager
                                         ------------------------

                                     LANDLORD:


                                     ARE-ONE INNOVATION DRIVE, LLC,
                                     a Delaware limited liability company

                                     By:  AREE-HOLDINGS, L.P.,
                                          a Delaware limited partnership,
                                          managing member

                                          By:   ARE-GP HOLDINGS QRS CORP.,
                                                a Delaware corporation,
                                                general partner


                                                By:   /s/ Jennifer Pappas
                                                    ----------------------------
                                                Its:  V.P. & Assistant Secretary
                                                    ----------------------------


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                                    EXHIBIT A

                           Description of the Premises

                                   (Attached)


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                                    EXHIBIT B

                       Description of the Surrender Space

                                   (Attached)