Unassociated Document


     

    Exhibit
10.1

     

     

    The
Frost Group, LLC

    4400
Biscayne Boulevard

    Miami,
Florida  33137

    


    


     

    
      	
              Date: 

            	
              May
      14, 2009

            


    

     

    
      	
              To: 

            	
              Modigene
      Inc.

            


    

    3 Sapir
Street

    Weizmann
Science Park

    Nes-Ziona,
Israel 74170

     

    


     

    
      	
            	
              Re: 

            	
              Credit
      Agreement

            


    

     

    Reference is hereby made to (i) the
Credit Agreement (the “Credit
Agreement”) dated as of March 25, 2008 among Modigene, Inc. as the
borrower (the “Borrower”), and The Frost
Group, LLC, as the lender (the “Lender” capitalized terms used
and not otherwise defined herein shall have the meaning assigned to them in the
Credit Agreement), and (ii) the Note.

     

    By signing below, the Lender hereby
agrees that, effective as of the date hereof:

     

    
      	
               
      

            	
              1.

            	
              Notwithstanding
      anything to the contrary in the Credit Agreement or the Note, the One-Year
      Anniversary (as defined in the Note) shall be extended and deemed to be
      July 31, 2009.

            


    

     

    
      	
               
      

            	
              2.

            	
              The
      Lender hereby agrees and acknowledges that the Credit Agreement is binding
      and enforceable against the Lender and that, except for the modifications
      contained herein, the terms, conditions and provisions of the Credit
      Agreement and the Note, and any other documents referred to herein or
      therein, shall continue in full force and
  effect.

            


    

     

    This
agreement shall be governed by, and shall be construed and enforced in
accordance with, the internal laws of the State of Florida.

     

    [THE
REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK.]

     

    
      
        
        

      

      
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    SIGNED:

     

    THE
FROST GROUP, LLC

     

     

    
      
        
          
            
              
                
                  
                    	
                            By:

                          	
                            /s/
      Steven D. Rubin

                          	 
	 	 	 
	
                            Name:

                          	
                            Steven
      D. Rubin

                          	 
	 	 	 
	
                            Title:

                          	
                            Member

                          	 


                  

                

              

            

          

        

      

    

    


     

    MODIGENE,
INC.

     

     

    
      
        
          
            
              
                
                  	
                          By:

                        	
                          /s/
      Shai Novik

                        	 
	 	 	 
	
                          Name:

                        	
                          Shai
      Novik

                        	 
	 	 	 
	
                          Title:

                        	
                          President

                        	 


                

              

            

          

        

      

    

    


     

    


     

     

    
      
        
        

      

      
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