<PAGE>
                              OFFICER'S CERTIFICATE

         I do hereby certify and represent that:

         1. I am the duly elected Secretary of deCODE genetics, Inc., a Delaware
corporation.

         2. Pursuant to Rule 306(a) of Regulation S-T, the following Exhibit
10.5 to deCODE genetics, Inc.'s Quarterly Report on Form 10-Q is a fair and
accurate English translation of a document prepared in the Icelandic language.

         IN WITNESS WHEREOF, I have signed this Officer's Certificate in my
capacity as Secretary of deCODE genetics, Inc. on this ____ day of May, 2002.

                                       By:    /s/ Tanya Zharov
                                              ----------------------------------
                                       Name:  Tanya Zharov
                                       Title: Secretary and Corporate Counsel



<PAGE>
                                                                    Exhibit 10.5


[NOTE: CERTAIN PORTIONS OF THIS DOCUMENT HAVE BEEN MARKED TO INDICATE THAT
CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR THIS CONFIDENTIAL INFORMATION.
THESE PORTIONS HAVE BEEN MARKED WITH THE CLAUSE "CONFIDENTIAL TREATMENT
REQUESTED" AND/OR TWO ASTERISKS ENCLOSED IN BRACKETS (i.e., [**]). THE
CONFIDENTIAL PORTIONS HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION.]




                                 LOAN AGREEMENT
                                 --------------
                           (Loan in foreign currency)



                                     BETWEEN



                              VETRARGAROURINN EHF.
                                   as borrower

                                       and

                                ISLANDSBANKI HF.
                                    as lender
<PAGE>
                                TABLE OF CONTENTS


1.   AMOUNT OF LOAN AND DISBURSEMENT                                          4

2.   REPAYMENT                                                                4

3.   INTEREST, INTEREST ADJUSTMENTS AND PAYMENT OF INTEREST                   4

4.   SECURITY                                                                 5

5.   CONDITIONS FOR DISBURSEMENT                                              5

6.   DECLARATIONS OF THE BORROWER                                             6

7.   PAYMENT OF TAXES RELATING TO THE CONCLUSION OF THE AGREEMENT             6

8.   COVENANTS                                                                6

9.   EVENTS OF DEFAULT - REMEDIES                                             7

10.  NOTICES                                                                  7

11.  FORCE MAJEURE                                                            7

12.  FURTHER PROVISIONS                                                       8

ANNEX 1 - LOAN DISBURSEMENT APPLICATION                                       9

ANNEX 2 - FOREIGN CURRENCY ACCOUNTS                                          10

<PAGE>
Islandsbanki hf., State Reg. No. 550500-3530, Kirkjusandur 2, 155 Reykjavik,
hereinafter referred to as the Lender, and Vetrargarourinn, State Reg. No.
581201-2490, Sturlugata 8 ehf., Reykjavik, hereinafter referred to as the
Borrower, enter into the following


                                 LOAN AGREEMENT

on a loan for 5 years to the amount of up to

USD 6,620,000.00 SIX MILLION SIX HUNDRED AND TWENTY 00/100 US DOLLARS-

on the terms described herein.

1.   AMOUNT OF LOAN AND DISBURSEMENT

     The Borrower undertakes to borrow, and the Lender undertakes to lend the
     agreed amount. The loan is available for disbursement as of the signature
     of this Agreement until 27 March 2002. The loan shall be disbursed to the
     Borrower in a single payment.

     The Borrower shall send the Lender a disbursement application with at least
     2 working days' notice. The application shall contain the account number on
     which the loan shall be deposited. A disbursement application form is
     attached to this agreement as Annex 1.

     In the event that the Borrower has not sent a written request for
     disbursement before 25 March 2002, the loan offer of the Lender shall be
     withdrawn without notice and without warning, provided that the Lender has
     not given written confirmation to the contrary. In the event that the
     commitment of the Lender is withdrawn pursuant to the above, the Borrower
     shall pay the Lender all costs incurred by the Lender as a result of this
     Agreement.

     The Borrower will use the loan to pay up a short-term loan to the Lender
     taken to finance the Borrower's purchase of the property Sturlugata 8,
     Reykjavik from Islensk Erfoagreining ehf.

