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Exhibit 10.3

**AMENDED AND RESTATED AQUAMER,  INC.****PATENT LICENSE AGREEMENT**

THIS PATENT  LICENSE AGREEMENT (the "Agreement"), effective as of March 31, 2006 (the  "Effective Date"), is entered into by and between Partners in Biomaterials,  Inc., a California corporation, with principal offices at 466 West Arrow  Highway, Suite H, San Dimas, California, 91773 ("Partners in Biomaterials") and  Aquamer, Inc., a Delaware corporation, with principal offices at 237 Cedar Hill  Street, Ste 4, Marlborough, MA 01752.  Aquamer, Inc. and Partners in  Biomaterials either individually or in the collective may be hereinafter  referred to as a "Party" or the "Parties."  

WHEREAS, Partners in Biomaterials is  the sole and exclusive owner of certain intellectual property rights, including  patent rights in chemical compounds relating  to a polymer hydrogel formulation based on a copolymer of three chemicals; i)  polyvinylpyrrolidinone (PVP), ii) a derivative of PVP, and iii) an acrylic for  the use in dermatological applications; and

WHEREAS, Aquamer, Inc.  desires to  continue and expand its licenses from****Partners in Biomaterials relating  to such device in the fields of dermatology, urology, and gastroenterology,   including patent rights therefore, and Partners in Biomaterials desires to continue and expand such licenses to Aquamer,  Inc., on the terms and conditions herein; and

WHEREAS, the Parties have entered  into a Patent License Agreement as of October 14, 1999, as amended on  March 6,  2002, all of which the Parties desire to replace and supercede in their  entirety with this Agreement; and

NOW, THEREFORE, Partners in  Biomaterials and Aquamer, Inc.  agree as follows:

**1.    DEFINITIONS**

1.1      "Affiliate" means  any corporation or other entity, which directly controls or is controlled by Aquamer, Inc.  For the purpose of  this Agreement, "control" shall mean the direct ownership of at least *50%*of  the outstanding voting shares or other voting rights of the subject entity to  elect directors.

1.2      "Licensed Product"  means any product or material distributed solely for use in the field of  dermatology for application in the epidermis, dermis, or subcutaneous fatty  tissue, urology, and gastroenterology the manufacture, use or sale of which by  an unlicensed third party would constitute an infringement of a Valid Claim if  such claim is or were to be included in an issued patent.

1.3      "Net Sales" means  the gross revenues actually received by Aquamer, Inc. and its Affiliates and  Sublicensees from sales of Licensed Products, less (i) normal and customary  rebates, and cash and trade discounts, (ii) sales, use, value added, excise and  other taxes, tariffs or duties actually paid, (iii) insurance costs and  outbound transportation charges prepaid or allowed,. (iv) import and/or export  duties actually paid, and (v) amounts allowed or credited due to returns.

1.4         "Patent Rights" means all rights in U.S.  patents 5,116,371 and 5,713,960 owned by Partners in Biomaterials and all  divisions, continuations, continuations-in-part, and substitutions thereof, all  foreign patent applications corresponding to these patents; and all U.S. and  foreign patents issuing on any of the preceding, including extensions,  reissues, and re-examinations.

1.5*"*Valid  Claim" means (i) a claim in a patent  application within the Patent Rights, or (ii)a claim  in an issued and unexpired patent included  within the Patent Rights which has not been held unenforceable or invalid by a  court or other governmental agency of competent jurisdiction, and which has not  been admitted to be invalid or unenforceable through reissue, disclaimer or  otherwise.

**2.****GRANTS**

2.1      License/Grant. Partners in Biomaterials hereby grants to Aquamer, Inc.  an exclusive, world wide, royalty-bearing license of the Patent Rights, with  the right to grant and authorize sublicenses,  to develop, make, have made, use, sell and otherwise distribute and exploit the  Licensed Products.

2.2      No  Implied Licenses. Nothing herein shall be construed as granting Aquamer,  Inc., by implication, estoppel or otherwise, any license or other right under  any patent or other intellectual property right of Partners in Biomaterials,  except for the licenses expressly granted in Section 2.1.

2.3      Ownership.  Aquamer, Inc. acknowledges and agrees that Partners in Biomaterials is and  shall remain the sole and exclusive owner of the Patent Rights and that  Aquamer, Inc. acquires no rights in or to any of the foregoing, other than the  license rights specifically granted in Section 2.1.

**3. ROYALTIES  AND OTHER CONSIDERATION**

3.1      Royalties.  In consideration of the license granted to Aquamer, Inc., Aquamer, Inc. shall  pay to Partners in Biomaterials a royalty equal to Five percent (5%) of Net  Sales of any Licensed Products manufactured or sold by Aquamer, Inc., its  Affiliates, or its sublicensees.

3.2      Prior to selling any  Licensed Product in combination with another product whose use and sale are not  covered by a Valid Claim, Aquamer, Inc. shall notify Partners in Biomaterials  and the parties shall discuss the proposed sale of such a combination product.  In the event that a Licensed Product is sold in combination as a single product  with another product whose sale and use are not covered by a Valid Claim in the  country for which the combination product is sold, Net Sales from such sales  for purposes of calculating the amounts due under Section 3.1 above shall be  calculated by multiplying the Net Sales of that combination by the fraction  A/(A + B), where A is the gross selling price of the Licensed Product sold  separately and B is the gross selling price of the other product sold  separately. In the event that no such separate sales are made by Aquamer, Inc.,  Net Sales for royalty determination shall be as reasonably allocated by  Aquamer, Inc. between such Licensed Product and such other product, based upon  their relative direct cost.

3.3      When all Valid Claims have  expired, Aquamer, Inc., in consideration of the confidential information and  know-how of Partners in Biomaterials shall pay to Partners in Biomaterials a  royalty equal to two percent (2%) of Net Sales of any Licensed Products  manufactured or sold by Aquamer, Inc., its affiliates or its sublicensees.   This payment shall then replace the Royalty is section 3.1 of this agreement.

3.4      Royalty  Term. Royalties due under this Article 3 shall be payable on a country-by-country and Licensed Product-by-Licensed Product basis until the expiration of the last-to-expire Valid Claim covering such Licensed Product in such country.

3.5     Aquamer, Inc. further agrees  to issue to Partners in Biomaterials 100,000 of  shares of common stock in  Bellacasa Productions, Inc. within sixty (60) days of signing this agreement.  

**4. PAYMENTS**

4.1      Payments. Aquamer,  Inc. agrees to pay all royalties due hereunder to Partners in Biomaterials  within sixty (60) days after the last day of the calendar quarter in which they  accrue.

4.2      Currency: ForeignPayments. All  royalty payments due hereunder shall be paid in United States dollars. If any  currency conversion shall be required in connection with the payment of any  royalties hereunder, such conversion shall be made by using the exchange rate  for the purchase of U.S. dollars reported by the Bank of America (or its  successor) on the last business day of the calendar quarter to which such  royalty payments related. 

4.3      Any income or other tax that must be withheld by  applicable law on behalf of Partners in  Biomaterials with respect to the royalties owed pursuant to this Agreement  shall be deducted by Aquamer, Inc. from the royalties prior to remittance. Upon  request by Partners in Biomaterials, Aquamer, Inc. shall furnish to Partners in  Biomaterials evidence of any such taxes withheld.

4.4      Payments more than thirty (30) days overdue will be subject to a service charge  of one percent (1%) per month or the maximum allowable by law, whichever is  less.

**5*.*REPORTS AND  RECORDS**

5.1      Royalty Reports.  Aquamer, Inc. shall deliver to Partners in Biomaterials, within thirty (30)  days after the end of each calendar quarter in which Licensed Products are  sold, a report setting forth in reasonable detail the calculation of the  royalties payable to Partners in Biomaterials for such calendar quarter,  including the Licensed Products sold in each country, the Net Sales thereof  by  Aquamer, Inc., its Affiliates, and its licensees and taxes withheld pursuant to  paragraph 4.3. Such reports shall be Aquamer, Inc. Confidential Information  pursuant to Article 7 herein.

