Exhibit 10.20


 


 


 


 





October
14, 2005


 


Stellar
Biotechnologies, Inc.


417 E. Port Hueneme
Road 

Port Hueneme, CA 93041


 


		SUBJECT:	LETTER AGREEMENT/LEASE
AMENDMENT 1 WITH RESPECT TO EXTENSION OF LEASE TERM AND ESTABLISHMENT OF NEW BASE RENT FOR UNITS #4 AND #5 AND ESTABLISHMENT OF
NEW COMMENCEMENT DATE FOR UNIT #7 OF THE PORT HUENEME AQUACUL
TUIRE CENTER






 


Gentlemen:


 


In
accordance with Paragraph 58 of the Addendum to that certain Sublease, dated
October 2, 2000, by
and between Stellar Biotechnologies,
Inc. ("Stellar'')
and the Port Hueneme
Surplus Property Authority ("SPA")
for Units #3, #4,
and


#5
, Stellar has notified the SPA of its desire to exercise
its option with respect to Units #4 and #5 for five-years
and the SPA has accepted pursuant to SPA Resolution No. 30
(attached). Stellar's Sublease of Unit #3 terminated
of its own accord on October 2,
2005 .


 


Paragraph
58 of the Sublease Addendum obliges the Parties to agree with respect to the current Market Rental Rate for option periods,
which on the basis
of all recent leasing activity at the Port Hueneme Aquaculture
Center is currently


$0.15
per square foot of land per month with subsequent annual
cost of living ("CPI")
increases for years
4 through 5.


 


Accordingly,
Paragraph 60 of the Addendum is hereby amended and replaced
by the following revision:


 


60.
Establishment of Base Rent During the First Five-Year Option
Period. Commencing October 1, 2005
and continuing through September 30, 2006 , Lessee's
Base Rent shall be increased to $4,454.85/month
for Units #4 and
#5. This rental rate takes into account the previously
agreed to concept that 1,000 square feet of Unit #4
is associated with the pump house, and Stellar
is not required to pay rent on that common area.
On October 1, 2006
the Base Rent shall be adjusted (but not reduced) for increases, if
any, in the CPI index
(for Ventura County, if
available; otherwise for the Los Angeles/Long Beach metropolitan area), which occurred during
the preceding twelve (12) month period. A similar adjustment
shall be made on each October 1st thereafter for the remaining
term of the option period ending in 2010.


 





  


 


250
North Ventura Road •
Port Hueneme, California
93041 • Phone
(805) 986-6500






     


     


    

2


 


 





With
respect to Unit #7, the "Commencement
Date" set forth in Paragraph 60 of the Addendum to
that certain additional Sublease, dated August 1,
2005, by and between
Stellar and the SPA is hereby changed from August 1, 2005
to October 1, 2005 to reflect the delay in occupancy by Stellar due to required tenant improvement work.


 


All
other terms, conditions and provisions of both Subleases shall remain
in full force and effect.


 


Please
indicate Stellar's concurrence with these Sublease Amendments by executing and dating this letter below and returning same to this
office.


 


 





	 	Sincerely,

                            


/s/
Robert Hunt


 


Robert
L. Hunt SPA Manager





 
   


The
foregoing Amendments to the two Subleases as described above are agreed to this 31st day of October,
2005.


 


 


/s/
Frank R. Oakes                                         


Frank R. Oakes


Chairman,
STELLAR BIOTECHNOLOGIES, INC