**MERGER
      AGREEMENT AND PLAN OF REORGANIZATION**




**BY
      AND AMONG**




**CELLVINE
      LTD**




**WI-TRON,
      INC., AND**




**WI-TRON
      ACQUISITION LTD**




**Dated
      as of May 16, 2008**







**TABLE
      OF CONTENTS**




**Page**ARTICLE
                I DEFINITIONS AND CONSTRUCTION
            11.1
            Definitions.
            11.2
            Construction
            12ARTICLE
                II THE MERGER
            122.1
            The
                Merger
            122.2
            The
                Closing
            122.3
            The
                Effective Time
            132.4
            Effects
                of the Merger
            132.5
            Articles
                of Association; Directors and Officers.
            13ARTICLE
                III MANNER OF CONVERTING SECURITIES TREATMENT OF OPTIONS AND
                WARRANTS
            143.1
            Conversion
                and Exchange of Shares in the Merger
            143.2
            Cellvine
                Options.
            143.3
            Cellvine
                Warrants
            153.4
            Intended
                Effect of Exchange Protocol
            153.5
            Surrender
                and Exchange of Cellvine Shares
            153.6
            Cellvine
                Transfer Books; No Further Ownership Rights in Cellvine Shares, Options
                or
                Warrants
            163.7
            No
                Fractional Shares or Warrants
            163.8
            Lost,
                Stolen or Destroyed Certificates or Agreements
            16ARTICLE
                IV REPRESENTATIONS AND WARRANTIES OF CELLVINE
            174.1
            Organization
                and Existence
            174.2
            Corporate
                Power
            174.3
            Authorization
            174.4
            Subsidiaries
            174.5
            Capitalization.
            184.6
            Financial
                Statements.
            194.7
            Absence
                of Certain Changes or Events
            194.8
            Material
                Agreements
            204.9
            Intellectual
                Property
            204.10
            Title
                to Properties and Assets; Liens
            214.11
            Compliance
                with Other Instruments and Laws
            214.12
            Litigation
            224.13
            Government
                or Third Party Consents
            224.14
            Permits
            234.15
            Brokers
                or Finders
            234.16
            Tax
                Returns and Payments
            234.17
            Employees
            234.18
            Employee
                Benefit Plans.
            24




-i-




4.19
            Obligations
                of Management
            254.20
            Obligations
                to Related Parties
            254.21
            Insurance
            254.22
            Environmental
                and Safety Laws
            254.23
            OCS
            264.24
            Disclosure
            26ARTICLE
                V REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB
            265.1
            Organization
                and Standing
            265.2
            Corporate
                Consents
            265.3
            Corporate
                Power
            275.4
            Authorization
            275.5
            Authorized
                Securities
            275.6
            Subsidiaries
            275.7
            Capitalization
            285.8
            Compliance
                with and Status under Securities Laws.
            285.9
            Absence
                of Certain Changes or Events
            305.10
            Internal
                Controls
            305.11
            Material
                Agreements
            305.12
            Intellectual
                Property.
            315.13
            Title
                to Properties and Assets; Liens
            325.14
            Compliance
                with Other Instruments and Laws
            325.15
            Litigation
            325.16
            Governmental
                or Third Party Consents
            335.17
            Permits
            335.18
            Brokers
                or Finders
            335.19
            Tax
                Returns and Payments
            345.20
            Employees
            345.21
            Employee
                Benefit Plans.
            355.22
            Related
                Parties
            365.23
            Insurance
            365.24
            Environmental
                and Safety Laws
            365.25
            No
                Assets; No Liabilities
            365.26
            Application
                of Takeover Protections
            375.27
            Disclosure
            375.28
            Operations
                of Merger Sub
            375.29
            Trading
                Matters
            375.30
            Foreign
                Corrupt Practices
            375.31
            OFAC
            375.32
            Patriot
                Act
            38ARTICLE
                VI ADDITIONAL AGREEMENTS
            386.1
            Confidentiality
                and Announcements
            386.2
            Tax
                Free Exchange for U.S. Federal Income Tax Purposes
            386.3
            Merger
                Proposal, Notice and Actions by Companies Registrar.
            396.4
            Cellvine
                Merger General Meetings.
            39