2.   REPAYMENT

     The Borrower undertakes to repay the loan with a single payment on 1 MARCH
     2007.

     The loan shall be repaid into the foreign currency account of the Lender,
     identified in Annex 2.

     In the event that the payment date of instalments and/or interest does not
     fall on a banking day, the payment date shall be transposed to the banking
     day immediately following, unless such day is in the following month, in
     which case the payment date shall be transposed to the immediately
     preceding banking day.

     On each due date, during the period from the disbursement of the loan until
     1 January 2005, the Lender may require an advance payment if the conversion
     value of the US dollar, as posted by the Central Bank of Iceland on the due
     date of the interest and instalments, has increased by more than 10% from
     the posted rate of the Central Bank of Iceland on the disbursement date of
     the loan. The advance payment shall be calculated by comparison of the
     outstanding balance of the loan, restated in Icelandic kronur on the due
     date, with the restated amount of the loan based on the price of the US
     dollar on the date of disbursement. Advance payment may be required
     pursuant to this provision in the event of an increase exceeding 10% from
     the posted exchange rate of the US dollar pursuant to the above on the
     disbursement date, in which case the payment shall be the equivalent of the
     increase.

     A banking day is a business day when banks are open in Reykjavik and
     London.

     The place of payment is with the Lender.

3.   INTEREST, INTEREST ADJUSTMENTS AND PAYMENT OF INTEREST

     (a)  The loan shall carry interest equivalent to 3-MONTH LIBOR RATES as
          determined for the US dollar, as current at any time, plus a margin of
          6.0% - SIX-POINT-ZERO PERCENT. LIBOR (London Inter
<PAGE>
          Bank Offered Rate) interest refers to interest on the London Interbank
          Market as posted at 11 a.m., local time, in London on the Reuter BBA
          screen.

     (b)  In the event of default by the Borrower on a debt pursuant to this
          Loan Agreement, the Borrower shall pay penalty interest corresponding
          to the base interest rate plus the margin referred to in item (a)
          above, plus the added default margin of 6.0% - SIX-POINT-ZERO PERCENT
          of the due amount or called-in amount from the due date to the date of
          payment.

     (c)  In the event of default by the Borrower on the loan pursuant to this
          Loan Agreement, the Lender may, furthermore, convert the loan into
          Icelandic kronur based on the posted selling rate of the Lender for
          the currencies of which the loan is composed at the close of the date
          of calling. Default interest shall then be paid pursuant to the
          decision of the Central Bank of Iceland at any time regarding default
          interest rates and default margins, cf. Article 6, Paragraph 1 of the
          Interest Act No. 38/2001, on the due or called-in amount from the due
          date to the date of payment. The Lender shall notify the Borrower of
          the date of the intended conversion of the debt with a prior notice of
          at least one week. Once the loan has been converted into Icelandic
          kronur it may not be converted back into the original currency without
          the written approval of the Borrower.


     Interest is calculated from the date of disbursement of the loan. The
     interest shall be calculated so that on an annual basis the actual number
     of days is used to multiply and then divided by 360.

     The interest is determined in advance for three months at a time, two
     working days prior to the beginning of the next interest period. The first
     interest period may be longer or shorter, as it begins on the date of the
     disbursement of the loan and ends on 1 June 2002.

     The interest is payable every three months on the same due dates as the
     instalments.

     Unpaid penalty interest, in accordance with items (b) or (c) above, shall
     accrue to the principal of the loan every 12 months, for the first time 12
     months after the first date of default.

4.   SECURITY

     As surety for the prompt and full payment of the loan, the Borrower will
     issue a General Bond to the Lender in the amount of ISK 800,000,000.- and
     USD 7,280,000.- secured by a third-rank mortgage in the property Sturlugata
     8, Reykjavik. The General Bond shall, furthermore, secure the prompt and
     full payment of bonds issued by Vetrargarourinn ehf. on 28 February 2002,
     class 2, 2002, amounting to an aggregate total of ISK 730,000,000.-

     By their signature of this Loan Agreement and as surety for the prompt and
     full payment of the loan, deCODE genetics Inc, Delaware, USA, and Islensk
     erfoagreining ehf., Lynghals 1, Reykjavik, assume liability for the loan,
     in solidum, as guarantors. The guarantee covers the payment of the amount
     of the loan including all interest and costs of any kind. The guarantee
     shall remain in effect regardless of whether a payment deferral is granted
     on one or more occasion, until such time as the loan is fully discharged.