5.2      Inspection  ofBooks and Records. Aquamer, Inc. and its sublicensees shall  maintain accurate books and records which enable the calculation of royalties  payable hereunder to be verified. Aquamer, Inc. and its sublicensees shall  retain the books and records for each quarterly period for three (3) years  after the submission of the corresponding report under Section *5.1*hereof.  Upon thirty (30) days prior notice to Aquamer, Inc., independent certified  public accountants selected by Partners in Biomaterials may have access to  Aquamer, Inc.’s, its Affiliates’, and its sublicensees’ books and records to  conduct a review or audit once per calendar year during the term of the  Agreement, at Partners in Biomaterials’ expense, for the sole purpose of  verifying the accuracy of Aquamer, Inc.’s payments and compliance with this  Agreement. The accounting firm shall report to Partners in Biomaterials only  whether there has been a royalty underpayment and, if so, the amount thereof.  If Aquamer, Inc. has underpaid Partners in Biomaterials by more than five  percent *(5%)*in any year, then the expense of such review or audit shall  be borne by Aquamer, Inc. Such access shall be permitted during Aquamer, Inc.’s  normal business hours during the term of this Agreement and for two (2) years  after the expiration or termination of this Agreement.

**6*.*DILIGENCE**

6.1      Aquamer, Inc. agrees to use reasonable efforts to diligently develop and  commercialize the Patent Rights, consistent with its prudent business judgment;  provided, however, Partners in Biomaterials may terminate this Agreement if  Aquamer, Inc., its  and Affiliates and sublicensees have not invoiced aggregate  gross sales of at least Five Million Dollars ($5,000,000) of Licensed Products  in the period from the date of approval to market the Licensed Products in the  U.S. until the third anniversary of such date, or in any subsequent period of  three (3) consecutive years.  Aquamer, Inc. shall notify Partners in  Biomaterials within thirty (30) days after the first commercial sale of any  Licensed Product.

6.2      Pursuant to to Section 3.10 of the Amended and Restated Aquamer, Inc. Product  Supply Agreement, Aquamer, Inc. further agrees to purchase from Partners in  Biomaterials Fifty Thousand Dollars ($50,000) worth of Licensed Products in  each calendar year.

**7. CONFIDENTIALITY**

7.1      General. Partners in  Biomaterials and Aquamer, Inc. shall each hold in confidence and not disclose  to any third party during the term of this Agreement and for a period of five  (5) years thereafter, unless authorized in  advance in writing any product, technical, manufacturing, process, marketing,  financial, business or other intonation, ideas, or know-how delivered by the  other party and identified in writing as confidential or oral information  disclosed by one party to another pursuant to this Agreement, provided that  such information is designated as confidential at the time of disclosure and  within thirty (30) days after its oral disclosure is reduced to a written  summary by the disclosing party, which summary is marked in a manner to  indicate its confidential nature and delivered to the receiving party  (collectively "Confidential Information").

7.2       Each party agrees that it  will not use any Confidential Information received from the other except for  the purposes of this Agreement.

7.3      Each party shall  immediately advise the disclosing party of any disclosure, loss or use of  Confidential Information in violation of this Agreement.

7.4      Protection  of Confidential Information. Each party shall implement reasonable  procedures to prohibit the disclosure, unauthorized duplication, use or removal  of such Confidential Information and shall not disclose Confidential  Information received from the disclosing party to any third party except its  Affiliates and sublicensees, and then only as  may be necessary and required in connection with the rights and obligations of  such party under this Agreement, and subject to confidentiality obligations at  least as protective as those set forth herein. Without limiting the foregoing,  each of the parties shall use at least the same procedures and degree of care  which it uses to prevent the disclosure of its own proprietary information to  prevent the disclosure of Confidential Information.

7.5      Public Disclosures.  Each party shall provide to the other party copies of any proposed publication  or abstract reporting on the Patent Rights prior to submission of such  documents. Proposed publications shall be supplied at least sixty (60) days in  advance of submission to a journal, editor or other third party, and proposed  abstracts at least thirty (30) days prior to such submission in either case  unless such submission is not reasonably practicable and disclosure is required  by law or regulation, in which case, as soon as reasonably possible.  In  addition, the topic and contents of any proposed oral disclosures regarding the  Patent Rights which will be made to third persons by either party shall be  disclosed in writing to the other party at least thirty days prior to any  proposed oral presentation. The other party shall have thirty (30) days after  receipt of such proposed publications and disclosures to review them. At either  party’s request, the other party will delay submitting abstracts or manuscripts  or making public presentations for up to thirty (30) days to allow for the  filing of patent applications. Each party agrees that it will honor the other  party’s reasonable requests to remove or modify the Confidential Information  included in any such proposed public disclosure.