-ii-




6.5
            Israeli
                Income Tax Rulings and Israeli Tax Withholding.
            406.6
            Israeli
                Antitrust, Investment Center and OCS Compliance
            416.7
            Transaction
                Reporting
            426.8
            Notices
                and other Filings From or to Governmental Authorities
            426.9
            Parent
                Directors
            436.10
            Indemnification
                and D&O Insurance.
            436.11
            Other
                Insurance Matters
            446.12
            Covenants
                Relating To Conduct Of Business
            446.13
            Access
                to Parent and Merger Sub
            446.14
            Access
                to Cellvine
            446.15
            Confidentiality
            446.16
            Parent
                Information Statement and Parent Shareholder Action By Written
                Consent
            456.17
            Prohibited
                Actions Pending Closing
            456.18
            Termination
                and Execution of Employment Agreements
            466.19
            Further
                Assurances
            466.20
            Lock-up
                Agreements
            476.21
            Parent
                Liabilities
            476.22
            Rights
                to Parent Securities
            476.23
            Internal
                Controls
            476.24
            Notices
                and Consents
            476.25
            No
                Additional Representations or Warranties
            47ARTICLE
                VII CONDITIONS PRECEDENT TO THE CLOSING
            487.1
            Conditions
                Precedent to Each Party’s Obligation to Effect the Merger
            487.2
            Conditions
                Precedent to Obligations of Parent and Merger Sub
            487.3
            Conditions
                Precedent to Obligations of Cellvine
            497.4
            Post-Closing
                Events
            527.5
            Waiver
                of Conditions
            52ARTICLE
                VIII TERMINATION
            528.1
            Termination
            528.2
            Liability
            53ARTICLE
                IX INDEMNIFICATION
            539.1
            Survival
            539.2
            Indemnification
            539.3
            Holdback;
                Limitation of Liability
            539.4
            Satisfaction
                of Parent Indemnification
            549.5
            Sole
                Remedy; Limitation of Damages; Basket
            549.6
            Right
                to Indemnification Not Affected by Knowledge or Waiver
            55ARTICLE
                X MISCELLANEOUS
            5510.1
            Successors
                and Assigns
            5510.2
            Counterparts
            5510.3
            Facsimile
            5510.4
            Captions
                and Headings
            55




-iii-




10.5
            Notices
            5510.6
            Amendments
                and Waivers
            5610.7
            Enforceability;
                Severability
            5610.8
            Governing
                Law
            5710.9
            Waiver
                of Jury Trial
            5710.10
            No
                Third Party Beneficiaries
            5710.11
            Entire
                Agreement
            5710.12
            Delays
                or Omissions
            5710.13
            Expenses
            5810.14
            Schedules,
                Exhibits and Schedule of Exceptions
            58





-iv-


**MERGER
      AGREEMENT AND PLAN OF REORGANIZATION**




**THIS
      MERGER AGREEMENT AND PLAN OF REORGANIZATION** (this
“ ***Agreement*** ”)
      is
      entered into as of May 16, 2008, among **CELLVINE
      LTD** ,
      an
      Israeli corporation (“ ***Cellvine*** ”), **WI-TRON,
      INC.** ,
      a
      Delaware corporation (“ ***Parent*** ”),
      and **WI-TRON
      ACQUISITION LTD** ,
      an
      Israeli corporation and a wholly-owned subsidiary of Parent (“ ***Merger
      Sub*** ”).




**W
      I T N E S S E T H:**




**WHEREAS** ,
      each of
      the Boards of Directors of Cellvine, Parent and Merger Sub have, pursuant to
      the
      laws of their respective country or state of incorporation, approved this
      Agreement and the consummation of the transactions contemplated hereby,
      including the merger of Merger Sub with and into Cellvine (the “ ***Merger*** ”),
      and
      the Boards of Directors of each of Cellvine, Parent and Merger Sub have declared
      that this Agreement is advisable, fair and in the best interests of their
      respective shareholders and approved the Merger upon the terms and subject
      to
      the conditions set forth herein in accordance with the DGCL and the Israel
      Companies Law (as each is hereafter defined) and the Board of Directors of
      each
      of Merger Sub and Cellvine have determined that considering the financial
      position of the merging companies, no reasonable concern exists that the
      Surviving Company (as hereinafter defined) will be unable to fulfill its
      obligations to its creditors;




