Distribution Agreement and Share Purchase Agreement

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                                                                   Exhibit 10.21
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                               November 13, 2005

BioPad Ltd.
6b Tfutzot Israel st. Korazin Industrial Zone
Givaiaim Israel
Attention: Henoch Kaftzan, CEO


         Re:   Share Purchase Agreement between Synova Pre-Natal Healthcare, Inc.
              ("Synova") and BioPad Ltd. ("BioPad").


Dear Hanoch:

         Reference is made to both the Distribution Agreement ("Distribution
Agreement") and Share Purchase Agreement (the "Purchase Agreement") as each was
entered into between Synova and BioPad. Collectively, the Distribution Agreement
the Share Purchase Agreement shall be referred to herein as the "Agreement"; and
unless otherwise defined, capitalized terms used herein shall have the meaning
set forth in the Agreement.

         Intending to be legally bound hereby, Synova and BioPad hereby agree as
follows:

                  (a) Synova License Terms. The requirement in the Distribution
Agreement for the parties hereto to agree to the Synova License Terms shall be
extended to November 29, 2005.

                  (b) Amendment to Section 2.1.2 of t