SECOND AMENDMENT AGREEMENT TO SHARE PURCHASE AGREEMENT

SECOND AMENDMENT AGREEMENT TO SHARE PURCHASE AGREEMENT

THIS AGREEMENT is dated the 19th day of April, 2010.

 AMONG:

NATAC BIOTECH, S.L., a Spanish corporation having an address at Xxxxx Xxx xx Xxxxxxx, 00000 Xxxxxxxx xxx Xxxxx, Xxxxxx, Xxxxx

(hereinafter called "Natac")

OF THE FIRST PART  

 AND:

XXXXXXX XXXXXXX XXXXXX, an individual having an address at Xxxxx Xxxxxx xx Xxxxx 0x, 00000 Xxxxx, Xxxxx.

(hereinafter called "Xxxxxx")

OF THE SECOND PART  

 AND:

XXXX XXXXXX XXXXXXXX XXXXXXXXX, an individual having an address at Xxxxx Xxxxxx, Xxxxxx 0, 00000, Xxxxxx, Xxxxx.

(hereinafter called "Xxxxxxxxx")

 OF THE THIRD PART  

 AND:

CALECO PHARMA CORP., a Nevada corporation having an address at Suite 410 – 000 Xxxx Xxxxx Xxxxxx, Xxxxxxxx Xxxx Xxxxxxxx, Xxxxxxxxxx, XX 00000.

(hereinafter called "Caleco")

  OF THE FOURTH PART  

 WHEREAS:

A.          Under the terms of a Share Purchase Agreement (the “Share Purchase Agreement”) dated February 10, 2010 among Natac, Caleco, Xxxxxx and Xxxxxxxxx, (together, the “Vendors”), Caleco agreed to purchase from the Vendors an aggregate of 36 shares of the capital stock of Natac held by the Vendors (the “Natac Shares”). In consideration of the Natac Shares, Caleco agreed to issue an aggregate of 4,300,000 shares of its common stock to the Vendors on closing of the Share Purchase Agreement;

B.            On March 19, 2010, Natac and the Vendors entered into an amendment agreement to the Share Purchase Agreement whereby the parties agreed to extend the closing date of the acquisition of the Natac Shares from March 19, 2010 to April 19, 2010 (the “Closing Date”); and

X.              Xxxxx and the Vendors have agreed to further extend the Closing Date to July 19, 2010 in accordance with the terms of this Agreement.

NOW, THEREFORE, in consideration of the premises contained herein and the sum of $10.00 paid by Caleco to Natac, the receipt and sufficiency are hereby acknowledged, Natac and Caleco agree as follows:

1.	Definitions. Except as otherwise set out herein, capitalized terms used in this Agreement shall have the same meaning as specified in the Share Purchase Agreement.
2.	Amendment. Section 7.1 of the Share Purchase Agreement is replaced in its entirety with the following:
	“7.1      The closing of this Agreement shall occur on a date, time and place as mutually agreed to by the parties, but in any event no later than July 19, 2010 (the “Closing Date”).”

3.	No Other Modification. The parties confirm that the terms, covenants and conditions of the Share Purchase Agreement remain unchanged and in full force and effect, except as modified by this Agreement.
4.	Independent Legal Advice. This Agreement has been prepared by X’Xxxxx Law Group PLLC acting solely on behalf of Caleco, and Natac and the Vendors acknowledge that they have been advised to obtain independent legal advice.
5.	Successors and Assigns. Except as otherwise expressly provided herein, the provisions hereof shall inure to the benefit of, and be binding upon, the successors, assigns, heirs, executors and administrators of the parties hereto.
6.	Entire Agreement. This Agreement constitutes the full and entire understanding and agreement between the parties with regard to the subject hereof.
7.	Counterparts. This Agreement may be executed in two or more counterparts, each of which shall constitute an original, but all of which, when taken together, shall constitute but one instrument, and shall become effective when one or more counterparts have been signed by each party hereto and delivered to the other parties.

IN WITNESS WHEREOF, the parties have duly executed and delivered this Agreement as of the date first written above.

NATAC BIOTECH S.L.

/s/ Xxxxxxx Xxxxxxx
_______________________________
By Its Authorized Signatory

SIGNED, SEALED AND DELIVERED
BY XXXXXXX XXXXXXX XXXXXX
in the presence of:

/s/ Xxxx Xxxxxx Xxxxxxxx	/s/ Xxxxxxx Xxxxxxx Xxxxxx
Signature of Witness	XXXXXXX XXXXXXX XXXXXX

Xxxx Xxxxxx Xxxxxxxx                                   
Name

______________________________

SIGNED, SEALED AND DELIVERED
BY XXXX XXXXXX XXXXXXXX XXXXXXXXX
in the presence of:

/s/ Xxxxxxx Xxxxxxx Xxxxxx	/s/ Xxxx Xxxxxx Xxxxxxxx Xxxxxxxxx
Signature of Witness	XXXX XXXXXX XXXXXXXX XXXXXXXXX

Xxxxxxx Xxxxxxx Xxxxxx                           
Name

_______________________________

CALECO PHARMA CORP.

/s/ Xxxx Xxxxxxxx
______________________________
By Its Authorized Signatory

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