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                              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 4.3
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 15th day of May, 2002.



                                         By:    /s/ Tanya Zharov
                                                -------------------------------
                                         Name:  Tanya Zharov
                                         Title: Secretary and Corporate Counsel
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                                 ISK 10,000,000.
                                  Indexed Bond
                              Vetrargarourinn ehf.
                State Reg. No. 581201-2490 acknowledges owing to

<TABLE>
<S>                                                   <C>
Islandsbanki-FBA hf.
--------------------------------------------------------------------------------
Name

Kirkjusandur 2, 155 Reykjavik                         550500-3530
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Address                                               Reg. No.
</TABLE>

                             ISK ten million 00/100

The debt is linked to the consumer price index based on the index base of March
2002, which was 220.9 points. The principal of the debt will be adjusted in
proportion to changes in the index from the index base to the first date of
interest payment and then in proportion to changes in the index between
subsequent due dates. A value under the index base rate of the index shall not
be used. The principal of the debt shall be adjusted prior to calculation of the
interest.

On the principal, as current at any time, a fixed annual interest of 12% shall
be paid, calculated from 1 March 2002. Interest shall be paid in arrears,
annually, commencing 1 March 2003.

The principal of the debt shall be paid in a single payment on the due date of
the debt, on 1 March 2007. The Bond may be called in by the Issuer, first on 1
March 2003 and thence annually on each interest due date. In addition to the
payment of the principal and accrued interest, the owner of the Bond shall be
paid an acceleration fee of 4% of the principal in the event that the Bond is
called in after one year, 3% if the Bond is called in after two years, 2% if the
Bond is called in after three years and 1% if the Bond is called in after four
years. Bondholders shall be informed of a calling-in by notification to the
Iceland Stock Exchange, by registered mail to holders or by other verifiable
manner with at least ten working days' notice.

As surety for the prompt and full payment of this debt and including the debt
pursuant to 72 identical Bonds and the debt pursuant to the Loan Agreement
between Vetrargarourinn ehf. and Islandsbanki-FBA hf., amounting to USD
6,620,00.-. the Issuer, Vetrargarourinn ehf., issues a General Bond secured by a
third-rank mortgage with promotion rights, on the property Sturlugata 8,
Reykjavik, amounting to ISK 800,000,000.- and USD 7,280,000.- The General Bond
is issued to Islandsbanki-FBA hf. on their own behalf and on behalf of the
owners of the Bond. Furthermore, an Agreement has been concluded with the
Secured parties, dated 21 December 2001, providing for the obligations of the
parties to the Agreement and the respective legal positions of the Secured
Parties.

As surety for the prompt and full payment of this debt, the following parties
assume a guarantee in solidum. The guarantee shall remain in effect until the
debt is fully paid, regardless of whether a payment deferral on the debt is
granted.

<TABLE>
<S>                                                      <C>
Islensk erfoagreining ehf., State Reg. No. 691295-3549   Sturlugata 8, Reykjavik
For deCODE genetics Inc., Delaware, United States of     Sturlugata 8, Reykjavik
America
</TABLE>
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In the event of any default on the payment of the interest or principal of this
Bond, the total amount of the debt may be called in immediately and without
notice. 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 pursuant to the above. The same applies if the principal
Borrower or Guarantor seek composition or their estates are subjected to
bankruptcy proceedings. When the debt is due pursuant to the above, enforcement
measures may be taken against the Borrower and the Guarantors in order to secure
payment of the debt without prior court judgement or court settlement pursuant
to item 7 of Paragraph 1 of Article 1 of Act No. 90/1089. In addition to the
principal of the debt, the enforcement right extends to interest, price-level
adjustments, penalty interest and claim costs, costs of legal proceedings and
collecting costs, repayment costs of the proceedings themselves and projected
costs of further enforcement proceedings.

The Bond may be assigned to an identified party.

The Borrower shall pay the stamp duties in respect of this Bond.

Any disputes arising in respect of this Bond may be brought before the District
Court of Reykjavik pursuant to the provisions of Chapter 17 of Act No. 91/1991.

The place of payment is Vetrargarourinn ehf., Sturlugata 8, 101 Reykjavik and
the Creditor may collect payment on submission of the Bond. The collection of
the debt may also be assigned to Islandsbanki-FBA or another party, provided
that the said collecting party sends notice of payment to Vetrargarourinn ehf.
containing the reference number specified in the top right-hand corner of this
bond.

In witness whereof, the signatures of the Issuer and the Guarantors are attached
in the presence of witnesses.

                               Reykjavik, 28.02.02

                            For Vetrargarourinn ehf.

                            Tomas Sigurosson [sign.]

In agreement with the above as guarantors:

For Islensk erfoagreining ehf.

Tomas Sigurosson [sign.]

For deCODE genetics, Inc.

Tomas Sigurosson [sign.]

Witnesses to the correct date, signature and financial competence of the Issuer
and Guarantors:

Aoalsteinn E. Jonasson, Id. No. 181266-4309