**WHEREAS** ,
      immediately prior to Closing (as defined below), Parent intends to raise, by
      way
      of a registration or prospectus-exempt private placement financing, not less
      than $3 million by issuance of equity securities of Parent on substantially
      the
      same terms as set forth on Exhibit A (the “ ***Financing*** ”);




**WHEREAS** ,
      the
      parties to this Agreement intend that the Merger will qualify as a
      reorganization pursuant to the U.S. Internal Revenue Code of 1986, as amended
      (the “ ***Code*** ”)
      Section 368(a)(1)(A) and a tax-free merger event under the Israeli Income Tax
      Ordinance and the parties have agreed not to take actions that would cause
      the
      Merger not to qualify as such a reorganization or tax-free merger;
      and




**WHEREAS** ,
      Parent,
      Merger Sub and Cellvine desire to make certain representations, warranties
      and
      agreements in connection with, and establish various conditions precedent to,
      the Merger; and




**NOW,
      THEREFORE** ,
      in
      consideration of the foregoing, and for other good and valuable consideration,
      the receipt and sufficiency of which are hereby acknowledged, including the
      representations, warranties, covenants and agreements of the parties, the
      parties hereto agree as follows:




**ARTICLE
      I**


**DEFINITIONS
      AND CONSTRUCTION**




**1.1**  **Definitions** .




“ ***102
      Eligible Taxpayer*** ”
shall
      have the meaning set forth in Section 6.5(a) .









“ ***Affiliate*** ”
shall
      mean, as to any Person, any other Person controlled by, under the control of,
      or
      under common control with, such Person. As used in this definition, “control”
shall mean possession, directly or indirectly, of the power to direct or cause
      the direction of management or policies (whether through ownership of securities
      or partnership or other ownership interests, by contract or
      otherwise).




“ ***Amended
      Articles*** ”
shall
      have the meaning set forth in Section 2.5(a) .




“ ***AMEX*** ”
shall
      mean the American Stock Exchange.




“ ***Articles*** ”
shall
      have the meaning set forth in Section 2.5(a) .




“ ***Cellvine
      Confidentiality Agreement*** ”
shall
      have the meaning set forth in Section 4.9(b) .




“ ***Cellvine
      Confidentiality Undertaking*** ”
shall
      have the meaning set forth in Section 4.9(b) .




“ ***Cellvine
      Employee Benefit Plans*** ”
shall
      mean all Employee Benefit Plans with respect to which Cellvine or any Affiliate
      of Cellvine has any obligation or liability, contingent or
      otherwise.




“ ***Cellvine
      Escrowed Securities*** ”
shall
      have the meaning set forth in Section 9.3 .




“ ***Cellvine
      Financial Statements*** ”
shall
      have the meaning set forth in Section 4.6 .




“ ***Cellvine
      General Meeting*** ”
shall
      have the meaning set forth in Section 6.3(a) .




“ ***Cellvine
      Indemnitees*** ”
shall
      have the meaning set forth in Section 6.10(a) .




“ ***Cellvine
      Intellectual Property*** ”
shall
      have the meaning set forth in Section 4.9 .




“ ***Cellvine
      Lock-up Agreements*** ”
shall
      have the meaning set forth in Section 6.20(a) .




“ ***Cellvine
      Material Agreement*** ”
shall
      have the meaning set forth in Section 4.8 .




“ ***Cellvine
      Merger Proposal*** ”
shall
      have the meaning set forth in Section 6.3(a) .




“ ***Cellvine
      Optionholder*** ”
shall
      mean a Person who holds any Cellvine Options.




“ ***Cellvine
      Options*** ”
shall
      have the meaning set forth in Section 3.2(b) .




“ ***Cellvine
      Option Plan*** ”
shall
      mean the Cellvine 2004 Option Plan.




“ ***Cellvine
      Ordinary Shares*** ”
shall
      mean the ordinary shares of Cellvine, NIS 0.01 par value per share.




“ ***Cellvine
      Preferred A Shares*** ”
shall
      mean the Series A Preferred Shares of Cellvine, par value NIS 0.01 per
      share.




2




“ ***Cellvine
      Preferred B Shares*** ”
shall
      mean the Series B Preferred Shares of Cellvine, par value NIS 0.01 per
      share.