7.6      Exceptions.  Notwithstanding the above, Confidential Information shall not include  information which: (i) was generally known and available in the public domain  at the time it was disclosed, or becomes generally known and available in the  public domain through no fault of the receiving party; (ii) was known to the  receiving party at the time of disclosure, as shown by written records; (iii)  is disclosed with the prior written approval of the disclosing party; (iv) was  independently developed by the receiving party without the use of or reliance  on any Confidential Information, as shown by written records prepared  contemporaneously with such independent development; (v) becomes known to the  receiving party from a third party without any obligation of confidentiality to  the disclosing party; (vi) is disclosed pursuant to the order or requirement of  a court, administrative agency, or other governmental body; provided, that the  receiver shall provide reasonable advance notice thereof to enable the owner to  seek a protective order or otherwise prevent such disclosure; or (vii) is  disclosed to attorneys, accountants or other advisors to such Party, or banks,  or another financing source (or their advisors) or in connection with a merger,  acquisition or securities offering, subject to a non-disclosure agreement.

**8. REPRESENTATIONS  AND WARRANTIES**

8.1      Partners in Biomaterials.  Partners in Biomaterials represents and warrants that:

(i) it is the sole and exclusive  owner of all right title and interest in the Patent Rights in the field of  dermatology, urology and gastroenterology; (ii) such Patent Rights are free and  clear of any lien, encumbrance, security interest and restriction on license;  (iii) Partners in Biomaterials will not grant during the term of this  Agreement, and has not granted which is still in effect, any right, license or  interest in and to the Patent Rights, or any portion thereof, in the fields of  dermatology, urology,  and, gastroenterology inconsistent with the license  granted to Aquamer, Inc. herein; (iv) there are no actions, suits,  investigations, claims or proceedings pending or threatened in any way relating  to the Patent Rights in the fields of dermatology, urology, and   gastroenterology, (v) it is a corporation duly organized, validly existing, and  in good standing under the laws of the State of California; (vi) the execution,  delivery and performance of this Agreement have been duly authorized by all  necessary corporate action on the part of Partners in Biomaterials; and (vii)  Partners in Biomaterials is not aware of any third party whose products or  activities may infringe on any of the Patent Rights.

8.2      Aquamer, Inc. Aquamer, Inc. represents and warrants that: (i) it is a corporation duly  organized, validly existing, and in good standing under the laws of the State  of Delaware (ii) the execution, delivery and performance of this Agreement  has  been duly authorized by all necessary corporate action on the part of Aquamer,  Inc.; and (iii) it is financially capable and will diligently pursue bringing  Licensed Products to market during the term of this Agreement.

8.3      Each signator to this Agreement  personally warrants that he or she is authorized by his or her respective party  to execute this Agreement.

8.4      Partners in Biomaterials makes  no warranties whatsoever that the Licensed Products can be safely and  effectively used in any particular application.  

8.5      Effect of  Representations and Warranties. It is understood that if the  representations and warranties made by a party under this Article 8 are not  true and accurate, and the other party incurs damages, liabilities, costs or  other expenses as a result of such falsity, the party making such  representations and warranties shall indemnify and hold the other party  harmless from and against any such damages, liabilities, costs or other  expenses incurred as a result of such falsity (including, without limitation,  reasonable attorney’s fees and expenses).

**9. PATENT PROSECUTION AND  ENFORCEMENT**

9.1      Prosecution.  Each party shall have the sole right to control the filing, prosecution, and  maintenance of its own patents.

9.2      ReimbursementofPatentExpenses. During the term of the Agreement, each party  shall be responsible for costs and expenses incurred in the filing,  prosecution, and maintenance of the patents owned by that party.  In the event  that Aquamer, Inc. requests additional U.S. or  the international filing of a  patent owned by Partners In Biomaterials, Aquamer, Inc. agrees to pay the costs  and expenses incurred.

