Exhibit
      10.1


    AGREEMENT

     

    THIS
      AGREEMENT
      (this
“Agreement”)
      is
      made and entered into as of March 5, 2008 (the“Effective
      Date”),
      by and
      among MODIGENE
      INC.,
      a
      Nevada corporation (the “Company”),
      Cohen
& Schaeffer LLP, (“CS”)
      and
Steve
      Schaeffer (the
      “Consultant”).
      

     

    RECITALS

     

    WHEREAS,
      the
      Consultant is currently a principal of CS; and

     

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

     

    WHEREAS,
      the
      Consultant and CS desire to provide his services to the Company;
      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. Duration.

     

    (a) During
      the Agreement Period (as defined below), CS agrees to make the Consultant
      available as needed to act as a consultant to the Company and to provide the
      services set forth in Section 2 below. In accordance therewith, the Company
      offers to engage CS and the Consultant, and CS and the Consultant hereby accept
      such engagement, to provide services to the Company as a consultant for the
      period established under this Section 1.
      The
      Agreement Period commences on the Effective Date, and shall end on the date
      that
      is 24 months after the Effective Date. The Agreement Period may be extended
      for
      subsequent 12-month periods upon the written agreement of the Consultant, the
      Company and CS.

     

    (b) Notwithstanding
      anything contained herein to the contrary, the Agreement Period shall end upon
      any termination of this Agreement pursuant to Section 5.

     

    2. Services.
      

     

    (a) During
      the Agreement Period, CS and the Consultant shall provide the following services
      (collectively, the “Services”):
      the
      Consultant serving as the Company’s designated “Principal Financial Officer,”
and “Chief Financial Officer,” creating
      and maintaining sound accounting policies and procedures, managing books and
      records, 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.
      During
      the Agreement Period, the Consultant shall render such financial and accounting
      services to the Company and its subsidiaries as are consistent with the
      Consultant’s position as Principal Financial Officer as the Company’s Board of
      Directors may direct.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    (b) During
      the Agreement Period, the Consultant shall report to the President and shall
      devote his best efforts to providing the Services. The Consultant 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 shall comply with the Company’s and its
      subsidiaries’ policies and procedures in all material respects. The Consultant
      understands and will comply with the fiduciary duties imposed upon him in his
      position of Principal Financial Officer and Chief
      Financial Officer
      of the
      Company.

     

    3. Compensation. In
      consideration for the Services to be provided under Section 2(a),
      the
      Company agrees to pay to CS during the Agreement Period a quarterly consulting
      fee (the “Consulting
      Payment”)
      of
      Twelve Thousand U.S. Dollars ($12,000.00), which quarterly Consulting Payment
      shall be payable within thirty (30) days following the end of each fiscal
      quarter following CS’s provision of an invoice. Except as otherwise provided in
      this Agreement, the Company shall not be required to compensate the Consultant
      separately in any manner. 

     

    4. Expenses.
      If,
      in
      connection with the performance of services hereunder at the request of the
      Company, CS or the Consultant 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, CS
      or
      the Consultant (as may be applicable) 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 Agreement Period established hereunder shall terminate
      immediately upon the occurrence of any of the following events: (i) CS or the
      Consultant’s material breach of the obligations under Section 2
      and, if
      such breach is curable, CS or the Consultant’s subsequent failure to
      substantially cure such breach after notice of such breach within thirty (30)
      days; (ii) the Consultant’s or CS’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 CS or 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 and CS. 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 consulting fees and
      reimburseable expenses to which CS or the Consultant is entitled through the
      effective date of such termination. The provisions of Section 6 shall survive
      the termination of this Agreement.

     

    6. Confidential
      Information.
      CS
      and
      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 CS’s or the Consultant’s
      possession.

     

    
      
         

      

      
        2

        
          

        

      

      
         

      

    

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

     

    7. No
      Employment Relationship Created.
      The
      relationship between the Company, on the one hand, and CS and the Consultant,
      on
      the other hand, 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. CS and the Consultant shall
      each 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 CS and the Consultant. CS
      shall be responsible for payment of all taxes, including federal, state and
      local taxes, arising out of CS’s or 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. Subject to Section 2(b), CS and 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.

     

    8. Successors
      and Assigns.
      This
      Agreement will inure to the benefit of and be binding upon CS and the
      Consultant, and the Company, and their respective 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. CS and the Consultant may not assign any of
      the
      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.

     

    9. 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.

     

    
      
         

      

      
        3

        
          

        

      

      
         

      

    

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

     

    11. 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.

    3
      Sapir
      Street

    Weizmann
      Science Park

    Nes-Ziona

    Israel
      74140

    


    


    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 Consultant, to:

            


    

     

    Steve
      Schaeffer

    Cohen
      & Schaeffer

    420
      Lexington Avenue Suite 2450

    New
      York,
      NY 10170

    
 

    
      	
            	(c)	
              if
                to CS, to:

            


    

     

    Cohen
      & Schaeffer

    420
      Lexington Avenue Suite 2450

    New
      York,
      NY 10170

    


    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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    12. 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.


     

    13. 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.

     

    14. 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.

     

    15. 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.

     

    16. 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 New York 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 New York, if federal jurisdiction is available, and,
      otherwise, in any local court located in the State of New York; (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. 

     

    17. 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.

     

    
      
         

      

      
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    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.

     

    


     

    MODIGENE
      INC.

     

    
      	
              By:

            	
              _______________________

            
	
              Its:

            	
              _______________________

            


    

    


     

    COHEN
      & SCHAEFFER 

     

    
      	
              By:

            	
              _______________________

            
	
              Its:

            	
              _______________________

            


    

    


     

    _____________________________

    STEVE
      SCHAEFFER

     

     

    
      
         

      

      
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