5.   CONDITIONS FOR DISBURSEMENT

     The Borrower's delivery of the following documents to the Lender, of the
     content and in the form acceptable to the Lender, is a prerequisite for the
     disbursement of the loan pursuant to this agreement:

     1.   The Articles of Association of the Borrower and guarantors.

     2.   Decision of the Board of Directors of the Borrower on the borrowing
          and mortgage.

     3.   Decision of the Board of Directors of Islensk erfoagreining ehf.
          regarding the guarantee pursuant to Section 4 hereof and power of
          attorney to sign the loan documents.

     4.   Decision of the Board of deCODE genetics Inc. regarding a guarantee
          pursuant to Section 4 hereof and power of attorney to sign the loan
          documents.

     5.   Certification that the Borrower has purchased insurance for the
          mortgaged property.

     6.   Registered Bonds pursuant to Section 4 in the amount of USD
          7,280,000.- and ISK 800,000,000.-

     7.   Written disbursement instructions.



<PAGE>
6.   DECLARATIONS OF THE BORROWER

     By his signature on this Loan Agreement the Borrower declares to the Lender
     that:

     a)   all the necessary decisions taken on the part of the Borrower in order
          to establish a binding agreement have been made in a lawful manner,

     b)   the Agreement is signed on behalf of the Borrower by parties legally
          entitled to do so and a contract has been established which is binding
          for the Borrower in every respect,

     c)   the Agreement does not violate the Articles of Association of the
          Borrower or any agreement that the Borrower has entered into with a
          third party or parent company or subsidiary,

     d)   the Borrower is not engaged in any litigation or disputes that could
          have a substantial negative impact on his financial standing or
          qualification to fulfil his obligations under the provisions hereof,

     e)   none of the events of default described in Section 9 are present,

     f)   he has provided the Lender with all the information necessary to
          evaluate his financial standing,

     g)   the information contained in the Agreement or that the Borrower has
          given in connection with its content, is adequate and materially
          correct, and

     h)   the accounts of the Borrower are in accordance with applicable laws
          and generally accepted accounting standards.

     The above information from the Borrower shall be regarded as repeated on
     the due dates of the interest and / or instalments unless specifically
     stated otherwise by the Borrower.

7.   PAYMENT OF TAXES RELATING TO THE CONCLUSION OF THE AGREEMENT

     The Borrower shall pay all public levies or taxes which may be imposed on
     the Agreement or payments pursuant to the Agreement at no cost to the
     Lender.

8.   COVENANTS

     The Borrower and the guarantors undertake to observe the following terms
     until the debt pursuant to the Agreement is paid in full:

     (i)     NOTICE OF DEFAULT: The Borrower and the guarantors undertake to
             notify the Lender in writing without delay if it comes to their
             attention that an event of default has taken place.

     (ii)    ANNUAL ACCOUNTS AND INTERIM STATEMENTS: The Borrower and the
             guarantors undertake to send to the Lender an audited Annual
             Statement as well as reviewed six-month statements no later than
             four months following the close of the accounting period. The
             Annual Statement shall be audited and prepared in accordance with
             legislation and accepted accounting standards.

     (iii)   SALE OF MORTGAGED PROPERTY: The Borrower and Islensk erfoagreining
             ehf. undertake not to sell the property mortgaged as security for
             this Agreement without the prior approval of the Lender. (IV) BAN
             ON MERGERS OR DEMERGERS: The Borrower undertakes not to merge with
             another company or companies or to divide the company into two or
             more independent companies without the approval of the Lender.

     (v)     INSURANCE: The Borrower undertakes to insure the mortgaged property
             for its actual worth for the entire term of the Agreement.

     (vi)    RESTRICTIONS ON CHANGING THE OPERATION OR OBJECT OF THE BORROWER:
             The Borrower undertakes to not to change his operations in such a
             way as to require amendment of the Company's object in its Articles
             of Association.

