FIRST AMENDMENT TO CONSULTING AGREEMENT
Exhibit
10.3
FIRST
AMENDMENT TO CONSULTING AGREEMENT
This
First Amendment to Consulting Agreement (this “Amendment”)
is
made as of this 17 day of July, 2008 by and between MODIGENE INC., a Nevada
corporation (the “Company”),
and
Fuad Fares (“Executive”),
and
amends that certain Consulting Agreement, dated January 1, 2007, between
Modigene Inc., a Delaware corporation (“Modigene
DE”),
and
Executive (as amended, restated, supplemented or modified from time to time,
the
“2007
Agreement”).
RECITALS:
A. On
May
10, 2007, Modigene DE assigned to the Company, and the Company assumed, all
obligations of Modigene DE under the 2005 Agreement and the Company thereby
became the “Company” under the 2005 Agreement.
A. The
parties desire to modify certain provisions of the 2007 Agreement concerning
the
Executive’s compensation.
B. Pursuant
to Section 11 of the 2007 Agreement, the parties desire to enter into this
Amendment.
NOW,
THEREFORE, in consideration of the mutual covenants herein contained and other
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree to the following amendments to the 2007
Agreement:
AGREEMENT:
1. Amendment
to Section 3.
Section
3 of the 2007 Agreement is hereby deleted and replaced with the following
section:
“Compensation. In
consideration for any services to be provided under Section 2,
the
Company shall pay to the Consultant a monthly consulting fee of Two Thousand
U.S. Dollars ($3,000.00) plus V.A.T (if applicable); payable on the first of
each month upon providing the Company with an invoice. In addition, the Company
shall pay the consultant milestone payments in accordance with the successful
completion of the milestones as determined by the Company, all as detailed
in
Schedule A. Payments will be in Israeli Shekels (IS) according to IS-US$
exchange rate of 3.86 IS/US$.”
2. Effectiveness.
The
amendments to the 2007 Agreement contemplated by this Amendment shall be deemed
effective immediately upon the full execution of this Amendment, without any
further action required by the parties hereto.
3. The
Agreement.
All
references in the 2007 Agreement to the term “Agreement” shall be deemed to
refer to the 2007 Agreement referenced in, and as amended by, this
Amendment.
4. Amendment
and 2007 Agreement to be Read Together.
This
Amendment amends and is part of the 2007 Agreement, and the 2007 Agreement
and
this Amendment shall henceforth be read together and shall constitute the
Agreement. Except as otherwise set forth herein, the 2007 Agreement shall remain
in full force and effect.
5. Headings.
Headings used in this Amendment are for convenience only and shall not affect
the construction or interpretation of the 2007 Agreement or this
Amendment.
6. Counterparts.
This
Amendment may be executed by facsimile and in one or more counterparts, each
of
which shall be deemed an original, and all of which together shall constitute
one and the same instrument.
[The
Remainder of this Page is Intentionally Left Blank]
2
IN
WITNESS WHEREOF, the undersigned have executed this Amendment as of the day
and
year first written above.
| COMPANY: | CONSULTANT: | ||||||
| MODIGENE INC. | |||||||
| By: | |||||||
|
Name:
|
Fuad
Fares
|
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|
Title:
|
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|
Notice
Address:
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