**SECURITIES
      PURCHASE AGREEMENT**




**THIS
      SECURITIES PURCHASE AGREEMENT** (this
“ **Agreement** ”)
      is
      made this 12 th day of
      April, 2007, by and between the investors listed on Appendix
      A hereto
      (the “ **Investors** ”),
      Modigene Inc., a Nevada corporation (the “ **Company** ”),
      and
      Modigene Inc., a Delaware corporation (“ **Modigene** ”);




**RECITALS**




**WHEREAS** ,
      the
      Company has an authorized capitalization consisting of 300,000,000 shares of
      common stock, par value $0.00001 per share (the “ **Common
      Stock** ”),
      of
      which 42,253,972 are currently issued and outstanding as of the date hereof,
      and
      10,000,000 shares of preferred stock, $0.00001 per share, of which no shares
      are
      currently outstanding; and




**WHEREAS** ,
      the
      Company desires to sell to Investors, and Investors desire to purchase from
      the
      Company, a certain number of shares of Common Stock, as more particularly
      described in this Agreement, together with 333,333 five-year warrants to
      purchase 25% of a share of Common Stock for an exercise price of $2.50 per
      whole
      share (the “ **Warrants** ”),
      all
      on the terms and conditions set forth in this Agreement; and




**WHEREAS** ,
      the
      Company and the Investors are executing and delivering this Agreement in
      reliance upon the exemption from securities registration afforded by the
      provisions of Regulation D (“ **Regulation
      D** ”),
      as
      promulgated by the U.S. Securities and Exchange Commission under the Securities
      Act of 1933, as amended (the “ **Securities
      Act** ”);
      and




**WHEREAS** ,
      the
      Company is currently negotiating a merger transaction pursuant to which Modigene
      Acquisition Corporation, a wholly-owned Delaware corporation subsidiary of
      the
      Company (the “ **Acquisition
      Subsidiary** ”),
      will
      merge (the “ **Merger** ”)
      with
      and into and Modigene, with Modigene remaining as the surviving entity after
      the
      Merger, and whereby the stockholders of Modigene will receive Common Stock
      in
      exchange for their capital stock of Modigene, as contemplated by the current
      draft Agreement of Merger and Reorganization (the “ **Merger
      Agreement** ”)
      being
      negotiated among the Company, Acquisition Subsidiary and Modigene;
      and




**WHEREAS** ,
      in
      connection with the Merger, the Company intends to offer (the “ **Offering** ”),
      in
      compliance with Rule 506 of Regulation D and available prospectus exemptions
      in
      Canada to accredited investors in a private placement transaction, a minimum
      (the “ **Minimum** ”)
      of
      4,000,000 units (the “ **Units** ”)
      and a
      maximum (the “ **Maximum** ”)
      of
      6,666,666 Units, or such greater amount not to exceed 8,666,666 Units (including
      2,000,000 Units of over-allotment, the “ **Over-allotmen** t”),
      at a
      purchase price of $1.50 per Unit, each Unit consisting of one share of Common
      Stock and one Warrant, as contemplated by the current draft Confidential Private
      Placement Memorandum prepared by the Company and Modigene (the “ **Memorandum** ”);
      and




**WHEREAS** ,
      the
      Investors have required Modigene to be a party to this Agreement in order to
      make the representations and warranties to the Investors set forth herein;









**NOW,
      THEREFORE** ,
      for and
      in consideration of the mutual premises contained herein and for other good
      and
      valuable consideration, the receipt and sufficiency of which are hereby
      acknowledged, the parties hereto agree as follows:




**1.**  **Purchase
      and Sale of the Common Stock and Warrants** .
      Subject
      to the terms and conditions of this Agreement and the satisfaction of the
      conditions to Closing (as defined below) and subject to the closing of the
      Merger and the Offering, the Company agrees to sell to the Investors, and the
      Investors agree to purchase from the Company, for an aggregate purchase price
      of
      $2,000,000 (the “ **Purchase
      Price** ”)
      a
      certain number of shares of restricted Common Stock (the “ **Restricted
      Shares** ”),
      as
      described in the following sentence, and 333,333 Warrants. The Warrants shall
      be
      issued pursuant to a Warrant Certificate substantially in the form attached
      hereto as Exhibit
      A .
      The
      number of Restricted Shares shall be (a) if the Minimum is raised in the
      Offering, 4,833,333 Restricted Shares; (b) if the Maximum or over Maximum
      including any Over-allotment is raised in the Offering, 5,533,333 Restricted
      Shares; and (c) if more than the Minimum but less than the Maximum is raised
      in
      the Offering, 4,833,333 Restricted Shares, plus additional Restricted Shares
      such that the aggregate number of Restricted Shares and Warrants will represent
      a collective ownership of the Investors, on a fully-diluted basis taking into
      account the exercise of all outstanding options and warrants, including all
      Warrants (whether or not currently exercisable, including the Warrants being
      purchased by the Investors hereunder), of 15% of the Common Stock as of the
      date
      the Restricted Shares are issued. The Common Stock to be sold to the Investors
      pursuant to this Section 1 and the 333,333 Warrants shall sometimes be
      collectively referred to as the “ **Purchased
      Securities** ”.
      The
      Purchased Securities shall be allocated among the Investors based upon the
      investment amounts set forth on Appendix
      A hereto.




**2.**  **The
      Closing** .
      The
      closing of the purchase and sale of the Purchased Securities (the “ **Closing** ”)
      shall
      occur at the offices of Gottbetter & Partners, LLP, 488 Madison Avenue, New
      York, New York, 10022 on the same day as the closing of the Merger and the
      Offering (the “ **Closing
      Date** ”).
      On
      the Closing Date, the Investors shall deliver the Purchase Price to the Company
      by wire transfer of immediately available funds and, as soon as practicable
      after the Closing Date, the Company shall issue and deliver, or shall cause
      the
      issuance and delivery of, stock certificates registered in the name of the
      Investors and representing the Restricted Shares, and warrant certificates
      registered in the name of the Investors representing the Investors’ right to
      purchase the number of shares of Common Stock underlying the Warrants purchased
      pursuant to this Agreement.




**3.**  **Closing
      Conditions** .




a.  Conditions
      to Obligations of Investors . The
      respective obligations of the Investors hereunder in connection with the Closing
      are subject to the satisfaction (or waiver) of the following conditions: (i)
      the
      closing of the Merger and the Offering shall have occurred or shall occur
      simultaneously with the Closing; (ii) the accuracy in all material respects
      on
      the Closing Date of the representations and warranties of the Company contained
      herein; and (iii) all
      obligations, covenants and agreements of the Company required to be performed
      at
      or prior to the Closing Date shall have been performed.





b.  Conditions
      to Obligations of the Company .
      The
      obligations of the Company hereunder in connection with the Closing are subject
      to the satisfaction (or waiver) of the following conditions: (i) the closing
      of
      the Merger and the Offering shall have occurred or shall occur simultaneously
      with the Closing; (ii) the accuracy in all material respects when made and
      on
      the Closing Date of the representations and warranties of the Investors
      contained herein; (iii) all
      obligations, covenants and agreements of the Investors required to be performed
      at or prior to the Closing Date shall have been performed; and (iv)
      the delivery by the Investors of the lock-up agreement described in Section
      4 of
      this Agreement.









**4.**  **Lock
      Up Agreement** .
      The
      Investors acknowledge and agree that the Purchased Securities will not be
      registered under the Securities Act or any state securities laws (the
“ **State
      Acts** ”).
      As a
      condition to the sale of the Purchased Securities, and without limitation of
      the
      representations by the Investors in Section 6 of this Agreement and the
      provisions of Section 7 of this Agreement, the Investors will enter into an
      agreement (the “ **Lock-Up
      Agreement** ”)
      with
      the Company, in form and substance reasonably satisfactory to the parties
      hereto, providing for certain restrictions on the sale or other disposition
      of
      the Purchased Securities by the Investors for a term of four (4) years from
      the
      Closing Date. On the first anniversary of the Closing Date, these restrictions
      shall expire with respect to all of the Warrants and the sum of 1,333,333
      Restricted Shares, plus 25% of the remainder of the Restricted Shares. On the
      second, third and fourth anniversaries of the Closing Date, these restrictions
      shall expire with respect to one-third of the Restricted Shares remaining
      subject to such restrictions after the first anniversary of the Closing
      Date.




**5.**  **Representations
      and Warranties of the Company and Modigene** .
      In
      order to induce the Investors to enter into this Agreement, the Company and
      Modigene, as applicable, represent and warrant to the Investors the
      following:




a.  Subsidiaries .
      The
      Company has no direct or indirect subsidiaries other than Modigene Acquisition
      Corp., and Liaison Design Group, LLC, and those set forth in the Exchange Act
      Documents (as defined in Section 5(g)), or as are necessary or desirable to
      consummate the Merger and the transactions contemplated in the Merger Agreement.
      Except as disclosed in the Exchange Act Documents, the Company owns, directly
      or
      indirectly, all of the capital stock of each of its Subsidiaries (as defined
      below) free and clear of any and all liens, and all the issued and outstanding
      shares of capital stock of each Subsidiary are validly issued and are fully
      paid, non-assessable and free of preemptive and similar rights. Modigene has
      one
      direct subsidiary, ModigeneTech Ltd. Unless the context otherwise indicates,
      references to the terms “ **Subsidiary** ”
and
      “ **Subsidiaries** ”
used
      herein specifically refer to ModigeneTech Ltd., Modigene Acquisition Corp.,
      and
      Liaison Design Group, LLC, and those set forth in the Exchange Act Documents,
      or
      as are necessary or desirable to consummate the Merger and the transactions
      contemplated in the Merger Agreement.




b.  Organization
      and Qualification .
      The
      Company, Modigene and the Subsidiaries, are each an entity duly incorporated
      or
      otherwise organized, validly existing and in good standing under the laws of
      the
      jurisdiction of its incorporation or organization (as applicable), with the
      requisite power and authority to own and use its properties and assets and
      to
      carry on its business as currently conducted. Neither the Company nor Modigene,
      nor any Subsidiary, is in violation or default of any of the provisions of
      its
      respective certificate or articles of incorporation, bylaws or other
      organizational or charter documents. Each of the Company, Modigene and the
      Subsidiaries is duly qualified to conduct business and is in good standing
      as a
      foreign corporation or other entity in each jurisdiction in which the nature
      of
      the business conducted or property owned by it makes such qualification
      necessary, except where the failure to be so qualified or in good standing,
      as
      the case may be, could not have, or reasonably be expected to result in (i)
      a
      material adverse effect on the legality, validity or enforceability of this
      Agreement or the Warrants, (ii) a material adverse effect on the results of
      operations, assets, business, prospects or condition (financial or otherwise)
      of
      the Company, Modigene and the Subsidiaries, taken as a whole, or (iii) a
      material adverse effect on the Company’s or Modigene’s ability to perform in any
      material respect on a timely basis its obligations under this Agreement or
      the
      Warrants (any of (i), (ii) or (iii), a “ **Material
      Adverse Effect** ”)
      and no
      proceeding has been instituted in any such jurisdiction revoking, limiting
      or
      curtailing or seeking to revoke, limit or curtail such power and authority
      or
      qualification.









c.  Authorization;
      Enforcement .
      The
      Company has the requisite corporate power and authority to enter into and to
      consummate the transactions contemplated by this Agreement, the Lock-Up
      Agreement and the Warrants (collectively, the “ **Transaction
      Documents** ”)
      and
      otherwise to carry out its obligations hereunder and thereunder. The execution
      and delivery of the Transaction Documents by the Company and the consummation
      of
      the transactions contemplated hereby and thereby have been duly authorized
      by
      all necessary action on the part of the Company and no further action is
      required by the Company or its board of directors or stockholders in connection
      therewith. Each Transaction Document has been (or upon delivery will have been)
      duly executed by the Company and, when delivered in accordance with the terms
      hereof and thereof, will constitute the valid and binding obligation of the
      Company, enforceable against the Company in accordance with its terms except
      (i)
      as limited by general equitable principles and applicable bankruptcy,
      insolvency, reorganization, moratorium and other laws of general application
      affecting enforcement of creditors’ rights generally, (ii) as limited by laws
      relating to the availability of specific performance, injunctive relief or
      other
      equitable remedies and (iii) insofar as indemnification and contribution
      provisions may be limited by applicable law.




d.  No
      Conflicts .
      The
      execution, delivery and performance of the Transaction Documents by the Company,
      the issuance and sale of the Purchased Securities and the consummation by the
      Company of the other transactions contemplated hereby and thereby do not and
      will not (i) conflict with or violate any provision of the Company’s or any
      Subsidiary’s certificate or articles of incorporation, bylaws or other
      organizational or charter documents, or (ii) conflict with, or constitute a
      default (or an event that with notice or lapse of time, or both, would become
      a
      default) under, result in the creation of any lien upon any of the properties
      or
      assets of the Company or any Subsidiary, or give to others any rights of
      termination, amendment, acceleration or cancellation (with or without notice,
      lapse of time or both) of, any agreement, credit facility, debt or other
      instrument (evidencing a Company or Subsidiary debt or otherwise) or other
      understanding to which the Company or any Subsidiary is a party or by which
      any
      property or asset of the Company or any Subsidiary is bound or affected, or
      (iii) conflict with or result in a violation of any law, rule, regulation,
      order, judgment, injunction, decree or other restriction of any court or
      governmental authority to which the Company or any Subsidiary is subject
      (including federal and state securities laws and regulations), or by which
      any
      property or asset of the Company or a Subsidiary is bound or affected; except
      in
      the case of each of clauses (ii) and (iii), such as could not have, or
      reasonably be expected to result in, a Material Adverse Effect.









e.  Approvals .
      The
      execution, delivery, and performance by the Company of this Agreement require
      no
      consent of, action by or in respect of, or filing with, any person, governmental
      body, agency, or official other than those consents that have been obtained
      prior to the Closing and those filings required to be made pursuant to the
      Securities Act and any State Acts which the Company undertakes to file within
      the applicable time period or provincial filings required in connection with
      sales in Canada.




