Exhibit
      10.3


    FIRST
      AMENDMENT TO CONSULTING AGREEMENT

     

    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”).
      

     

    RECITALS:
      

     

    A. On
      May
      10, 2007, Modigene DE assigned to the Company, and the Company assumed, all
      obligations of Modigene DE under the 2005 Agreement and the Company thereby
      became the “Company” under the 2005 Agreement.

     

    A. The
      parties desire to modify certain provisions of the 2007 Agreement concerning
      the
      Executive’s compensation.

     

    B. Pursuant
      to Section 11 of the 2007 Agreement, the parties desire to enter into this
      Amendment. 

     

    NOW,
      THEREFORE, in consideration of the mutual covenants herein contained and other
      good and valuable consideration, the receipt and sufficiency of which are hereby
      acknowledged, the parties hereto agree to the following amendments to the 2007
      Agreement:

     

    AGREEMENT:

     

    1. Amendment
      to Section 3.
      Section
      3 of the 2007 Agreement is hereby deleted and replaced with the following
      section:

     

    “Compensation. In
      consideration for any services to be provided under Section ‎2,
      the
      Company shall pay to the Consultant a monthly consulting fee of Two Thousand
      U.S. Dollars ($3,000.00) plus V.A.T (if applicable); payable on the first of
      each month upon providing the Company with an invoice. In addition, the Company
      shall pay the consultant milestone payments in accordance with the successful
      completion of the milestones as determined by the Company, all as detailed
      in
      Schedule A. Payments will be in Israeli Shekels (IS) according to IS-US$
      exchange rate of 3.86 IS/US$.”

     

    2. Effectiveness.
      The
      amendments to the 2007 Agreement contemplated by this Amendment shall be deemed
      effective immediately upon the full execution of this Amendment, without any
      further action required by the parties hereto. 

     

    3. The
      Agreement.
      All
      references in the 2007 Agreement to the term “Agreement” shall be deemed to
      refer to the 2007 Agreement referenced in, and as amended by, this
      Amendment.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    4. Amendment
      and 2007 Agreement to be Read Together.
      This
      Amendment amends and is part of the 2007 Agreement, and the 2007 Agreement
      and
      this Amendment shall henceforth be read together and shall constitute the
      Agreement. Except as otherwise set forth herein, the 2007 Agreement shall remain
      in full force and effect.

     

    5. Headings.
      Headings used in this Amendment are for convenience only and shall not affect
      the construction or interpretation of the 2007 Agreement or this
      Amendment.

     

    6. Counterparts.
      This
      Amendment may be executed by facsimile and in one or more counterparts, each
      of
      which shall be deemed an original, and all of which together shall constitute
      one and the same instrument.

     

    


     

    [The
      Remainder of this Page is Intentionally Left Blank]

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    



    IN
      WITNESS WHEREOF, the undersigned have executed this Amendment as of the day
      and
      year first written above.

     

    
      	COMPANY:	 	 	CONSULTANT:
	 	 	 	 	 
	MODIGENE INC.	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	By:	    
              	 	 	      
	 	
              Name:


            	    
	 	 	
              Fuad
                Fares

            
	 	
              Title:


            	    
	 	 	 
	 	 	 	 	 
	 	 	 	 	
              Notice
                Address:

            
	 	 	 	 	 
	 	 	 	 	    

	 	 	 	 	    

	 	 	 	 	    



    

     

     

    
      
        
        

      

      
        S-1