     (vii)   DISPOSAL OF INSURANCE COMPENSATION, NOTIFICATION REQUIREMENT: the
             Borrower undertakes to inform the Lender immediately if
             circumstances arise where the Borrower is, or may be, entitled to
             insurance compensation due to damage of the mortgaged property if
             the damage is valued in excess of ISK 10,000,000.- Furthermore, the
             Borrower undertakes not to dispose of such payments except in
             consultation with and with the approval of the Lender.

     (viii)  DELIVERED DECLARATIONS: The Borrower warrants that declarations
             delivered in connection with this Agreement are correct. The Lender
             is entitled to request documents confirming that such declarations
             are correct at any time during the term of effect of the Agreement.

     (ix)    DISPOSAL OF THE LOAN: The Borrower undertakes to dispose of the
             loan for the purpose that it was intended.

     (x)     REQUIREMENT FOR MINIMUM CASH BALANCE: deCODE genetics Inc.
             undertakes to ensure that until the due date, 1 March 2005, its
             cash position (free, unpledged cash), and that of its subsidiaries,
             remains above USD [**].



<PAGE>
9.   EVENTS OF DEFAULT - REMEDIES

     The following shall constitute events of default on the part of the
     Borrower under this Agreement:

     (i)     the Borrower fails to pay on the correct due date or in the correct
             currency, and such default continues for longer than 14 days from
             the due date;

     (ii)    The Borrower repeatedly fails to pay at the correct time and in the
             correct currency;

     (iii)   a debt or commitment of the Borrower or the Guarantor, extraneous
             to this Agreement, amounting to over USD 1,000,000.- or an
             equivalent amount in any other currency, is defaulted in such a way
             that it gives rise to the right to call in the debt, unless such
             default is the result of a reasonable protest on the part of the
             Borrower to such a claim and that a proper defence is maintained.

     (iv)    the debt of the Borrower, according to the bonds issued
             concurrently with this loan (second-class 2002), is in default and
             such default continues for longer than 14 days from the due date,

     (v)     the Borrower and/or the guarantors violate Section 8 concerning the
             insurance of the mortgaged property (v) and the sale of the
             mortgaged property (iii),

     (vi)    the Borrower and/or the guarantors violate other provisions of
             Section 8 than those described in Section 9 (iv) and such violation
             continues for longer than 15 days after the Lender has sent the
             Borrower a request for remedy,

     (vii)   the Borrower's or the guarantor's assets are subjected to
             attachment, a request is submitted for the enforced auction of
             their assets, they petition for a moratorium on debts, they seek
             formal or informal composition agreements with their creditors on
             the cancellation of debts or a request is made for their estates to
             be subjected to bankruptcy proceedings,

     (viii)  a request is made that the Borrower's company or the Guarantor's
             company be dissolved

     (ix)    any information from the Borrower or the guarantor and/or the
             obligations undertaken by the Borrower or the guarantor in
             accordance with this Agreement prove to be substantially wrong,
             inadequate or misleading when they were submitted to the Lender, in
             such a way that it would probably have affected the Lender's
             willingness to grant the loan,

     (x)     any instances or circumstances are present that may, in the opinion
             of the Lender, have a substantial negative effect on the Borrower's
             and / or the guarantor's ability to fulfil their obligations
             pursuant to this Agreement.

      In the event of default, as defined in this Section, the lender may,
      without notice or warning, call in the entire remainder of the loan
      together with accrued interest and other payments due from the Borrower
      pursuant to this Agreement. The Borrower shall pay default interest on the
      due or called-in amount pursuant to Article 3 of the Agreement.

      When the loan is due in accordance with the above, the Lender is entitled,
      without further notice, to seek enforcement of his claims on the security
      provided by the Borrower to the Lender. The Lender may decide, at its sole
      discretion, whether to seek enforcement of all the collateral placed or
      any part of the collateral, and, if the latter, in what order.

10.  NOTICES

     All notices sent by the parties to one another pursuant to this Agreement
     shall be sent as specified below:

     Islandsbanki, Attn. Corporate Finance Division, Kirkjusandur 2, 155
     Reykjavik. Fax. 580-5110.