f.  Capitalization .
      Upon
      issuance in accordance with the terms of this Agreement against payment of
      the
      Purchase Price therefor, the Restricted Shares will be duly and validly issued,
      fully paid, and nonassessable and free and clear of all liens imposed by or
      through the Company, and, assuming the accuracy of the representations and
      warranties of the Investors, will be issued in accordance with a valid exemption
      from the registration or qualification provisions of the Securities Act, and
      any
      State Acts. The Company has not issued any capital stock since its most
      recently filed periodic report under the
      Securities Exchange Act of 1934, as amended (the **“Exchange
      Act”** ) , and
      the
      rules and regulations thereunder, and n o
      person
      has any right of first refusal, preemptive right, right of participation, or
      any
      similar right to participate in the transactions contemplated by the Transaction
      Documents. All of the outstanding shares of capital stock of the Company are
      validly issued, fully paid and nonassessable, have been issued in compliance
      with all federal and state securities laws, and none of such outstanding shares
      was issued in violation of any preemptive rights or similar rights to subscribe
      for or purchase securities. No further approval or authorization of any
      stockholder, the board of directors of the Company or others is required for
      the
      issuance and sale of the Purchased Securities. There are no stockholders
      agreements, voting agreements or other similar agreements with respect to the
      Company’s capital stock to which the Company is a party or, to the knowledge of
      the Company, between or among any of the Company’s stockholders.




g.  Exchange
      Act Filing. During
      the 12 calendar months immediately preceding the date of this Agreement, all
      reports and statements, including all amendments, required to be filed by the
      Company with the Securities and Exchange Commission (the “ **Commission** ”)
      under
      the Exchange Act, have been timely filed. Such filings, together with all
      amendments and all documents incorporated by reference therein, are referred
      to
      as “ **Exchange
      Act Documents** .”
Each
      Exchange Act Document conformed in all material respects to the requirements
      of
      the Exchange Act and the rules and regulations thereunder, and no Exchange
      Act
      Document, at the time each such document was filed, included any untrue
      statement of a material fact or omitted to state any material fact required
      to
      be stated therein or necessary to make the statements therein, in light of
      the
      circumstances under which they were made, not misleading.




h.  Company
      Financial Statements.  The
      audited financial statements, together with the related notes of the Company
      as
      of December 31, 2006, included in the Company’s Form 10-KSB/A as filed with the
      Commission on March 7, 2007 (the “ **Company
      Financial Statements** ”),
      fairly present in all material respects, on the basis stated therein and on
      the
      date thereof, the financial position of the Company at the respective dates
      therein specified and its results of operations and cash flows for the periods
      then ended. Such statements and related notes have been prepared in accordance
      with generally accepted accounting principles in the United States
      (“ **GAAP** ”)
      applied on a consistent basis except as expressly noted therein.









i.  Material
      Changes; Undisclosed Events, Liabilities or Developments .
      Since
      the date of the latest audited financial statements included within the Exchange
      Act Documents, except as specifically disclosed in a subsequent Exchange Act
      Document filed prior to the date hereof, (i) there has been no event, occurrence
      or development that has had or that could reasonably be expected to result
      in a
      Material Adverse Effect, (ii) the Company has not incurred any liabilities
      (contingent or otherwise) other than (A) trade payables and accrued expenses
      incurred in the ordinary course of business consistent with past practice and
      (B) liabilities not required to be reflected in the Company’s financial
      statements pursuant to GAAP or disclosed in filings made with the Commission,
      (iii) the Company has not altered its method of accounting, (iv) the Company
      has
      not declared or made any dividend or distribution of cash or other property
      to
      its stockholders or purchased, redeemed or made any agreements to purchase
      or
      redeem any shares of its capital stock and (v) the Company has not issued any
      equity securities to any officer, director or affiliate. The Company does not
      have pending before the Commission any request for confidential treatment of
      information. Except for the issuance of the Purchased Securities contemplated
      by
      this Agreement, no event, liability or development has occurred or exists with
      respect to the Company or its Subsidiaries or their respective business,
      properties, operations or financial condition, that would be required to be
      disclosed by the Company under applicable securities laws at the time this
      representation is made.




j.  No
      Disputes or Litigation Against the Company or Modigene .
      There
      is no action, suit, inquiry, notice of violation, proceeding or investigation
      pending or, to the knowledge of the Company and Modigene, threatened against
      or
      affecting the Company and Modigene, any Subsidiary or any of their respective
      properties before or by any court, arbitrator, governmental or administrative
      agency or regulatory authority (federal, state, county, local or foreign)
      (collectively, an “ **Action** ”)
      which
      (i) adversely affects or challenges the legality, validity or enforceability
      of
      any of the Transaction Documents or (ii) could, if there were an unfavorable
      decision, have, or reasonably be expected to result in, a Material Adverse
      Effect. Neither the Company nor Modigene, nor any Subsidiary, nor any director
      or officer thereof, is or has been the subject of any Action involving a claim
      of violation of or liability under federal or state securities laws or a claim
      of breach of fiduciary duty. There has not been, and to the knowledge of the
      Company or Modigene, there is not pending or contemplated, any investigation
      by
      the Commission involving the Company and Modigene or any current or former
      director or officer of the Company or Modigene. The Commission has not issued
      any stop order or other order suspending the effectiveness of any registration
      statement filed by the Company or any Subsidiary under the Exchange Act or
      the
      Securities Act.




k.  Labor
      Relations .
      No
      material labor dispute exists or, to the knowledge of the Company and Modigene,
      is imminent with respect to any of the employees of the Company which could
      reasonably be expected to result in a Material Adverse Effect. None of the
      Company’s, Modigene’s or any Subsidiary’s employees is a member of a union that
      relates to such employee’s relationship with such company, and neither the
      Company nor Modigene, nor any Subsidiary, is a party to a collective bargaining
      agreement, and the Company, Modigene and the Subsidiaries believe that their
      relationships with their respective employees are good. No executive officer,
      to
      the knowledge of the Company or Modigene, is, or is now expected to be, in
      violation of any material term of any employment contract, confidentiality,
      disclosure or proprietary information agreement or non-competition agreement,
      or
      any other contract or agreement or any restrictive covenant, and the continued
      employment of each such executive officer does not subject the Company, Modigene
      nor any of their Subsidiaries to any liability with respect to any of the
      foregoing matters. The Company, Modigene and the Subsidiaries are in compliance
      with all U.S. federal, state, local and foreign laws and regulations relating
      to
      employment and employment practices, terms and conditions of employment and
      wages and hours, except where the failure to be in compliance could not,
      individually or in the aggregate, reasonably be expected to have a Material
      Adverse Effect.









l.  Compliance .
      Neither
      the Company nor Modigene, nor any Subsidiary, (i) is in default under or in
      violation of (and no event has occurred that has not been waived that, with
      notice or lapse of time or both, would result in a default by the Company or
      Modigene, or any Subsidiary), nor has the Company or Modigene, or any Subsidiary
      received notice of a claim that it is in default under or that it is in
      violation of, any indenture, loan or credit agreement, or any other agreement
      or
      instrument to which it is a party or by which it or any of its properties is
      bound (whether or not such default or violation has been waived), (ii) is in
      violation of any order of any Court, arbitrator, or governmental body, or (iii)
      is or has been in violation of any statute, rule or regulation of any
      governmental authority, including without limitation all foreign, federal,
      state
      and local laws relating to taxes, environmental protection, occupational health
      and safety, product quality and safety and employment and labor matters, except
      in each case as could not, individually or in the aggregate, have or reasonably
      be expected to result in a Material Adverse Effect. The Company is in compliance
      with the applicable requirements of the Sarbanes-Oxley Act of 2002, as amended,
      and the rules and regulations thereunder, except where such noncompliance could
      not have, or reasonably be expected to result in, a Material Adverse
      Effect.




