THIS CONSULTING AGREEMENT (this “Agreement”) is made and entered into as of January 1, 2007 (the “Effective Date”), by and between MODIGENE INC., a Delaware corporation (the “Company”) and Dr. Abraham Havron (the “Consultant”) operating through his privately owned company Operon Consultants, Ltd. (“Operon”) through which the Consultant services to the Company will be rendered.

(a) The Company offers to engage the Consultant and the Consultant hereby accepts such engagement, to provide services to the Company as a consultant for the period established under this Section 1 (the “Period of Engagement”). The Period of Engagement commences on the Effective Date, and shall end on the date that is 12 months after the Effective Date. The Period of Engagement may be extended for subsequent 12-month periods upon the written agreement of the Consultant and the Company.

(a) Serving in the capacity as the Chief Executive Officer of the Company and, together with the President of the Company, supervising and controlling all of the business, affairs and operations of the Company, subject to the direction and control of the Board of Directors of the Company;

3. Compensation. In consideration for any services to be provided under Section 2, the Company shall pay to the Consultant an annual consulting fee of Eighty Thousand U.S. Dollars ($140,000.00) plus V.A.T (if applicable); payable in equal monthly installments on the first of each month upon providing the Company with an invoice. Payments will be in Israeli Shekels (IS) according to the official IS-US$ exchange rate as published by the Bank of Israel on the date of payment in (www.bankisrael.gov.il). Consultant shall be eligible to receive an annual cash bonus up 25% of the annual consulting fee, as determined by the Board, payable within 30 days after the end of the fiscal year of Employer, which shall be based upon performance criteria established by the Board.

4. Expenses. If in connection with the performance of services hereunder at the request of the Company, the Consultant incurs reasonable out-of-pocket costs for expenses for travel, meals and lodging or other reasonable expenses of a type for which other providers of professional services to the Company would be reimbursed by the Company, the Consultant shall be entitled to reimbursement therefor by the Company in accordance with the reasonable standards and procedures established by the Company and communicated to the Consultant.

5. Termination of Agreement. This Agreement and the Period of Engagement established hereunder shall terminate immediately upon the occurrence of any of the following events: (i) the Consultant’s death; (ii) the Consultant’s material breach of the Consultant’s obligations under Section 2 and subsequent failure to substantially cure such breach after notice of such breach; (iii) the Consultant’s voluntary termination of this Agreement for any reason, upon thirty (30) days written notice to the Company; or (iv) in the event of no material breach of the Consultant’s obligations under Section 2 and subsequent failure to cure the same, the Company’s voluntary termination of this Agreement for any reason, upon thirty (30) days written notice to the Consultant. In the event of a termination of this Agreement in accordance with clause (iv) of the previous sentence, the Company shall pay to the Consultant a lump sum equal $40,000. Following the termination of this Agreement, the Company shall have no further obligations hereunder, except as specified in the prior sentence. The provisions of Sections 6, 7, 16 and 17 shall survive the termination of this Agreement.

6. Nonsolicitation. In consideration of the compensation to be paid to the Consultant pursuant to Section 3, the Consultant hereby covenants and agrees that for a period of twelve (12) months following the termination of this Agreement for any reason, the Consultant will not directly or indirectly (including, without limitation, any action by any corporation, partnership or other entity for which the Consultant acts as officer, employer, or consultant or in which the Consultant directly or indirectly holds a shareholder or other ownership position greater than five percent (5%)) offer employment to, hire, engage or assist another in offering employment to, hiring or engaging (without regard to whether it would be in competition with the Company’s business) a person who is or was an employee or who performed similar services of or for the Company at any time during the then preceding twelve (12) month period or undertake any business with or solicit the business of any person, firm or company who shall have been a customer of the Company during the then preceding twelve (12) month period, in any such case without the prior written consent of the Company.

7. Confidential Information. The Consultant shall maintain Confidential Information (as defined below) in strict confidence and secrecy and shall not at any time, directly or indirectly, use, publish, make lists of, communicate, divulge or disclose to any person or business entity or use for any purpose any Confidential Information or assist any third parties in doing so, except on behalf of and for the benefit of the Company. The Consultant agrees, upon demand by the Company, to promptly return all Confidential Information (including any copies, extracts thereof or materials reflecting any such information) which is in the Consultant’s possession.

