Exhibit
      10.1


    EMPLOYMENT
      AGREEMENT

     

    THIS
      EMPLOYMENT AGREEMENT
      (this
“Agreement”)
      is
      made and entered into as of August 7, 2007 (the“Effective
      Date”),
      by and
      among MODIGENE
      INC.,
      a
      Nevada corporation (the “Company”),
      and
Robert
      F.
      Mauer
      (the
“Executive”).
      

     

    RECITALS

     

    WHEREAS,
      the
      Company desires the expertise the Executive can provide in connection with
      the
      certain accounting and financial areas; and

     

    WHEREAS,
      the
      Executive desires to be employed by the Company on a part-time basis and the
      Company desires to employ the Executive on a part-time basis, to serve as the
      Company’s Chief Financial Officer, all upon the terms and conditions hereinafter
      set forth; and

     

    NOW,
      THEREFORE,
      in
      consideration of the mutual covenants contained herein and other good and
      valuable consideration, the receipt and sufficiency of which are hereby
      acknowledged, the parties hereby agree as follows:

     

    AGREEMENTS

     

    1.  
Employment
      and Term.

     

    (a)  The
      Company hereby agrees to employ the Executive and the Executive hereby accepts
      such employment upon the terms and subject to the conditions contained in this
      Agreement. Executive’s employment shall commence as of the Effective Date and
      shall continue at will until terminated pursuant to Section 5 hereof (the period
      of such employment, the “Employment
      Period”).

     

    (b)  The
      Company and the Executive acknowledge and agree that the Executive’s employment
      shall at all times be “at will”.

     

    2.  
Services.
      

     

    (a)  The
      Company shall employ the Executive during the Employment Period as its Chief
      Financial Officer, and the Executive shall serve as the Company’s Chief
      Financial Officer on a part-time basis, with such duties and responsibilities
      that are of the type customarily performed by an employee in such position
      as
      shall be established from time to time by the Board of Directors of the Company
      or such other persons as the Board of Directors may from time to time designate
      to expand or limit such duties and responsibilities. Without limiting the
      foregoing, during the Employment Period, the Executive shall provide the
      following services (collectively, the “Services”):
      serving
      as the Company’s designated “Principal Financial Officer,” creating
      and maintaining sound accounting policies and procedures, preparing and signing
      quarterly and annual financial statements, preparing and reviewing certain
      of
      the Company’s quarterly and annual filings with the Securities and Exchange
      Commission (the “SEC”),
      including reviewing such financial statements and filings, as well as the
      Company’s financial and disclosure controls and procedures are in compliance
      with the Sarbanes-Oxley Act of 2002 as promulgated by the SEC. 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    (b)  During
      the Employment Period, the Executive shall report to the Company’s Chief
      Executive Officer and President and shall devote his best efforts to providing
      the Services. The Executive shall perform his duties, responsibilities and
      functions on behalf of the Company and its subsidiaries hereunder to the best
      of
      his abilities in a diligent, trustworthy, professional and efficient manner
      and,
      subject to the provisions of Section 2(c) below, shall comply with the Company’s
      and its subsidiaries’ policies and procedures in all material
      respects.

     

    (c)  The
      Company agrees and acknowledges that during the Employment Period, the Executive
      will be employed by the Company on a part-time basis, and in connection
      therewith, the Company agrees and acknowledges that the Executive will be
      required to perform services that may at times interfere with his ability to
      devote his full business time and attention to the Company and its subsidiaries,
      provided that the Executive shall in all cases devote sufficient time to
      performing the Services are required by Section 2(a).

     

    3.  Compensation. In
      consideration for the Services to be provided under Section ‎2(a),
      the
      Company agrees to pay to the Executive during the Employment Period monthly
      compensation of Three Thousand Six Hundred Sixty Six and 67/100 U.S. Dollars
      ($3,666.67) (each, the “Monthly
      Salary Payment”),
      which
      Monthly Salary Payment shall be payable within thirty (30) days following the
      end of each calendar month following the Executive’s provision of an invoice. In
      the event that, pursuant to Section 5 hereof, the Executive terminates his
      employment or is terminated by the Company prior to the end of a calendar month,
      any Monthly Salary Payment with respect to the month in which such termination
      occurs shall be pro-rated based on the period of time the Executive was employed
      during such calendar month.

     

    4.  Expenses.
      If
      in
      connection with the performance of services hereunder at the request of the
      Company, the Executive incurs reasonable out-of-pocket costs for expenses for
      travel or other reasonable expenses of a type for which other providers of
      professional services to the Company would be reimbursed by the Company, the
      Executive 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 Executive.