m.  Regulatory
      Permits .
      The
      Company, Modigene and the Subsidiaries possess all certificates, authorizations
      and permits issued by the appropriate federal, state, local or foreign
      regulatory authorities necessary to conduct their respective businesses, except
      where the failure to possess such permits could not have, or reasonably be
      expected to result in, a Material Adverse Effect (“ **Material
      Permits** ”),
      and
      neither the Company nor Modigene, nor any Subsidiary, has received any notice
      of
      proceedings relating to the revocation or modification of any Material
      Permit.




n.  Title
      to Assets .
      The
      Company and Modigene, and, as applicable, the Subsidiaries have good and
      marketable title in fee simple to all real property owned by them that is
      material to the business of the Company and Modigene, and good and marketable
      title in all personal property owned by them that is material to the business
      of
      the Company and Modigene, in each case free and clear of all liens, except
      for
      liens as do not materially affect the value of such property and do not
      materially interfere with the use made and proposed to be made of such property
      by the Company and Modigene and liens for the payment of federal, state or
      other
      taxes, the payment of which is neither delinquent nor subject to penalties.
      Any
      real property and facilities held under lease by the Company and Modigene are
      held by them under valid, subsisting and enforceable leases with which the
      Company and Modigene are in compliance.




o.  Patents
      and Trademarks .
      The
      Company and Modigene, and any of their respective Subsidiaries have, or have
      rights to use, all patents, patent applications, trademarks, trademark
      applications, service marks, trade names, copyrights, licenses, and other
      similar rights that are necessary or material for use in connection with their
      respective businesses and which the failure to so have could, individually
      or in
      the aggregate, have or reasonably be expected to result in a Material Adverse
      Effect (collectively, the “ **Intellectual
      Property Rights** ”).
      Neither the Company nor Modigene, nor any of their respective Subsidiaries,
      has
      received a written notice that the Intellectual Property Rights used by the
      Company or Modigene, or any of their respective Subsidiaries, violates or
      infringes upon the rights of any person. Except as set forth in the Exchange
      Act
      Documents, to the knowledge of the Company, all such Intellectual Property
      Rights are enforceable and there is no existing infringement by another person
      of any of the Intellectual Property Rights, except where such infringement
      could
      not have, or reasonably be expected to result in, a Material Adverse
      Effect.









p.  Insurance .
      The
      Company and Modigene and, as applicable, the Subsidiaries, are insured by
      insurers of recognized financial responsibility against such losses and risks
      and in such amounts as are prudent and customary in the businesses in which
      the
      Company and Modigene and the Subsidiaries are engaged, including, but not
      limited to, directors’ and officers’ liability coverage. Neither the Company and
      Modigene, nor any Subsidiary, has any reason to believe that it will not be
      able
      to renew its existing insurance coverage as and when such coverage expires
      or to
      obtain similar coverage from similar insurers as may be necessary to continue
      its business without a significant increase in cost.




q.  Transactions
      With Affiliates and Employees .
      Except
      as set forth in the Exchange Act Documents, the draft Memorandum and those
      transactions contemplated by the Transaction Documents, none of the officers
      or
      directors of the Company or Modigene and, to the knowledge of the Company or
      Modigene, none of the employees of the Company or Modigene is presently a party
      to any transaction with the Company, Modigene or any Subsidiary (other than
      for
      services as employees, officers, and directors), including any contract,
      agreement, or other arrangement providing for the furnishing of services to
      or
      by, providing for rental of real or personal property to or from, or otherwise
      requiring payments to or from any officer, director, or such employee or, to
      the
      knowledge of the Company or Modigene, any entity in which any officer, director,
      or any such employee has a substantial interest or is an officer, director,
      trustee, or partner.




r.  Internal
      Accounting Controls .
      The
      Company and its Subsidiaries maintain a system of internal accounting controls
      sufficient to provide reasonable assurance that (i) transactions are executed
      in
      accordance with management’s general or specific authorizations, (ii)
      transactions are recorded as necessary to permit preparation of financial
      statements in conformity with generally accepted accounting principles and
      to
      maintain asset accountability, (iii) access to assets is permitted only in
      accordance with management’s general or specific authorization, and (iv) the
      recorded accountability for assets is compared with the existing assets at
      reasonable intervals and appropriate action is taken with respect to any
      differences. The Company has established disclosure controls and procedures
      (as
      defined in Exchange Act rules 13a-15(e) and 15d-15(e)) for the Company and
      designed such disclosure controls and procedures to ensure that material
      information relating to the Company and its Subsidiaries is made known to the
      Company’s certifying officers by others within those entities, particularly
      during the period in which the Company’s Form 10-KSB or 10-QSB, as the case may
      be, are being prepared. The Company’s certifying officers have evaluated the
      effectiveness of the Company’s controls and procedures as of the end of the
      reporting period covered by the Company’s Form 10-KSB and each of the Company’s
      Forms 10-QSB filed with the Commission (each such date, the **“Evaluation
      Date”** )
      and
      presented in each such report their conclusions about the effectiveness of
      the
      Company’s disclosure controls and procedures based on their evaluations as of
      the applicable Evaluation Date. Since the Evaluation Date of the Company’s most
      recently filed Form 10-KSB or Form 10-QSB, there have been no significant
      changes in the Company’s disclosure controls and procedures, the Company’s
      internal control over financial reporting (as defined in Exchange Act Rules
      13a-15(f) or 15d-15(f) or, to the Company’s knowledge, in other factors that
      could significantly affect the Company’s internal controls over financial
      reporting.









s.  Solvency .
      Based
      on the financial condition of the Company as of the Closing Date (and assuming
      that the Closing shall have occurred), (i) the Company’s fair saleable value of
      its assets exceeds the amount that will be required to be paid on or in respect
      of the Company’s existing debts and other liabilities (including known
      contingent liabilities) as they mature; (ii) the Company’s assets do not
      constitute unreasonably small capital to carry on its business for the current
      fiscal year as now conducted and as proposed to be conducted including its
      capital needs taking into account the particular capital requirements of the
      business conducted by the Company, and projected capital requirements and
      capital availability thereof; and (iii) the current cash flow of the Company,
      together with the proceeds the Company would receive, were it to liquidate
      all
      of its assets, after taking into account all anticipated uses of the cash,
      would
      be sufficient to pay all amounts on or in respect of its debt when such amounts
      are required to be paid. The Company does not intend to incur debts beyond
      its
      ability to pay such debts as they mature (taking into account the timing and
      amounts of cash to be payable on or in respect of its debt).