***“*** ***Cellvine
      Preferred C-1 Shares*** ***”*** shall
      mean the Series C-1 Preferred Shares of Cellvine, par value NIS 0.01 per
      share.




“ ***Cellvine
      Preferred C-2 Shares*** ”
shall
      mean the Series C-2 Preferred Shares of Cellvine, par value NIS 0.01 per
      share.




“ ***Cellvine
      Preferred C-3(1) Shares*** ”
shall
      mean the Series C-3(1) Preferred Shares of Cellvine, par value NIS 0.01 per
      share.




“ ***Cellvine
      Preferred C-3(2) Shares*** ”
shall
      mean the Series C-3(2) Preferred Shares of Cellvine, par value NIS 0.01 per
      share.




“ ***Cellvine
      Preferred C-4 Shares*** ”
shall
      mean the Series C-4 Preferred Shares of Cellvine, par value NIS 0.01 per
      share.




“ ***Cellvine
      Preferred D Shares*** ”
shall
      mean the Series D Preferred Shares of Cellvine, par value NIS $0.01 per
      share.




“ ***Cellvine
      Preferred Stock*** ”
shall
      mean the Cellvine Preferred A Shares, the Cellvine Preferred B Shares, the
      Cellvine Preferred C-1 Shares, the Cellvine Preferred C-2 Shares, the Cellvine
      Preferred C-3(1) Shares, the Cellvine Preferred C-3(2) Shares, the Cellvine
      Preferred C-4 Shares and the Cellvine Preferred D Shares.




“ ***Cellvine
      Securities*** ”
shall
      mean collectively the Cellvine Shares, the Cellvine Options and the Cellvine
      Warrants.




“ ***Cellvine
      Securityholder*** ”
shall
      mean a Person who holds any Cellvine Securities.




“ ***Cellvine
      Shareholder*** ”
shall
      mean a Person who holds any Cellvine Shares.




“ ***Cellvine
      Shares*** ”
shall
      mean the issued and outstanding Cellvine Ordinary Shares and Cellvine Preferred
      Stock.




“ ***Cellvine
      Stock Certificate*** ”
shall
      have the meaning set forth in Section 3.5 .




“ ***Cellvine
      Warrantholder*** ”
shall
      mean a Person who holds any Cellvine Warrants.




“ ***Cellvine
      Warrants*** ”
shall
      have the meaning set forth in Section 3.3 .




“ ***Certificate
      of Merger*** ”
shall
      have the meaning set forth in Section 2.3 .




“ ***Closing*** ”
shall
      mean the consummation of the Merger and the Financing as provided in Section 2.2 .




“ ***Closing
      Date*** ”
shall
      mean the date on which the Closing is completed and shall also have the meaning
      set forth in Section 2.2 .




3




“ ***Closing
      Escrow Agent*** ”
shall
      be Greenberg Traurig, P.A.




“ ***Closing
      Escrow*** ”
shall
      have the meaning set forth in Section 7.4 .




“ ***Code*** ”
shall
      have the meaning set forth in the preambles to this Agreement.




“ ***Companies
      Registrar*** ”
shall
      have the meaning set forth in Section 2.3 .




“ ***Confidentiality
      Agreement*** ”
shall
      have the meaning set forth in Section 6.15 .




“ ***DGCL*** ”
shall
      mean the Delaware General Corporation Law, as amended.




“ ***Director
      Nominees*** ”
shall
      have the meaning set forth in Section 6.9 .




“ ***Effective
      Time*** ”
shall
      have the meaning set forth in Section 2.3 .




“ ***Electing
      Securityholder*** ” **** shall
      have the meaning set forth in Section 6.5(a) .




“ ***Eligible
      Market*** ”
shall
      mean the OTCBB or such other market as the shares of Parent Common Stock are
      traded.




“ ***Eligible
      Taxpayer*** ”
shall
      have the meaning set forth in Section 6.5(a) .




“ ***Employee
      Benefit Plans*** ”
shall
      mean (i) all “ ***employee
      benefit plans*** ”,
      (ii)
      all employment, consulting, individual compensation and collective bargaining
      agreements and (iii) all other employee benefit plans, policies,
      agreements, or arrangements, including any bonus or other incentive
      compensation, stock purchase, equity or equity-based compensation, deferred
      compensation, change in control, termination, severance, sick leave, vacation,
      loans, perquisites, salary continuation, health, disability, life insurance
      and
      educational assistance plans, policies, agreements or arrangements.