     

    5.  Termination
      of Agreement. This
      Agreement is AT
      WILL.
      Accordingly, this Agreement and the Employment Period established hereunder
      shall terminate immediately upon the occurrence of any of the following events:
      (i) the Executive’s material breach of the Executive’s obligations under Section
‎2
      and, if
      such breach is curable, the Executive’s subsequent failure to substantially cure
      such breach after notice of such breach within thirty (30) days; (ii) the
      Executive’s voluntary termination of this Agreement for any reason, upon thirty
      (30) days written notice to the Company; and (iii) in the event of no material
      breach of the Executive’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 Executive. In the event
      of a
      termination of this Agreement in accordance with this Section 5, the Company
      shall have no further obligations hereunder other than with respect to the
      payment of any Monthly Salary Payment and reimburseable expenses to which the
      Executive is entitled through the effective date of such termination. Nothing
      in
      this Agreement shall be construed as conferring upon the Executive any rights
      to
      continue in the employ of the Company after the termination of the Executive’s
      employment pursuant to this Agreement. The provisions of Section 6 shall survive
      the termination of this Agreement.

     

    
      
        
        

      

      
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    6.  Confidential
      Information.
      The
      Executive 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 Executive 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 Executive’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 Executive has
      knowledge of as a result of the Executive’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 Executive.
      Nothing in this Agreement modifies or reduces the Executive’s obligations to
      comply with applicable laws related to trade secrets, confidential information
      or unfair competition.

     

    7.  No
      Other Payments.
      The
      Company shall not be obligated to compensate the Executive in any manner other
      than paying the Executive the Monthly Salary Payment described in Section 3
      above and reimbursing expenses as provided in Section 4 above. Notwithstanding
      anything else contained in this Agreement to the contrary, the Company shall
      have no obligation to compensate the Executive following the termination of
      the
      Employment Period.
      The
      Company shall not be required to provide the Executive with any insurance or
      other benefits generally made available to full time employees of the
      Company.

     

    8.  Federal
      and State Withholding.
      The
      Company shall deduct from the amounts payable to the Executive pursuant to
      this
      Agreement the amount of all required federal, state and local withholding and
      employment taxes.

     

    9.  Successors
      and Assigns.
      This
      Agreement will inure to the benefit of and be binding upon the Executive, the
      Executive’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 Executive 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.

     

    
      
        
        

      

      
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    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.

     

    11.  Modification.
      This
      Agreement may only be amended by a written agreement executed by both
      parties.

     

    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:

     

    (a)  if
      to the
      Company, to:

     

    Modigene
      Inc.

    8000
      Towers Crescent Drive

    Suite
      1300

    Vienna,
      Virginia 22182

    Attention:
      President

    


    with
      a
      copy to:

     

    Gretchen
      Anne Trofa, Esq.

    Barack
      Ferrazzano Kirschbaum & Nagelberg LLP

    200
      W.
      Wacker Street, Suite 3900

    Chicago,
      Illinois 60606

    


    (b)
        if
      to the
      Executive, to:

     

    Robert
      F.
      Mauer

    Windy
      City, Inc.

    8000
      Towers Crescent Drive

    Suite
      1300

    Vienna,
      Virginia 22182

    


     

    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
      (or, if delivery is refused by the recipient, upon such refusal); (y) if
      mailed in the manner provided in this Section, upon confirmed receipt or
      confirmed refusal of the recipient to accept delivery; or (z) if delivered
      by overnight express delivery service, upon confirmation of such delivery or
      upon a confirmed refusal of the recipient to accept such delivery.

     

    
      
        
        

      

      
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    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 Executive hereby agrees that such scope may be
      judicially modified accordingly.

     

    15.  Counterparts.
      This
      Agreement and any amendments hereto may be executed in any number of
      counterparts, each of which shall be deemed an original, but all of which
      together shall constitute one and the same agreement.

     

    16.  Compliance
      with Internal Revenue Code Section 409A.
      To
      the
      extent applicable, this Agreement is intended to comply in all respects with
      Internal Revenue Code Section 409A.

     

    17.  Governing
      Law; Venue.
      All
      questions concerning the construction, validity and interpretation of this
      Agreement, and the performance of the obligations imposed by this Agreement
      shall be governed by the internal laws of the State of Virginia applicable
      to
      contracts made and wholly to be performed in such state without regard to
      conflicts of laws. The parties: (x) agree that any suit, action or legal
      proceeding relating to this Agreement may be brought in any federal court
      located in the State of Virginia, County of Fairfax, if federal jurisdiction
      is
      available, and, otherwise, in any local court located in the State of Virginia,
      County of Fairfax; (y) consent to the jurisdiction of each such court in any
      such suit, action or proceeding; and (z) waive any objection which they may
      have
      to the laying of venue in any such suit, action or proceeding in either such
      court. 

     

    18.  Construction.
      The
      subject matter and language of this Agreement have been the subject of
      negotiations between the parties and their respective counsel, and this
      Agreement has been jointly prepared by their respective counsel. Accordingly,
      this Agreement shall not be construed against either party on the basis that
      this Agreement was drafted by such party or its counsel.

     

    IN
      WITNESS WHEREOF, each
      of
      the parties hereto has caused this Agreement to be executed, all as of the
      day
      and year first above written.

     

    


    
      
        
        

      

      
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    MODIGENE
      INC.

     

    By: /s/
      Shai Novik

    Its: President

    


     

    /s/
      Robert F. Mauer

    ROBERT
      F. MAUER

     

     

    
      
        
        

      

      
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