t.  Certain
      Fees .
      Other
      than the cash and warrants commissions payable on the Closing, no brokerage
      or
      finder’s fees or commissions are or will be payable by the Company to any
      broker, financial advisor or consultant, finder, placement agent, investment
      banker, bank, or other person with respect to the transactions contemplated
      by
      this Agreement. The Investors shall have no obligation with respect to any
      claims (other than such fees or commissions owed by the Investors pursuant
      to
      written agreements executed by the Investors which fees or commissions shall
      be
      the sole responsibility of such Investors) made by or on behalf of other persons
      for fees of a type contemplated in this Section that may be due in connection
      with the transactions contemplated by this Agreement.




u.  Certain
      Registration Matters .
      Assuming the accuracy of each of the Investor’s representations and warranties
      set forth in this Agreement, no registration under the Securities Act is
      required for the offer and sale of the Purchased Securities by the Company
      to
      the Investors hereunder.




v.  Listing
      and Maintenance Requirements .
      The
      Company is, and has no reason to believe that it will not in the foreseeable
      future continue to be, in compliance with the listing and maintenance
      requirements for continued listing of the Common Stock on the NASD Over the
      Counter Bulletin Board.




w.  Investment
      Company .
      Neither
      the Company nor Modigene is an “investment company” or an “affiliate” of an
“investment company” within the meaning of the Investment Company Act of 1940,
      as amended.




x.  Disclosure .
      The
      Investors confirm that in making their decision to enter into this Agreement,
      the Investors have relied on the information contained in the draft Memorandum
      and on the representations and warranties set forth in Section 5 of this
      Agreement, and not on any other materials that have been furnished by or on
      behalf of the Company or Modigene. The information contained in the Memorandum
      and the representations and warranties of the Company and Modigene in this
      Agreement are true and correct in all material respects and do not contain
      any
      untrue statement of a material fact or omit to state any material fact necessary
      in order to make the statements made therein, in light of the circumstances
      under which they were made, not misleading. The Company and Modigene confirm
      that neither they nor any person acting on their behalf has provided any of
      the
      Investors, or their respective agents or counsel, with any information that
      the
      Company or Modigene believes would constitute material, non-public information
      following the announcement of the Closing and the transactions contemplated
      thereby. The Company understands and confirms that the Investors will rely
      on
      the foregoing representations and covenants in effecting transactions in
      securities of the Company.









y.  Registration
      Rights .
      Other
      than investors in the Offering and the broker-dealers receiving warrants in
      connection with the Offering, no person has any right to cause the Company
      to
      effect the registration under the Securities Act of any securities of the
      Company.




z.  No
      General Solicitation .
      Neither
      the Company nor any person acting on behalf of the Company has offered or sold
      any of the Purchased Securities by any form of general solicitation or general
      advertising. In connection with the Offering, the Company intends to offer
      the
      Units for sale only to “accredited investors” within the meaning of Rule 501
      under the Securities Act.




aa.  Acknowledgment
      Regarding Investors’ Purchase of Securities .
      The
      Company and Modigene acknowledge and agree that each of the Investors is acting
      solely in the capacity of an arm’s length purchaser with respect to the
      Transaction Documents and the transactions contemplated thereby. The Company
      and
      Modigene further acknowledge that no Investor is acting as a financial advisor
      or fiduciary of the Company or Modigene (or in any similar capacity) with
      respect to the Transaction Documents and the transactions contemplated thereby,
      and any advice given by any Investor or any of their respective representatives
      or agents in connection with the Transaction Documents and the transactions
      contemplated thereby is merely incidental to the Investors’ purchase of the
      Purchased Securities. The Company and Modigene further represent to each
      Investor that the Company’s and Modigene’s decision to enter into this Agreement
      and the other Transaction Documents has been based solely on the independent
      evaluation of the transactions contemplated hereby by the Company and Modigene
      and their representatives.




**6.**  **Representations
      and Warranties of the Investors** .
      In
      order to induce the Company and Modigene to enter into this Agreement, each
      of
      the Investors, severally and not jointly, represents and warrants to the Company
      and Modigene the following:




a.  Authority .
      If a
      corporation, partnership, limited partnership, limited liability company, or
      other form of entity, the Investor is duly organized or formed, as the case
      may
      be, validly existing, and in good standing under the laws of its jurisdiction
      of
      organization or formation. The Investor has all requisite individual or entity
      right, power, and authority to execute, deliver, and perform this
      Agreement.




b.  Enforceability .
      The
      execution, delivery, and performance of this Agreement by the Investor have
      been
      duly authorized by all requisite partnership, corporate or other entity action,
      as applicable. This Agreement has been duly executed and delivered by the
      Investor, and, upon its execution by the Company and Modigene, shall constitute
      the legal, valid, and binding obligation of the Investor, enforceable in
      accordance with its terms, except to the extent that its enforceability is
      limited by bankruptcy, insolvency, reorganization, moratorium, or other laws
      relating to or affecting the enforcement of creditors’ rights generally and by
      general principles of equity.









c.  No
      Violations .
      The
      execution, delivery, and performance of this Agreement by the Investor do not
      and will not, with or without the passage of time or the giving of notice,
      result in the breach of, or constitute a default, cause the acceleration of
      performance, or require any consent under, or result in the creation of any
      lien, charge or encumbrance upon any property or assets of the Investor pursuant
      to, any material instrument or agreement to which the Investor is a party or
      by
      which the Investor or its properties may be bound or affected, and, do not
      or
      will not violate or conflict with any provision of the articles of incorporation
      or bylaws, partnership agreement, operating agreement, trust agreement, or
      similar organizational or governing document of the Investor, as applicable.




d.  Knowledge
      of Investment and its Risks .
      The
      Investor has such knowledge and experience in financial and business matters
      so
      as to be capable of evaluating the merits and risks of Investor’s investment in
      the Purchased Securities. The Investor understands that an investment in the
      Company represents a high degree of risk and there is no assurance that the
      Company’s business or operations will be successful. The Investor has considered
      carefully the risks attendant to an investment in the Company, and that, as
      a
      consequence of such risks, the Investor could lose Investor’s entire investment
      in the Company.




e.  Investment
      Intent .
      The
      Investor hereby represents and warrants that (i) the Investor’s Purchased
      Securities are being acquired for investment for the Investor’s own account, and
      not as a nominee or agent and not with a view to the resale or distribution
      of
      all or any part of the Investor’s Purchased Securities, and the Investor has no
      present intention of selling, granting any participation in, or otherwise
      distributing any of the Investor’s Purchased Securities within the meaning of
      the Securities Act, (ii) the Investor’s Purchased Securities are being acquired
      in the ordinary course of the Investor’s business, and (iii) the Investor does
      not have any contracts, understandings, agreements, or arrangements, directly
      or
      indirectly, with any person and/or entity to distribute, sell, transfer, or
      grant participations to such person and/or entity with respect to, any of the
      Investor’s Purchased Securities. The Investor is not purchasing the Investor’s
      Purchased Securities as a result of any advertisement, article, notice or other
      communication regarding the Investor’s Purchased Securities published in any
      newspaper, magazine or similar media or broadcast over television or radio
      or
      presented at any seminar or any other general solicitation or general
      advertisement.