     Vetrargarourinn ehf., Attn. Board of Directors, Sturlugata 8, 101
     Reykjavik. Fax. 570-1981

     Islensk erfoagreining, Attn. Chief Financial Officer, Sturlugata 8, 101
     Reykjavik. Fax. 570-1981.

     deCODE genetics Inc., Attn. CEO, Sturlugata 8, 101 Reykjavik. Fax.
     570-1981.

     Notices may be sent by fax, provided that the sender takes full
     responsibility that such notices are received by the recipient. The
     Borrower will notify the Lender promptly of any change in his address,
     telephone number, e-mail address or other comparable information.

11.  FORCE MAJEURE

     In the event of a substantial change in the business terms of the Lender as
     a result of events for which the Lender cannot be held responsible, and do
     not relate to his financial standing and lending capacity, all other things
     being equal, e.g. changes in loan markets, government decisions, war,
     nuclear accidents or incidents


<PAGE>
     that can be classified as events of force majeure incidents, with the
     result that the Lender is unable to obtain overseas loan capital for the
     financing of this Agreement on similar terms as those anticipated on its
     negotiation, the Lender may, following prior notification to the Borrower,
     call in the balance of the loan with 60 days' of notice. The Lender is not
     responsible for any potential losses incurred by the Borrower in connection
     with such a calling in of the balance.

12.  FURTHER PROVISIONS

     Headings in this Agreement are solely for convenience and have no
     substantive significance for this Agreement.

     Any disputes arising in respect of this Agreement shall be referred to the
     District Court of Reykjavik.

     The Lender may assign all or any of its rights and obligations hereunder,
     in full or in part, to other financial institutions.

     This Agreement is concluded in 9 numbered pages [in Icelandic] and in two
     copies, one for each party.


In witness whereof, the parties have signed this agreement in the presence of
witnesses to the correct date and signature.

Witnesses to the correct date,             Reykjavik, 13 March 2002
signature and financial competence
 of the parties:

                                           For the Board of Vetrargarourinn ehf.

[illegible]                                [Tomas Sigurdsson]
-----------------------------

Id. No. [290876-3709]
-----------------------------

[Halldor Halldorsson]
-----------------------------

Id. No. [251069-3799]                      For Islandsbanki hf.
-----------------------------              [Erlendur Magnusson]
                                           [Alexander Gudmundsson]

In acceptance of the above in the
 capacity of Guarantors:

For Islensk erfoagreining ehf.             For deCODE genetics, Inc.

[Tomas Sigurdsson]                         [Tomas Sigurdsson]






<PAGE>
ANNEX 1 - LOAN DISBURSEMENT APPLICATION



Islandsbanki
Corporate Finance Division
Kirkjusandur 2
155 Reykjavik

                                           [Place], [Date]



SUBJECT:  REQUEST FOR DISBURSEMENT OF LOAN.

Pursuant to Article 1 of the Agreement between [the Borrower] and
Islandsbanki-FBA hf., dated [date] on a loan in the amount of [currency]
[amount]-, a request is hereby submitted for the loan to be disbursed as
follows:

LOAN[OR PART THEREOF IN [CURRENCY]:]
Date of Disbursement:                            [                          ]
Recipient of Disbursement:                       [Name, Id. No., Address    ]
Account Number                                   [                          ]
Receiving Bank                                   [                          ]
Notes                                            [if appropriate            ]





                                                 Respectfully,




<PAGE>
ANNEX 2 - FOREIGN CURRENCY ACCOUNTS



               FOREIGN CURRENCY ACCOUNTS FOR THE PAYMENT OF LOANS
                         WHEN PAYING IN FOREIGN CURRENCY


Islandsbanki-FBA hf.
State Reg. No. 550500-3530
Kirkjusandur 2
155 Reykjavik


DOMESTIC USD ACCOUNT

<TABLE>
<CAPTION>
Branch  Acct.  type No.     Account No       Currency
------------------------------------------------------
<S>            <C>          <C>              <C>

500              38         119160           USD
</TABLE>


OVERSEAS USD ACCOUNT

<TABLE>
<CAPTION>
Currency      Bank                               SWIFT code     Account number
------------------------------------------------------------------------------
<S>           <C>                                <C>            <C>
USD           Chase Manhattan Bank, New York     CHASU33        544-7-21738
</TABLE>