0001144204-08-040719 Sample Contracts

SECOND AMENDMENT TO CONSULTING AGREEMENT
Consulting Agreement • July 18th, 2008 • Modigene Inc. • Pharmaceutical preparations

This Second 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 Avri Havron (“Executive”), and amends that certain Consulting Agreement, dated January 1, 2007, between Modigene Inc., a Delaware corporation (“Modigene DE”), and Executive, as amended by that certain First Amendment to Consulting Agreement, dated February 29, 2008 between Employer and Executive (the “First Amendment”) (as amended, restated, supplemented or modified from time to time, the “2007 Agreement”).

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FIRST AMENDMENT TO CONSULTING AGREEMENT
Consulting Agreement • July 18th, 2008 • Modigene Inc. • Pharmaceutical preparations

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”).

THIRD AMENDMENT TO EMPLOYMENT AGREEMENT
Employment Agreement • July 18th, 2008 • Modigene Inc. • Pharmaceutical preparations

This Third Amendment to Employment Agreement (this “Amendment”) is made as of this 17 day of July, 2008 by and between MODIGENE INC., a Nevada corporation (“Employer”), and SHAI NOVIK (“Executive”), and amends that certain Employment Agreement, dated December 14, 2005, between Modigene Inc., a Delaware corporation (“Modigene DE”), and Executive, as amended by that certain First Amendment to Employment Agreement, dated July 27, 2006 between Modigene DE and Executive (the “First Amendment”), and as amended by that certain Second Amendment to Employment Agreement, dated February 29, 2008 between Modigene Inc. and Executive (the “Second Amendment”) (as amended, restated, supplemented or modified from time to time, including pursuant to the First Amendment, the “2005 Agreement”).

SECOND AMENDMENT TO EMPLOYMENT AGREEMENT
Employment Agreement • July 18th, 2008 • Modigene Inc. • Pharmaceutical preparations

This Second Amendment to Employment Agreement (this “Amendment”) is made as of this 17 day of July, 2008 by and between MODIGENETECH LTD., an Israeli corporation (“Employer”), and EYAL FIMA (“Executive”), and amends certain Employment Agreement, dated December 14, 2005, between Employer and Executive, as amended by that certain First Amendment to Employment Agreement, dated February 29, 2008 between Employer and Executive (the “First Amendment”) (as amended, restated, supplemented or modified from time to time, including pursuant to the First Amendment, the “2005 Agreement”).

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