f.  Investor
      Status .
      The
      Investor is an “accredited investor” as that term is defined by Rule 501 of
      Regulation D promulgated under the Securities Act and the information provided
      by the Investor in the Investor Questionnaire, attached hereto as Appendix
      B ,
      is
      truthful, accurate, and complete. The Investor is not registered as a
      broker-dealer under Section 15 of the Exchange Act or an affiliate of such
      broker-dealer, except as otherwise provided in the Investor
      Questionnaire.




g.  Disclosure .
      The
      Investor has reviewed the information provided to the Investor by the Company
      in
      connection with the Investor’s decision to purchase the Investor’s Purchased
      Securities, including but not limited to, the Company’s publicly available
      filings with the Commission and the information contained therein. The Company
      has provided the Investor with all the information that the Investor has
      requested in connection with the decision to purchase the Investor’s Purchased
      Securities. The Investor further represents that the Investor has had an
      opportunity to ask questions and receive answers from the Company regarding
      the
      business, properties, prospects, and financial condition of the Company. All
      such questions have been answered to the full satisfaction of the Investor.
      Neither such inquiries nor any other investigation conducted by or on behalf
      of
      the Investor or its representatives or counsel shall modify, amend, or affect
      the Investor’s right to rely on the truth, accuracy, and completeness of the
      disclosure materials and the Company’s representations and warranties contained
      herein.









h.  No
      Registration .
      The
      Investor understands that Investor may be required to bear the economic risk
      of
      Investor’s investment in the Company for an indefinite period of time. The
      Investor further understands that (i) neither the offering nor the sale of
      the Investor’s Purchased Securities has been registered under the Securities Act
      or any applicable State Acts in reliance upon exemptions from the registration
      requirements of such laws, (ii) the Investor’s Purchased Securities must be
      held by the Investor indefinitely unless the sale or transfer thereof is
      subsequently registered under the Securities Act and any applicable State Acts,
      or an exemption from such registration requirements is available, (iii) the
      Company is under no obligation to register any of the Purchased Securities
      on
      the Investor’s behalf or to assist the Investor in complying with any exemption
      from registration, and (iv) the Company will rely upon the representations
      and warranties made by the Investor in this Agreement and the Transaction
      Documents in order to establish such exemptions from the registration
      requirements of the Securities Act and any applicable State Acts.




i.  Transfer
      Restrictions .
      The
      Investor will not transfer any of the Investor’s Purchased Securities unless
      such transfer is registered or exempt from registration under the Securities
      Act
      and such State Acts, and, if requested by the Company in the case of an exempt
      transaction, the Investor has furnished an opinion of counsel reasonably
      satisfactory to the Company that such transfer is so exempt. The Investor
      understands and agrees that (i) the certificates evidencing the Purchased
      Securities will bear appropriate legends indicating such transfer restrictions
      placed upon the Purchased Securities, (ii) the Company shall have no obligation
      to honor transfers of any of the Investor’s Purchased Securities, including any
      shares of Common Stock underlying the Warrants, in violation of such transfer
      restrictions, and (iii) the Company shall be entitled to instruct any transfer
      agent or agents for the securities of the Company to refuse to honor such
      transfers.




j.  No
      Solicitation .
      The
      Investor (i) did not receive or review any advertisement, article, notice or
      other communication published in a newspaper or magazine or similar media or
      broadcast over television or radio, whether closed circuit, or generally
      available, with respect to the Purchased Securities or (ii) was not solicited
      by
      any person, other than by representatives of the Company, with respect to a
      purchase of the Purchased Securities.




k.  Principal
      Address. The
      Investor’s principal residence, if an individual, or principal executive office,
      if an entity, is set forth on the signature page of this Agreement.




l.  Reliance
      by the Company and Modigene .
      The
      Investor acknowledges and consents to the Company’s and Modigene’s reliance on
      the Investor’s representations and warranties made above for purposes of
      complying with all applicable securities laws and any applicable exemptions
      from
      registration requirements thereunder and otherwise.









**7.**  **Transfer
      Restrictions** .




a.  The
      Restricted Shares and Common Stock issuable upon exercise of the Warrants (the
      “ **Warrant
      Shares** ”)
      (the
      Common Stock, Warrants and Warrant Shares are collectively referred to as the
      “ **Securities** ”)
      may
      only be disposed of in compliance with state and federal securities laws. In
      connection with any transfer of Securities other than pursuant to an effective
      registration statement or Rule 144, the Company may require the transferor
      thereof to provide to the Company an opinion of counsel selected by the
      transferor and reasonably acceptable to the Company, the form and substance
      of
      which opinion shall be reasonably satisfactory to the Company, to the effect
      that such transfer does not require registration of such transferred Securities
      under the Securities Act. As a condition of transfer, any such transferee shall
      agree in writing to be bound by the terms of this Agreement and shall have
      the
      rights of an Investor under this Agreement.




b.  The
      Investors agree to the imprinting, so long as is required by this Section 7,
      of
      a legend on any of the Securities in substantially the following
      form:




THIS
      SECURITY HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION
      OR
      THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM
      REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
      ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN
      EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN
      AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION
      REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE
      SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR
      TO
      SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE
      COMPANY.




c.  Certificates
      evidencing the Common Stock and Warrant Shares shall not contain any legend
      (including the legend set forth in Section 7(b)), (i) while a registration
      statement covering the resale of such security is effective under the Securities
      Act, or (ii) following any sale of such Common Stock or Warrant Shares pursuant
      to Rule 144, or (iii) if such Common Stock or Warrant Shares are eligible for
      sale under Rule 144(k), or (iv) if such legend is not required under applicable
      requirements of the Securities Act (including judicial interpretations and
      pronouncements issued by the staff of the Commission). If all or any portion
      of
      an Investor Warrant is exercised at a time when there is an effective
      registration statement to cover the resale of the Warrant Shares, such shares
      shall be issued free of all legends. Except as otherwise provided in the Lock-Up
      Agreement, the Company agrees that at such time as such legend is no longer
      required under this Section 7(c), it will, five Trading Days (“ **Trading
      Days** ”
shall
      mean the days on which the Common Stock is traded or quoted on a Trading
      Market). following the delivery by an Investor to the Company or the Company’s
      transfer agent of a certificate representing Common Stock or Warrant Shares,
      as
      the case may be, issued with a restrictive legend (such fifth Trading Day,
      the
“ **Legend
      Removal Date** ”),
      deliver or cause to be delivered to such Investor a certificate representing
      such shares that is free from all restrictive and other legends. Except as
      contemplated by the Lock-Up Agreement, the Company may not make any notation
      on
      its records or give instructions to any transfer agent of the Company that
      enlarge the restrictions on transfer set forth in this Section 7. Upon requests
      by the Investors, the certificates for Securities subject to legend removal
      hereunder shall be transmitted by the transfer agent of the Company to the
      Investors by crediting the account of the Investor’s prime broker with the
      Depository Trust Company System.









