Exhibit
      10.4


    SECOND
      AMENDMENT TO EMPLOYMENT AGREEMENT

     

    This
      Second Amendment to Employment Agreement (this “Amendment”)
      is
      made as of this 17 day of July, 2008 by and between MODIGENETECH LTD., an
      Israeli corporation (“Employer”),
      and
      EYAL FIMA (“Executive”),
      and
      amends certain Employment Agreement, dated December 14, 2005, between
      Employer and Executive, as amended by that certain First Amendment to Employment
      Agreement, dated February 29, 2008 between Employer and Executive (the
“First
      Amendment”)
      (as
      amended, restated, supplemented or modified from time to time, including
      pursuant to the First Amendment, the “2005
      Agreement”).
      

     

    RECITALS:

     

    A. The
      parties desire to modify certain provisions of the Second Amendment concerning
      the termination of Executive’s employment and Executive’s
      compensation.

     

    B. Pursuant
      to Section 7(b) of the 2005 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 Second
      Amendment:

     

    AGREEMENT:

     

    1. Amendment
      to Section 1.
      Section
      1 of the First Amendment is hereby deleted and replaced with the following
      Sections 1:

     

    “Executive
      shall receive an aggregate annual minimum base salary at the rate of Two Hundred
      and Fifty Thousand Dollars ($100,000) payable in equal monthly installments
      of
      $8,833.33 or otherwise in accordance with the regular payroll schedule of
      Employer (as the same may be increased, “Base
      Salary”).
      Effective June 1, 2008, payments will be in Israeli Shekels (IS) according
      to
      IS-US$ exchange rate of 3.86 IS/US$.”

     

    2. Amendment
      to Section 2.
      Section
      2 of the First Amendment is hereby deleted and replaced with the following
      Section 2:

     

    “Executive
      shall be eligible to receive an annual cash bonus of up to $50,000, payable
      within 30 days after the end of the fiscal year of Employer, which shall be
      based upon performance criteria established by the Board (“Performance
      Bonus”).
      Payment will be in Israeli Shekels (IS) according to IS-US$ exchange rate of
      3.86 IS/US$.”

     

    3. Revised
      Notification under Israeli Law.
      In the
      event that the Base Salary is increased pursuant to Section 3 of the 2005
      Agreement, Employer agrees to deliver to Employee, and both parties agree to
      sign, a revised Notification to Employee of Employment Conditions (in the form
      attached to the 2005 Agreement), reflecting such increase.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    4. Effectiveness.
      The
      amendments to the 2005 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. 

     

    5. The
      Agreement.
      All
      references in the 2005 Agreement to the term “Agreement” shall be deemed to
      refer to the 2005 Agreement referenced in, and as amended by, the First
      Amendment and as further amended by this Amendment.

     

    6. Amendment
      and 2005 Agreement to be Read Together.
      This
      Amendment amends and is part of the 2005 Agreement, and the 2005 Agreement
      and
      this Amendment shall henceforth be read together and shall constitute the
      Agreement. Except as otherwise set forth herein, the 2005 Agreement shall remain
      in full force and effect.

     

    7. Headings.
      Headings used in this Amendment are for convenience only and shall not affect
      the construction or interpretation of the 2005 Agreement or this
      Amendment.

     

    8. 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.

     

    


     

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

    
       

      
        	COMPANY:	 	 	CONSULTANT:
	 	 	 	 	 
	MODIGENE INC.	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	By:	       
                	 	 	         
	 	
                Name:


              	       
	 	 	
                
                  Eyal
                    Fima

                

              
	 	
                Title:


              	       
	 	 	 
	 	 	 	 	 
	 	 	 	 	
                Notice
                  Address:

              
	 	 	 	 	 
	 	 	 	 	       

	 	 	 	 	       

	 	 	 	 	       
                


      

       

    

     

    
      
        
        

      

      
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