“ ***Employee
      Contract*** ”
shall
      mean any written or oral contract, agreement, arrangement, policy, program,
      plan
      or practice (exclusive of any such contract which is terminable within 30 days
      without liability to the party terminating), directly or indirectly providing
      for or relating to any employment, consulting, remuneration, compensation or
      benefit, severance or other similar arrangement, termination of insurance
      coverage (including any self-insured arrangements), medical-surgical-hospital
      or
      other health benefits, workers’ compensation, disability benefits, supplemental
      employment benefits, vacation benefits and other forms of paid or unpaid leave,
      retirement benefits, tuition reimbursement, deferred compensation, savings
      or
      bonus plans, profit-sharing, stock options, stock appreciation rights or other
      forms of incentive compensation or post-retirement compensation or benefit,
      employment guarantee or security, or limitation on right to discipline or
      discharge, or relating to confidentiality, nonsolicitation, ownership of
      inventions, noncompetition or similar items which (i) is not an Employee
      Benefit Plan, (ii) has been entered into or maintained, as the case may be,
      by a party thereto and (iii) covers any one or more employees.




“ ***Employment
      Agreements*** **”** shall
      mean the employment agreements to be entered into by the Parent and the
      individuals listed on Schedule 7.3(g) hereto,
      substantially in the form of Exhibit E ,
      each of
      which shall include new provisions regarding compensation and provide for a
      commitment of six (6) months employment and three (3) months required notice
      of
      termination and a release of Parent and its Affiliates from rights and claims
      other than those granted under the Employment Agreements.




4




“ ***End
      Date*** ”
shall
      mean August 31, 2008.




“ ***ERISA*** ”
shall
      mean the Employee Retirement Income Security Act of 1974, as
      amended.




“ ***ERISA
      Affiliate*** ”
shall
      mean any entity (whether or not incorporated) which would be treated as a single
      employer with Parent under Sections 414(b), (c), (m) or (o) of the Code and
      the regulations thereunder.




“ ***Escrow
      Agreement*** ”
shall
      have the meaning set forth in Section 9.3 .




“ ***Exchange
      Act*** ”
shall
      mean the Securities Exchange Act of 1934, as amended, together with all rules
      and regulations promulgated thereunder.




“ ***Exchange
      Protocol*** ”
shall
      mean Schedule
      3 describing the manner of determining (i) the number of Cellvine Securities
      to be exchanged for Parent Shares and (ii) the allocation of Parent Shares,
      Parent Assumed Options and Parent Assumed Warrants amongst the Cellvine
      Securityholders, respectively, as specified in Sections 3.1 , 3.2 and 3.3 with the
      intended effect that is reflected in Section 3.4 .
      and to
      be reflected in the worksheets and certified lists to be provided pursuant
      to
      the Exchange Protocol.




“ ***Exhibits*** ”
shall
      mean the exhibits appended hereto and thereby made part hereof as
      follows:




Exhibit
                A–Financing
                TermsExhibit
                B–Cellvine
                Lock-up AgreementsExhibit
                C–Parent
                Lock-up AgreementsExhibit
                D–Escrow
                AgreementExhibit
                E–Form
                of Employment Agreement with Key EmployeesExhibit
                F–Parent
                By-laws





“ ***Financing*** ”
shall
      have the meaning set forth in the preambles to this Agreement.




“ ***Financing
      Liabilities*** **”** shall
      have the meaning set forth in Section 7.3(n) .




“ ***GAAP*** ”
shall
      mean accounting principles generally accepted in the United States of America
      applied on a consistent basis throughout the periods indicated, and where
      qualified by “ ***Israeli*** ”
(i.e.
      “ ***Israeli
      GAAP*** ”)
      shall
      mean accounting principles generally accepted in Israel.




“ ***Governmental
      Authority*** ”
shall
      mean any foreign, federal, national, state or local judicial, legislative,
      executive or regulatory body, authority or instrumentality, whether Israeli,
      United States or otherwise.