d.  In
      addition to such Investor’s other available remedies, the Company shall pay to
      an Investor, in cash, as partial liquidated damages and not as a penalty, for
      each $1,000 of Common Stock or Warrant Shares (based on the VWAP of the Common
      Stock on the date such Securities are submitted to the Company’s transfer agent)
      delivered for removal of the restrictive legend and subject to Section 7(c),
      $10
      per Trading Day (increasing to $20 per Trading Day five (5) Trading Days after
      such damages have begun to accrue) for each Trading Day after the Legend Removal
      Date until such certificate is delivered without a legend. Nothing herein shall
      limit such Investor’s right to pursue actual damages for the Company’s failure
      to deliver certificates representing any Securities as required by this
      Agreement and the Lock-Up Agreement, and such Investor shall have the right
      to
      pursue all remedies available to it at law or in equity including, without
      limitation, a decree of specific performance and/or injunctive relief. For
      purposes of this Section 7(d) “ **VWAP** ”
means,
      for any date, the price determined by the first of the following clauses that
      applies: (i) if the Common Stock is then listed or quoted on a Trading Market,
      the daily volume weighted average price of the Common Stock for such date (or
      the nearest preceding date) on the Trading Market on which the Common Stock
      is
      then listed or quoted for trading as reported by Bloomberg L.P. (based on a
      Trading Day from 9:30 a.m. (New York City time) to 4:00 p.m. (New York City
      time); (ii)  if the OTC Bulletin Board is not a Trading Market, the volume
      weighted average price of the Common Stock for such date (or the nearest
      preceding date) on the OTC Bulletin Board; (iii) if the Common Stock is not
      then
      quoted for trading on the OTC Bulletin Board and if prices for the Common Stock
      are then reported in the “Pink Sheets” published by Pink Sheets, LLC (or a
      similar organization or agency succeeding to its functions of reporting prices),
      the most recent bid price per share of the Common Stock so reported; or
      (iv) in all other cases, the fair market value of a share of Common Stock
      as determined by an independent appraiser selected in good faith by the Investor
      and reasonably acceptable to the Company, the fees and expenses of which shall
      be paid by the Company.




e.  Each
      of
      the Investors agrees that the removal of the restrictive legend from
      certificates representing Securities as set forth in this Section 7 is
      predicated upon the Company’s reliance that the Investor will sell any
      Securities pursuant to either the registration requirements of the Securities
      Act, including any applicable prospectus delivery requirements, or an exemption
      therefrom, and that if Securities are sold pursuant to a registration statement,
      they will be sold in compliance with the plan of distribution set forth
      therein.




**8.**  **Intentionally
      Omitted** .




**9.**  **Intentionally
      Omitted** .









**10.**  **Stockholder
      Approval** .
      The
      Company represents and warrants to the Investors that a vote of the stockholders
      of the Company will not be required to approve the issuance of the Purchased
      Securities.




**11.**  **Indemnification** .




a.  Company
      Indemnification .
      The
      Company will indemnify and hold the Investors and, if applicable, their
      respective directors, officers, stockholders, members, managers, partners,
      employees and agents (each, an “ **Investor
      Party** ”)
      harmless from any and all losses, liabilities, obligations, claims,
      contingencies, damages, costs and expenses, including all judgments, amounts
      paid in settlements, court costs, and reasonable attorneys’ fees and costs of
      investigation (collectively, “ **Losses** ”)
      that
      any such Investor Party may suffer or incur as a result of or relating to any
      misrepresentation, breach, or inaccuracy of any representation, warranty,
      covenant, or agreement made by the Company in this Agreement. In addition to
      the
      indemnity contained herein, the Company will reimburse each Investor Party
      for
      its reasonable legal and other expenses (including the cost of any
      investigation, preparation, and travel in connection therewith) incurred in
      connection therewith, as such expenses are incurred.




b.  Investor
      Indemnification .
      Each of
      the Investors, severally and not jointly, will indemnify and hold the Company
      and Modigene and their respective directors, officers, stockholders, members,
      managers, partners, employees and agents (each, an “ **Company
      Party** ”)
      harmless from any and all Losses that any such Company Party may suffer or
      incur
      as a result of or relating to any misrepresentation, breach, or inaccuracy
      of
      any representation, warranty, covenant, or agreement made by such Investor
      in
      this Agreement. In addition to the indemnity contained herein, each of the
      Investors will reimburse each Company Party for its reasonable legal and other
      expenses (including the cost of any investigation, preparation, and travel
      in
      connection therewith) incurred in connection therewith, as such expenses are
      incurred.




**12.**  **Contribution** .
      If the
      indemnification under Section 11 is unavailable to an indemnified party or
      insufficient to hold an indemnified party harmless for any Losses, then each
      indemnifying party shall contribute to the amount paid or payable by such
      indemnified party, in such proportion as is appropriate to reflect the relative
      fault of the indemnifying party and indemnified party in connection with the
      actions, statements or omissions that resulted in such Losses as well as any
      other relevant equitable considerations. The relative fault of such indemnifying
      party and indemnified party shall be determined by reference to, among other
      things, whether any action in question, including any untrue or alleged untrue
      statement of a material fact or omission or alleged omission of a material
      fact,
      has been taken or made by, or relates to information supplied by, such
      indemnifying party or indemnified party, and the parties’ relative intent,
      knowledge, access to information and opportunity to correct or prevent such
      action, statement or omission. The amount paid or payable by a party as a result
      of any Losses shall be deemed to include, subject to the limitations set forth
      in this Agreement, any reasonable attorneys’ or other fees or expenses incurred
      by such party in connection with any Action to the extent such party would
      have
      been indemnified for such fees or expenses if the indemnification provided
      for
      in this Section was available to such party in accordance with its
      terms.




**13.**  **Tax
      Consequences** .
      The
      Investors, the Company and Modigene acknowledge that they have discussed their
      execution, delivery and performance of this Agreement and the purchase and
      sale
      of the Purchased Securities with their legal and other advisors. Each of the
      Investors, the Company and Modigene agree to treat the purchase of the Purchased
      Securities by the Investors consistent with such Investors acting solely in
      the
      capacity of arm’s length purchasers and not as financial advisors, service
      providers, or fiduciaries of the Company or Modigene. Each of the Investors
      agrees, severally and not jointly, to indemnify and hold harmless the Company
      and Modigene from and against any non-employee reporting penalties arising
      or
      resulting from such Investor’s purchase of the Purchased Securities. In
      addition, the Investors agree that the tax consequences, if any, to each of
      the
      Investors resulting from their purchase of the Purchased Securities shall be
      solely the responsibility of the Investors, and the Investors shall have no
      recourse against the Company or Modigene therefore.









**14.**  **Board
      of Directors** .
      Subject
      to the closing of the Offering and the Merger, immediately following the Closing
      Date, the Board of Directors of the Company will consist of nine members, as
      follows: seven directors will be designated by Modigene, and will consist of
      current directors of Modigene, and the two remaining directors will consist
      of
      Phillip Frost, M.D. and Jane Hsiao, Ph.D., M.B.A. All directors of the Company
      will hold office in accordance with Nevada law and the Company’s amended and
      restated articles of incorporation and bylaws.




**15.**  **Further
      Assurances** .
      The
      parties hereto will, upon reasonable request, execute and deliver all such
      further assignments, endorsements, and other documents as may be necessary
      in
      order to perfect the purchase by the Investors of the Purchased Securities
      pursuant to exemption from securities registration offered by Regulation D
      promulgated under the Securities Act, and otherwise consummate the transactions
      contemplated by this Agreement.