For purposes of this Agreement, “Confidential Information” shall include, but not be limited to, materials, records, data or trade secrets regarding the assets, condition, business, financial information, business affairs, business matters or other matters related to the Company and to its direct and indirect subsidiaries and affiliates which the Consultant has knowledge of as a result of the Consultant’s services for the Company. Confidential Information shall not include information that becomes generally available to the public other than as a result of disclosure by the Consultant. Nothing in this Agreement modifies or reduces the Consultant’s obligations to comply with applicable laws related to trade secrets, confidential information or unfair competition.

8. No Employment Relationship Created. The relationship between the Company and the Consultant shall be that of client and independent contractor. The Company shall not assume, and specifically disclaims, any obligations of an employer to an employee which may exist under applicable law. The Consultant shall be treated as an independent contractor for all purposes of federal, state and local income taxes and payroll taxes and the Company shall report on the appropriate IRS Form 1099 all compensation paid to the Consultant. The Consultant shall be responsible for payment of all taxes, including federal, state and local taxes, arising out of the Consultant’s activities in accordance with this Agreement, including by way of illustration, but not limitation, federal and state personal income tax and social security tax, all as may be required by applicable law or regulation. The Consultant shall have the full authority to select the means, manner and method of performing the services to be performed under this Agreement. The Consultant shall not be considered by reason of the provisions of this Agreement or otherwise as being an employee of the Company. The Consultant shall not be eligible to participate in any employee benefit plans offered by the Company or any of its subsidiaries to their respective employees.

9. Successors and Assigns. This Agreement will inure to the benefit of and be binding upon the Consultant, the Consultant’s legal representatives and testate or intestate distributees, and the Company, and its successors and assigns, including, in the case of the Company, any successor by merger or consolidation or a statutory receiver or any other person or firm or corporation to which all or substantially all of the respective assets and business of the Company may be sold or otherwise transferred. The Consultant may not assign any of his rights under this Agreement without the prior written consent of the Company. Except as expressly provided herein, nothing in this Agreement shall be construed to give any person other than the parties to this Agreement any legal or equitable right, remedy or claim under or with respect to this Agreement or any provision of this Agreement.

10. Waiver. The rights and remedies of the parties to this Agreement are cumulative and not alternative. Neither the failure nor any delay by any party in exercising any right, power or privilege under this Agreement or the documents referred to in this Agreement will operate as a waiver of such right, power or privilege, and no single or partial exercise of any such right, power or privilege will preclude any other or further exercise of such right, power or privilege or the exercise of any other right, power or privilege.

12. Notices. All notices and other communications under this Agreement must be in writing and will be deemed to have been duly given if delivered by hand or by nationally recognized overnight delivery service (receipt requested) or mailed by certified mail (return receipt requested) with first class postage prepaid:

or to such other person or place as either party shall furnish to the other in writing. Except as otherwise provided herein, all such notices and other communications shall be effective: (x) if delivered by hand, when delivered; (y) if mailed in the manner provided in this Section, five (5) business days after deposit with the United States Postal Service; or (z) if delivered by overnight express delivery service, on the next business day after deposit with such service.

13. Entire Agreement. This Agreement and any documents executed by the parties pursuant to this Agreement and referred to herein constitute a complete and exclusive statement of the entire understanding and agreement of the parties hereto with respect to their subject matter and supersede all other prior agreements and understandings, written or oral, relating to such subject matter between the parties.

14. Severability. Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be prohibited by or invalid under applicable law, such provision will be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Agreement. Without limiting the generality of the foregoing, if the scope of any provision contained in this Agreement is too broad to permit enforcement to its full extent, but may be made enforceable by limitations thereon, such provision shall be enforced to the maximum extent permitted by law, and the Consultant hereby agrees that such scope may be judicially modified accordingly.

16. Termination of Prior Agreements. The parties agree that as of the Effective Date the Consulting Agreement dated December 15, 2006 between the Consultant, Operon and Modigene shall terminate and no party shall have any rights, liabilities or obligations thereunder, except that sections 6,7, 8, and 16 of such agreement shall survive such termination.


OPERON CONSULTANTS, LTD.

By:
Its:

Dr. Abraham Havron