5




“ ***Hazardous
      Substances*** ”
shall
      mean any substance, waste, contaminant, pollutant or material that has been
      determined by any Governmental Authority to be capable of posing a risk of
      injury to health, safety, property or the environment.




“ ***Holdback*** ”
shall
      have the meaning set forth in Section 9.3 .




“ ***Holding
      Period*** ”‘
shall
      have the meaning set forth in Section 6.5(a) .




“ ***Indebtedness*** ”
of
      any
      Person shall mean, without duplication (A) all indebtedness for borrowed money,
      (B) all obligations issued, undertaken or assumed as the deferred purchase
      price
      of property or services (other than trade payables entered into in the ordinary
      course of business), (C) all reimbursement or payment obligations with respect
      to letters of credit, surety bonds and other similar instruments, (D) all
      obligations evidenced by notes, bonds, debentures or similar instruments,
      including obligations so evidenced incurred in connection with the acquisition
      of property, assets or businesses, (E) all indebtedness created or arising
      under
      any conditional sale or other title retention agreement, or incurred as
      financing, in either case with respect to any property or assets acquired with
      the proceeds of such indebtedness (even though the rights and remedies of the
      seller or bank under such agreement in the event of default are limited to
      repossession or sale of such property), (F) all monetary obligations under
      any
      leasing or similar arrangement which, in connection with applicable GAAP,
      consistently applied for the periods covered thereby, is classified as a capital
      lease, (G) all indebtedness referred to in clauses (A) through (F) above secured
      by (or for which the holder of such Indebtedness has an existing right,
      contingent or otherwise, to be secured by) any Lien upon or in any property
      or
      assets (including accounts and contract rights) owned by any Person, even though
      the Person which owns such assets or property has not assumed or become liable
      for the payment of such indebtedness and (H) all guaranties in respect of
      indebtedness or obligations of others of the kinds referred to in clauses (A)
      through (G) above.




“ ***Insolvent*** ”
shall
      mean, with respect to any Person, (i) the present fair saleable value of such
      Person’s assets is less than the amount required to pay such Person’s total
      Indebtedness, (ii) such Person is unable to pay its debts and liabilities,
      subordinated, contingent or otherwise, as such debts and liabilities become
      absolute and matured, (iii) such Person intends to incur or believes that it
      will incur debts that would be beyond its ability to pay as such debts mature
      or
      (iv) such Person has unreasonably small capital with which to conduct its
      business as such business is now conducted and is proposed to be
      conducted.




“ ***Intellectual
      Property*** ”
shall
      mean all trademarks and trademark rights, trade names and trade name rights,
      service marks and service mark rights, service names and service name rights,
      patents and patent rights, brand names, trade dress, product designs, product
      packaging, business and product names, logos, slogans, rights of publicity,
      trade secrets, inventions, formulae, industrial models, processes, designs,
      specifications, data, technology, methodologies, computer programs (including
      all source codes), any other confidential and proprietary right or information,
      whether or not subject to statutory registration, and all related technical
      information, manufacturing, engineering and technical drawings, know-how and
      all
      pending applications for and registrations of patents, trademarks, service
      marks
      and copyrights, and the right to sue for past infringement, if any, in
      connection with any of the foregoing, and all documents, disks and other media
      on which any of the foregoing is stored.




6




“ ***Investment
      Center*** ”
shall
      mean the Investment Center at the Israeli Ministry of Industry, Trade and
      Labor.




“ ***Israel
      Companies Law*** ”
shall
      mean Israel Companies Law 5759-1999.




“ ***Israeli
      Company Shareholder Approvals*** ”
shall
      have the meaning set forth in Section 7.1(a) .




“ ***Israeli
      Income Tax Ordinance*** ”
shall
      mean the Israel Income Tax Ordinance [New **** Version].




“ ***Israeli
      Offering*** ”
shall
      have the meaning set forth in Section 6.8(b) .




“ ***Israeli
      Income Tax Ruling*** ***”*** **** shall
      have the meaning set forth in Section 6.5 (a) .




“ ***Israeli
      Section 102 Tax Ruling*** ***”*** **** shall
      have the meaning set forth in Section 6.5 (a) .




“ ***Israeli
      Tax Ruling*** ”
shall
      have the meaning set forth in Section 6.5 .




