Supplement No.1 to Guarantee Areement



 Exhibit 10.5 
 SUPPLEMENT TO GUARANTEE AGREEMENT 
 SUPPLEMENT NO. 1, dated as of September 19, 2007, to the
GUARANTEE AGREEMENT (as amended, supplemented or otherwise modified from time to time, the “Guarantee Agreement”), dated as of January 12, 2007, made by Synova Healthcare Group, Inc., a Nevada corporation (the
“Company”), Synova Healthcare, Inc., a Delaware corporation (“Synova Healthcare”), Synova Pre-Natal Healthcare, Inc., a Delaware corporation (“Synova Pre-Natal”, and together with Synova Healthcare,
the “Guarantors”, and each individually, a “Guarantor”), to the purchasers signatory hereto (each purchaser including their respective successors, endorsees, transferees and assigns, a “Purchaser”,
and collectively, the “Purchasers”). 
 Reference is made to the Purchase Agreement, dated as of January 12, 2007,
among the Company, the Guarantors and the Purchasers (as amended, supplemented or otherwise modified from time to time, the “Purchase Agreement”). Capitalized terms used herein and not defined herein shall have the meanings assigned
to such terms in the Guarantee Agreement. 
 The Guarantors have entered into the Guarantee Agreement in order to induce the Purchasers to
purchase certain securities of the Company. Article 14 of the Guarantee Agreement provides that additional Subsidiaries may become Guarantors under the Guarantee Agreement by execution and delivery of an instrument in the form of this Supplement.
The undersigned Subsidiaries (the “New Guarantors”) are executing this Supplement in accordance with the requirements of the Guarantee Agreement to become Guarantors under the Guarantee Agreement as consideration for securities
previously purchased. 
 Accordingly, the Purchasers and the New Guarantors agree as follows: 
 1. In accordance with Article 14 of the Guarantee Agreement, the New Guarantors by their signatures below become Guarantors under the
Guarantee Agreement with the same force and effect as if originally named therein as Guarantors, and the New Guarantors hereby (a) agree to all the terms and provisions of the Guarantee Agreement applicable to them as Guarantors thereunder and
(b) represent and warrant that the representations and warranties made by them as Guarantors thereunder are true and correct on and as of the date hereof. Each reference to a “Guarantor” in the Guarantee Agreement shall be deemed to
include the New Guarantors. The Guarantee Agreement is hereby incorporated herein by reference. 
 2. The New Guarantors
represent and warrant to the Purchasers that this Supplement has been duly authorized, executed and delivered by them and constitutes their legal, valid and binding obligation, enforceable against them in accordance with its terms, subject to
applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditor’s rights generally. 
 3. This Supplement may be executed in counterparts (and by each party hereto on a different counterpart), each of which shall constitute an original, but both of which, when taken together, shall constitute but one contract. This Supplement
shall become effective when the Purchasers shall have received counterparts of this Supplement that, when taken together, bear the signatures of the New Guarantors and the Purchasers. Delivery of an executed counterpart of this Supplement by
facsimile transmission shall be as effective as delivery of a manually executed counterpart of this Supplement. 







 4. Except as expressly supplemented hereby, the Guarantee Agreement shall remain in full
force and effect. 
 5. THIS SUPPLEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW
YORK, WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES THAT WOULD REQUIRE THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION. 
 6. In the event any one or more of the provisions contained in this Supplement should be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein and in
the Guarantee Agreement shall not in any way be affected or impaired thereby (it being understood that the invalidity of a particular provision hereof in a particular jurisdiction shall not in and of itself affect the validity of such provision in
any other jurisdiction). The parties hereto shall endeavor in good faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid,
illegal or unenforceable provisions. 
 7. All communications and notices hereunder shall be in writing and given as provided
in Article 12 of the Guarantee Agreement. All communications and notices hereunder to the New Guarantors shall be given to them at the address set forth under their signatures below, with a copy to the Company. 
 8. The New Guarantors agree to reimburse the Purchasers for their reasonable out-of-pocket expenses in connection with this Supplement,
including the reasonable fees, disbursements and other charges of counsel for the Purchasers. 
 [Signature page follows] 







 IN WITNESS WHEREOF, the New Guarantors and the Purchasers have duly executed this Supplement No. 1
to the Guarantee Agreement as of the day and year first above written. 
  

			
	ALLENDALE PHARMACEUTICALS, INC.
		
	By:	 	/s/ Stephen King
	Name:	 	Stephen King
	Title:	 	CEO
	
	TODAY’S WOMENCARE COMPANY
		
	By:	 	/s/ Stephen King
	Name:	 	Stephen King
	Title:	 	CEO
	
	TODAY’S WOMENCARE (CANADA) INC.
		
	By:	 	/s/ Stephen E. King
	Name:	 	Stephen E. King
	Title:	 	President and Chief Executive Officer
	
	TODAY’S WOMENCARE (UK) LTD
		
	By:	 	/s/ Stephen E. King
	Name:	 	Stephen E. King
	Title:	 	Director
	
	 Contact information for the above subsidiaries: Synova Healthcare Group, Inc.
 1400 N. Providence Road, Suite 6010
 Media, PA 19063
 Fax : (610) 565-7081
 Attention: Stephen E. King,
CEO











			
	AGREED AND ACCEPTED:
	
	PURCHASERS
	
	SF Capital Partners Ltd.
		
