AMENDMENT NO. 1 TO REVENUE SHARING DISTRIBUTION AGREEMENT

Exhibit 10.5

AMENDMENT NO. 1
TO
REVENUE SHARING DISTRIBUTION AGREEMENT

     This Amendment No. 1 (the “Amendment”) to the Revenue Sharing Distribution Agreement is entered into by and among Oculus Innovative Sciences, Inc., a Delaware corporation (“Oculus”), and VetCure, Inc., a California company (“VetCure”, and together with Seller, the “Parties”) as of February 24, 2009, by and among the Parties.

RECITALS

     A. Oculus and VetCure previously entered into that certain Revenue Sharing Distribution Agreement effective January 26, 2009 (“RSDA”). Hereinafter, the Revenue Sharing Distribution Agreement will be known as the Revenue Sharing, Partnership and Distribution Agreement.

     B. The parties wish to modify certain terms of the Agreement on the terms and subject to the conditions set forth in this Amendment.

     NOW, THEREFORE, in consideration of the mutual covenants, agreements and representations contained in this Amendment and the RSDA, the parties hereto agree as follows: