ex10-7.htm


    AMENDMENT
AGREEMENT

     

    This
agreement (the “Amendment
Agreement”) dated May 8, 2009 amends the agreement dated August 15, 2006
(the "Agreement"),
made by and between Celldonate Inc. ("Celldonate")
and Caring Capital Corporation (“Caring
Capital”).

     

    WHEREAS:

     

    
      	
              A.

            	
              Pursuant
      to the Agreement, Celldonate and Caring Capital agreed on certain payment
      terms related to the provision of technology development facilitation by
      Caring Capital to Celldonate; and

            


    

     

    
      	
              B.

            	
              For
      their mutual benefit, Celldonate and Caring Capital wish to modify the
      payment terms of the Agreement.

            


    

     

    THIS
AGREEMENT WITNESSES THAT in consideration of the foregoing and the mutual
covenants and promises contained herein, and other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, the
parties hereby agree as follows:

     

    
      	
              1.

            	
              AMENDMENT

            


    

     

    
      	
              1.1

            	
              Section
      2 of the Agreement shall be deleted in its entirety and replaced with the
      following:

            


    

     

    “Payment.  CUSTOMER
shall pay to FACILITATOR the sum of U.S. $1,500 per month on the last day of
each calendar month in exchange for the work of FACILITATOR on the Project and
reimburse FACILITATOR for any expenses related to the Project incurred by
FACILITATOR on behalf of CUSTOMER.  FACILITATOR may at its sole
discretion waive the obligation of CUSTOMER to pay any monthly instalment due
hereunder or postpone the obligation of CUSTOMER to pay such monthly instalment
to a later stage of the Project.”

     

    
      	
              1.2

            	
              Caring
      Capital hereby confirms that it waived the right to acquire any equity
      accrued under Section 2 of the Agreement by verbal agreement in each
      period prior to the date of this Amendment
  Agreement.

            


    

     

    2.      FULL
FORCE AND EFFECT

     

    
      	
              2.1

            	
              Except
      as specifically amended by the foregoing, the Agreement shall remain in
      full force and effect.

            


    

     

    3.      GENERAL
PROVISIONS

     

    
      	
              3.1

            	
              Further
      Assurances. Each of the parties shall promptly do, make, execute,
      deliver, or cause to be done, made, executed or delivered, all such
      further acts, documents and things as the other parties hereto may
      reasonably require from time to time for the purpose of giving effect to
      this Amendment Agreement and shall use reasonable efforts and take all
      such steps as may be reasonably within its power to implement to their
      full extent the provisions of this Amendment
    Agreement.

            


    

     

    
      	
              3.2

            	
              Counterparts.  This
      Agreement may be signed in counterparts and each such counterpart shall
      constitute an original document and such counterparts, taken together,
      shall constitute one and the same
  instrument.

            


    

     

    IN
WITNESS WHEREOF the parties have executed this Amendment Agreement as of
the day and year first written above.

     

    Celldonate
Inc.

     

    Per:

     

     

    /s/
Michael Palethorpe

    Michael
Palethorpe

    Chief
Financial Officer

     

     

    Caring
Capital Corporation

     

    Per:

     

     

    /s/
David Strebinger

    David
Strebinger

    Chief
Executive Officer