9.3      Enforcement. If  either party hereto becomes aware that any Patent Rights in the   in the fields  of dermatology, urology, and gastroenterology are being or have been infringed  by any third party, or become involved in a declaratory judgment action,  interference or opposition, such party shall promptly notify the other party  hereto in writing describing the facts relating thereto in reasonable detail.  Aquamer, Inc. shall have the initial right, but not the obligation, to  institute, prosecute and control any action, suit or proceeding (an "Action")  with respect to such Action, including any declaratory judgment action, at its  expense, using counsel of its choice. Partners in Biomaterials shall have the  right to participate in any such Action, at its own expense, using counsel of  its choice. Any amounts recovered from third parties in any such Action shall  be used first to reimburse Partners in Biomaterials and Aquamer, Inc. for their  costs associated with such Action (including attorneys’ and expert fees) and  any remainder treated as Net Sales hereunder. The Parties shall cooperate reasonably with each other in connection with any such Action.

**10. ARBITRATION**

If a dispute arises between the  parties relating to the interpretation or performances of this Agreement or the  grounds for the termination thereof, representatives of the parties with  decision-making authority shall meet to attempt in good faith to negotiate a  resolution of the dispute prior to pursuing other available remedies.  Such  meeting shall occur within twenty (20) days of a party requesting such meeting.  Partners in Biomaterials and Aquamer, Inc. agree  that any dispute or controversy between the parties hereto arising out of, in  relation to, or in connection with this Agreement, or the validity,  enforceability, construction, performance or breach thereof, shall be finally  settled by binding arbitration in Los Angeles, California, United States of  America, under the then-current Licensing Agreement Rules of the American  Arbitration Association by one (1) arbitrator appointed in accordance with such  Rules. The rules of discovery determined by the arbitrator shall apply thereto.  The parties agree that judgment upon the decision and/or award rendered by the  decision may be entered in any court of competent jurisdiction. The parties  agree that, any provision of applicable law notwithstanding, they will not  request, and the arbitrator shall have no authority to award, punitive or  exemplary damages against any party. The costs of the arbitration, including  administrative fees and fees of the arbitrator, shall be shared equally by the  parties. Each party shall bear the cost of its own attorneys’ fees and expert  fees.

**11.  TERM AND TERMINATION**

11.1      Term.  This Agreement shall remain in perpetuity or  until this Agreement is otherwise terminated as provided by this Agreement.

11.2      Termination  for Cause. If either party materially breaches this Agreement, the other  party may elect to give the breaching party written notice describing the  alleged breach. If the breaching party has not cured such breach within sixty  (60) days after receipt of such notice, the notifying party will be entitled,  in addition to any other rights it may have under this Agreement, to terminate  this Agreement effective immediately.

11.3      Termination  for Insolvency. Either party may terminate this Agreement if the other  becomes the subject of a voluntary or involuntary petition in bankruptcy or any  proceeding relating to insolvency, receivership, liquidation, or composition or  the benefit of creditors, if that petition or proceeding is not dismissed  within sixty (60) days after filing.

11.4      Permissive  Termination. Aquamer, Inc. may terminate this Agreement with respect to any  country or any Patent Right with thirty (30) days written notice to Partners in  Biomaterials.

11.5      Licenses. Upon any expiration or termination of this Agreement, all  rights and licenses granted to Aquamer, Inc. hereunder shall terminate, and,  each party shall return to the other all documents in its possession, or in the  possession of its Affiliates or sublicensees, embodying, evidencing, or derived  from Confidential Information of the other party.  

11.6     Accrued Rights. Termination of this  Agreement shall not release either party from any obligation theretofore  accrued.

11.7      Survival. Articles 4, 5, 7,  8, 10 and 12 (except 12.3) of this Agreement shall survive termination of this  Agreement for any reason.

**12. MISCELLANEOUS**

12.1      Governing  Law. This Agreement shall be governed by and construed in accordance with the  laws of the State of California.

12.2      The  relationship of Partners in Biomaterials and Aquamer, Inc. established by this  Agreement is that of independent contractors. Nothing in this Agreement shall  be construed to create any other relationship between Aquamer, Inc. and  Partners in Biomaterials. Neither party shall have any right, power or  authority to assume, create or incur any expense, liability or obligation,  express or implied, on behalf of the other.

12.3      Further Cooperation.  The parties agree to discuss the development of further improvements to the  Patent Rights  in the fields of dermatology, urology,  and gastroenterology and  cooperate to pursue agreed improvements thereto, including adaptation of the  Licensed Product subject to the terms of such further agreement as the parties  may enter. 