**16.**  **Entire
      Agreement; No Oral Modification** .
      This
      Agreement, the Lock-Up Agreement and the Warrants contain the entire agreement
      among the parties hereto with respect to the subject matter hereof and supersede
      all prior agreements and understandings with respect thereto and this Agreement
      may not be amended or modified except in a writing signed by both of the parties
      hereto.




**17.**  **Amendments
      and Waivers** .
      The
      provisions of this Agreement may be amended on or before the Closing Date,
      and
      particular provisions of this Agreement may be waived, with and only with an
      agreement or consent in writing signed by each of the parties hereto.




**18.**  **Binding
      Effect; Termination; Benefits** .
      This
      Agreement and the obligations created pursuant to this Agreement, including
      the
      composition of the Company Board of Directors following the Merger, and the
      purchase of the Purchased Securities, are subject to the closing of the Merger
      and the Offering. This Agreement shall automatically terminate and become void,
      and no party shall have any obligation or liability to any other party in
      connection with this Agreement, upon the earlier of (i) May 31, 2007 in the
      event that the Company and Modigene have not completed negotiations and entered
      into a binding Merger Agreement, and (ii) September 30, 2007, in the event
      the
      closing of the Merger and the Offering has not occurred. Subject to the prior
      two sentences, this Agreement shall inure to the benefit of and be binding
      upon
      the parties hereto and their respective heirs, successors and assigns; however,
      nothing in this Agreement, expressed or implied, is intended to confer on any
      other person other than the parties hereto, or their respective heirs,
      successors, or assigns, any rights, remedies, obligations, or liabilities under
      or by reason of this Agreement.









**19.**  **Counterparts** .
      This
      Agreement may be executed in any number of counterparts, for each of which
      shall
      be deemed to be an original and all of which together shall be deemed to be
      one
      and the same instrument. In the event that any signature is delivered by
      facsimile transmission or electronic mail (e-mail), such signature shall create
      a valid and binding obligation of the party executing (or on whose behalf such
      signature is executed) with the same force and effect as if such signature
      page
      were an original thereof.




**20.**  **Governing
      Law** .
      This
      Agreement shall be governed by, and construed and enforced in accordance with,
      the laws of the United States of America and the State of New York, both
      substantive and remedial, without regard to New York conflicts of law
      principles. Any
      judicial proceeding brought against any of the parties to this agreement or
      any
      dispute arising out of this Agreement or any matter related hereto shall be
      brought in the courts of the State of New York, New York County, or in the
      United States District Court for the Southern District of New York and, by
      its
      execution and delivery of this agreement, each party to this Agreement accepts
      the jurisdiction of such courts.




**21.**  **Prevailing
      Parties** .
      In any
      action or proceeding brought to enforce any provision of this Agreement, or
      where any provision hereof is validly asserted as a defense, the prevailing
      party shall be entitled to receive and the nonprevailing party shall pay upon
      demand reasonable attorneys’ fees in addition to any other remedy.




**22.**  **Notices** .
      All
      communication hereunder shall be in writing and shall be mailed, delivered,
      telegraphed or sent by facsimile or electronic mail, and such delivery shall
      be
      confirmed to the addresses as provided below:




if
      to any
      Investor:





to
      the
      address set forth on the signature page of this Agreement




if
      to the
      Company before the Closing Date:





Modigene
      Inc.


The
      Europa Center


100
      Europa Dr., Suite 455


Chapel
      Hill, NC 27517-2369


Attn:
      Peter L. Coker, Sr., President


Facsimile:
      (919) 933-2730





with
      copy
      to:





Gottbetter
      & Partners, LLP


488
      Madison Avenue, 12 th Floor


New
      York,
      New York 10022


Attention:
      Kenneth S. Goodwin, Esq.


Facsimile:
      (212) 400-6901









if
      to
      Modigene or to the Company after the Closing Date, to:





Modigene
      Inc.


8000
      Towers Crescent Drive


Suite
      1300


Vienna,
      VA 22182


Attention:
      Shai Novik, President


Facsimile:
      (703) 288-0070




with
      a
      copy to:





Barack
      Ferrazzano Kirschbaum Perlman & Nagelberg LLP


333
      West
      Wacker Drive, Suite 2700


Chicago,
      IL 60606


Attn:
      Gretchen Trofa, Esq.


Facsimile:
      (312) 984-3150





After
      June 30, 2007:





200
      West
      Madison Street, Suite 3900


Chicago,
      IL 60606





**23.**  **Headings** .
      The
      section headings herein are included for convenience only and are not to be
      deemed a part of this Agreement.




**[SIGNATURE
      PAGES FOLLOW]**







IN
      WITNESS WHEREOF, the parties hereto have executed this Securities Purchase
      Agreement as of the date first written above.




**MODIGENE
              INC.**,
              a
              Nevada corporationBy:Name:
              Peter L. Coker, Sr., PresidentIts:
              President


**MODIGENE
                INC.**,
                a
                Delaware corporationBy:Name:
                Shai NovikIts:
                President


**INVESTORS:**





**Frost
                Gamma Investments Trust**
            
            **Jane
                Hsiao, M.B.A., Ph.D.****By:
                Phillip Frost, M.D., Sole Trustee**Signature
            
            SignatureAddress
                of Principal Place of Business:
            
            Address
                of Principal Residence:4400
                Biscayne Boulevard
            
            4400
                Biscayne BoulevardSuite
                1500
            
            Suite
                1500Miami,
                Florida 33137
            
            Miami,
                Florida 33137Tax
                ID number:
            
            Social
                Security Number:46-0464745Telephone
                Number:
            
            Telephone
                Number:(305)
                575-6001
            
            (305)
                575-6004Facsimile
                Number:
            
            Facsimile
                Number:(305)
                575-6016
            
            (305)
                575-6016Email
                Address:
            
            Email
                Address:phillip_frost@tevausa.com
            
            jh@thefrostgrp.com










**Steven
                D. Rubin**
            
            **Subbarao
                Uppaluri**Signature
            
            SignatureAddress
                of Principal Place of Business:
            
            Address
                of Principal Residence:4400
                Biscayne Boulevard
            
            4400
                Biscayne BoulevardSuite
                1500
            
            Suite
                1500Miami,
                Florida 33137
            
            Miami,
                Florida 33137Social
                Security Number:
            
            Social
                Security Number:Telephone
                Number:
            
            Telephone
                Number:(305)
                575-6015
            
            (305)
                575-6118Facsimile
                Number:
            
            Facsimile
                Number:(305)
                575-6444
            
            (305)
                575-6444Email
                Address:
            
            Email
                Address:sr@thefrostgrp.com
            
            ru@thefrostgrp.com








**EXHIBIT
      A**





Form
      of Warrant




( *See
        Attached* )





**Appendix
      A**





**Name**
            
            **Investment
                Amount**Frost
                Gamma Investments Trust
            
            $
            1,600,000Jane
                Hsiao
            
            
            380,000Subbarao
                Uppaluri
            
            
            10,000Steven
                D. Rubin
            
            
            10,000Total
            
            $
            2,000,000











**APPENDIX
      B**





Investor
      Questionnaire





( *See
      Attached* )