RenovoRx (RNXT) S-1IPO registration

Exhibit 10.5

Dec. 13, 2020

Paul Manners

943 Aquarius Way

Oakland, CA 94611

Dear Paul:

As discussed, we have agreed to modify your July 9, 2019 Consulting Agreement as follows:

Effective December 1, 2020, please change the compensation from $50 per hour to $150 per hour up to 30 hours per month. Consultant may not exceed 30 hours in a calendar month without prior written (email) approval from the CEO.

Please sign this letter to indicate your agreement with these amendments.

Yours,

Shaun R. Bagai, CEO

Acknowledged and Agreed by