12.4      Assignment. The  parties agree that their rights and obligations under this Agreement may not be  delegated, transferred or assigned to a third party without prior written  consent of the other party hereto. Notwithstanding the foregoing, either party  may transfer or assign its rights and obligations under this Agreement to a  successor to all or substantially all of its business or assets relating to  this Agreement whether by sale, merger, operation of law or otherwise. This  Agreement shall be binding upon and accrue to the benefit of the successors,  heirs and permitted assigns of the parties hereto.

12.5      LIMITATIONOFLIABILITY.  NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY SPECIAL,  CONSEQUENTIAL, INCIDENTAL OR INDIRECT DAMAGES ARISING OUT OF THIS  AGREEMENT, HOWEVER CAUSED, UNDER ANY THEORY OF LIABILITY.

12.6      Right to Develop  Independently. Nothing in this Agreement will impair either party’s right  to independently acquire, license, develop for itself, or have others develop  for it, similar technology performing similar functions as the Patent Rights or  to market and distribute products based on such other technology.

12.7      Any required notices  hereunder shall be given in writing by certified mail or overnight express  delivery service (such as DHL) at the address of each party below, or to such  other address as either party may substitute by written notice. Notice shall be  deemed served when delivered or, if delivery is not accomplished by reason or  some fault of the addressee, when tendered.

If to Partners in Biomaterials:        466  West Arrow                                                     Suite  H                                                              San Dimas, California, 91773

If  to Aquamer, Inc.:                     Aquamer, Inc., Inc.                                                     237 Cedar Hill Street, Ste 4                                                      Marlborough, MA 01752                                                      Att: President  12.8      Confidential Terms. Except as expressly  provided herein, each party agrees not to disclose any terms of this Agreement  to any third party without the consent of the other party, except as required  by securities or other applicable laws, to prospective investors and to such party’s  accountants, attorneys and other professional advisors.

12.9      Force  Majeure. Neither party will be responsible to the other party for  nonperformance or delay in performance of any terms or conditions of this  Agreement due to acts of God, earthquake, fire, acts of government, wars,  riots, strikes, accidents in transportation, or other causes beyond its  reasonable control.

12.10    Compliance  withLaws. Each party shall perform this Agreement in compliance  with all applicable federal, national, state and local laws, rules and  regulations and shall indemnify the other party and its customers for loss or  damage sustained because of such party’s noncompliance with any such law, rule  or regulation. Each party shall furnish to the other party any information requested  or required by that party during the term of this Agreement or any extensions  hereof to enable that party to comply with the requirements of any U.S. or  foreign federal, state and/or government agency.

12.11    Severability. In the event that any provisions of this Agreement are determined to be invalid  or unenforceable by a court of competent jurisdiction, the remainder of the  Agreement shall remain in full force and effect without said provision. The  parties shall in good faith negotiate a substitute clause for any provision  declared invalid or unenforceable, which shall most nearly approximate the  intent of the parties in entering this Agreement.

12.12    Modification:  Waiver. This Agreement may not be altered, amended or modified in any way  except by a writing signed by both parties. The failure of a party to enforce  any provision of the Agreement shall not be construed to be a waiver of the  right of such party to thereafter enforce that provision or any other provision  or right.

12.13    Entire  Agreement. The parties hereto acknowledge that this Agreement and its  Exhibits set forth the entire agreement and understanding of the parties hereto  as to the subject matter hereof, and supersedes all prior discussions,  agreements and writings in respect hereto.

12.14    Counterparts.  This Agreement may be executed in two or more counterparts, each of which shall  be deemed an original and which together shall constitute one instrument.

IN WITNESS WHEREOF, Partners in  Biomaterials and Aquamer, Inc. have executed this Agreement by their respective  duly authorized representatives.

AQUAMER, INC.                                                       PARTNERS  IN BIOMATERIALS, INC

By:             /s/ Edwin A. Reilly                                                By:       /s/ Robert Ainpour                    

Print Name:  Edwin A. Reilly                                                  Print  Name:  Robert Ainpour                  

Title:   President                                                                      By:       /s/ James Christensen                

                                                                                               Print  Name:  James Christensen