	By:	 	/s/ Michael A. Roth
	Name:	 	Stark Offshore Management LLC
		 	Its Investment Management
		 	By: Michael A. Roth
	Title:	 	       Managing Member

 [Supplement No. 1 to the Guarantee Agreement] 








			
	AGREED AND ACCEPTED:
	
	PURCHASERS (PLAINFIELD DIRECT INC.)
		
	By:	 	/s/ Rayan Joshi
	Name:	 	Rayan Joshi
	Title:	 	Authorized Individual

 [Supplement No. 1 to the Guarantee Agreement] 








			
	AGREED AND ACCEPTED:
	
	CASTLERIGG MASTER INVESTMENTS LTD.
	BY: SANDELL ASSET MANAGEMENT CORP.
	PURCHASERS
		
	By:	 	/s/ Timothy O’Brien
	Name:	 	Timothy O’Brien
	Title:	 	Chief Financial Officer

 [Supplement No. 1 to the Guarantee Agreement] 








			
	AGREED AND ACCEPTED:
	
	PURCHASERS
		
	By:	 	/s/ Erwin Speckert
	Name:	 	Erwin Speckert, CFA
	Title:	 	Managing Director

 [Supplement No. 1 to the Guarantee Agreement] 








			
	AGREED AND ACCEPTED:
	
	PURCHASERS
		
	By:	 	/s/ Gabriel Bianchi
	Name:	 	Bianchi G.
	Title:	 	Partner

 [Supplement No. 1 to the Guarantee Agreement] 








			
	AGREED AND ACCEPTED:
	
	PURCHASERS
	
	Galt Industries, Inc.
		
	By:	 	/s/ George T. Votis
	Name:	 	G. T. Votis
	Title:	 	CEO

 [Supplement No. 1 to the Guarantee Agreement] 








			
	AGREED AND ACCEPTED:
	
	PURCHASERS
	
	BUSHIDO CAPITAL MASTER FUND, L.P.
		
	By:	 	/s/ Ronald S. Dagar
	Name:	 	Ronald S. Dagar
	Title:	 	Director

 [Supplement No. 1 to the Guarantee Agreement] 








			
	AGREED AND ACCEPTED:
	
	PURCHASERS
		
	By:	 	/s/ Gene Detroyer
	Name:	 	Gene Detroyer
	Title:	 	 

 [Supplement No. 1 to the Guarantee Agreement] 








			
	AGREED AND ACCEPTED:
	
	PURCHASERS
		
	By:	 	/s/ Robert J. Staab
	Name:	 	Robert J. Staab
	Title:	 	 

 [Supplement No. 1 to the Guarantee Agreement] 








			
	AGREED AND ACCEPTED:
	
	PURCHASERS
		
	By:	 	/s/ Stephen King
	Name:	 	Stephen King
	Title:	 	CEO

 [Supplement No. 1 to the Guarantee Agreement] 








			
	AGREED AND ACCEPTED:
	
	PURCHASERS
		
	By:	 	/s/ David Harrison
	Name:	 	David Harrison
	Title:	 	 

 [Supplement No. 1 to the Guarantee Agreement] 








			
	AGREED AND ACCEPTED:
	
	PURCHASERS
		
	By:	 	/s/ Robert L. Edwards
	Name:	 	Robert L. Edwards
	Title:	 	 

 [Supplement No. 1 to the Guarantee Agreement] 








			
	AGREED AND ACCEPTED:
	
	PURCHASERS
		
	By:	 	/s/ Ron Spangler
	Name:	 	Ron Spangler
	Title:	 	Chief Scientific Officer

 [Supplement No. 1 to the Guarantee Agreement] 








			
	AGREED AND ACCEPTED:
	
	PURCHASERS
		
	By:	 	/s/ John Suender
	Name:	 	John Suender
	Title:	 	 

 [Supplement No. 1 to the Guarantee Agreement] 








			
	AGREED AND ACCEPTED:
	
	PURCHASERS
		
	By:	 	/s/ Patricia Campbell
	Name:	 	Patricia Campbell
	Title:	 	 

 [Supplement No. 1 to the Guarantee Agreement] 








			
	AGREED AND ACCEPTED:
	
	PURCHASERS
		
	By:	 	/s/ Mark S. Bricker
	Name:	 	Mark S. Bricker
	Title:	 	 

 [Supplement No. 1 to the Guarantee Agreement] 








			
	AGREED AND ACCEPTED:
	
	PURCHASERS
	
	 PIERCE DIVERSIFIED STRATEGY
 MANAGEMENT FUND, LLC SERIES BUS

		
	By:	 	/s/ Ronald S. Dagar
	Name:	 	Ronald S. Dagar
	Title:	 	Attorney in Fact

 [Supplement No. 1 to the Guarantee Agreement]