Exhibit
      10.1


    SECOND
      AMENDMENT TO CONSULTING AGREEMENT

     

    This
      Second 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
      Avri Havron (“Executive”),
      and
      amends that certain Consulting Agreement, dated January 1, 2007, between
      Modigene Inc., a Delaware corporation (“Modigene
      DE”),
      and
      Executive, as amended by that certain First Amendment to Consulting Agreement,
      dated February 29, 2008 between Employer and Executive (the “First
      Amendment”)
      (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 1.
      The
      first three sentences of Section 1 of the First Amendment are hereby deleted
      and
      replaced with the following three sentences:

     

    “
In
      consideration for any services to be provided under Section 2, the Company
      shall
      pay to the Consultant an annual consulting fee of Two Hundred and Fifteen
      Thousand U.S. Dollars ($215,000.00) plus V.A.T (if applicable); effective
      January 1, 2008, and payable in equal monthly installments on the first of
      each
      month upon providing the Company with an invoice. Payments will be in Israeli
      Shekels (IS) according to IS-US$ exchange rate of 3.86 IS/US$. Consultant shall
      be eligible to receive an annual cash bonus up to $60,000, as determined by
      the
      Board, payable within 30 days after the end of the fiscal year of Company,
      which
      shall be based upon performance criteria established by the Board, and bonus
      payment will be in Israeli Shekels (IS) according to IS-US$ 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.

     

    


     

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      Remainder of this Page is Intentionally Left Blank]

     

    
      
        
        

      

      
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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:
              	   
	 	 	
              Avri
                Havron

            
	 	Titles	       
	 	 	 
	 	
               

            	 	 	
               

            
	 	 	 	 	 
	 	 	 	 	Notice Address:
	 	 	 	 	 
	 	 	 	 	         
	 	 	 	 	       
	 	 	 	 	     


    

     

     

    
      
        
        

      

      
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