“ ***Law*** ”
shall
      mean any law, statute, rule, regulation, judgment, decree, order, ordinance,
      code, regulation, arbitration award, grant, franchise, permit and license or
      other legally enforceable requirement of or by any Governmental Authority,
      whether Israeli, United States or otherwise.




“ ***Letter
      of Transmittal*** ”
shall
      mean a letter of transmittal in such form as reasonably presented to the
      Cellvine Shareholder by Parent a reasonable amount of time prior to the
      Effective Time.




“ ***Liability*** ”
shall
      mean any debt, liability or obligation, whether known or unknown, asserted
      or
      unasserted, accrued, absolute, fixed, contingent or otherwise or whether due
      to
      or to become due.




“ ***Lien*** ”
shall
      mean any mortgage, pledge, security interest, encumbrance, lien or charge of
      any
      kind, including any conditional sale or other title retention agreement, any
      lease in the nature thereof and any lien or charge arising by Law.




“ ***Losses*** ”
shall
      have the meaning set forth in Section 9.2(a) .




“ ***Material
      Adverse Effect*** ”
shall
      mean, with respect to a specific party, a change (or effect) in the condition
      (financial or otherwise), properties, assets, liabilities, rights, operations,
      business, or prospects of such party, which change (or effect), individually
      or
      in the aggregate, could reasonably be expected to be materially adverse to
      such
      condition, properties, assets, liabilities, rights, operations, business or
      prospects.




“ ***Merger*** ”
shall
      have the meaning set forth in the preambles of this Agreement.




“ ***Merger
      Sub Articles*** ”
shall
      have the meaning set forth in Section 5.1 .




“ ***Merger
      Sub General Meeting*** ”
shall
      have the meaning set forth in Section 6.3(a) .




7




“ ***Non-102
      Eligible Taxpayer*** ”
shall
      have the meaning set forth in Section 6.5(a) .




“ ***Non-Electing
      Non-102 Holders*** ”
shall
      have the meaning set forth in Section 6.5(c) .




“ ***OCS*** ”
shall
      mean the Office of the Chief Scientist of the Israel Ministry of Industry,
      Trade
      and Labor.




“ ***OTCBB*** ”
shall
      mean the Over-the-Counter Bulletin Board.




“ ***Parent
      Assumed Options*** ”
shall
      have the meaning set forth in Section 3.2 (b) .




“ ***Parent
      Assumed Warrants*** ”
shall
      mean all issued and outstanding Cellvine Warrants assumed by Parent and
      exercisable for Parent Shares, in accordance with the Exchange Protocol as
      described in Section 3.3 .




“ ***Parent
      By-laws*** ”
shall
      mean the by-laws of the Parent, as amended.




“ ***Parent
      Certificate*** ”
shall
      mean the Certificate of Incorporation of Parent, as amended.




“ ***Parent
      Common Stock*** ”
shall
      mean Parent’s common stock, $0.0001 par value per share.




“ ***Parent
      Confidentiality Agreement*** ”
shall
      have the meaning set forth in Section 5.12(b) .




“ ***Parent
      Convertible Securities*** ”
shall
      have the meaning set forth in Section 3.4 .




“ ***Parent
      Employee Benefit Plans*** ”
shall
      mean all Employee Benefit Plans with respect to which Parent or any ERISA
      Affiliate of Parent has any obligation or liability, contingent or
      otherwise.




“ ***Parent
      Financial Statements*** ”
shall
      have the meaning set forth in Section 5.8(c) .




“ ***Parent
      Incentive Compensation Plan*** ”
shall
      mean, prior to Closing, the Parent Incentive Compensation Plan as to be proposed
      by Cellvine to be in effect at Closing.




“ ***Parent
      Intellectual Property*** ”
shall
      have the meaning set forth in Section 5.12(a) .




“ ***Parent
      Liability Limitation*** ”
shall
      have the meaning set forth in Section 9.4 .




“ ***Parent
      Lock-up Agreements*** ”
shall
      have the meaning set forth in Section 6.20(b) .




“ ***Parent
      Material Agreement*** ”
shall
      have the meaning set forth in Section 5.11 .




“ ***Parent
      Optionholder*** ”
shall
      mean a Person who holds any Parent Options.




“ ***Parent
      Options*** ”
shall
      mean the outstanding and unexercised options to purchase shares of Parent Common
      Stock.




“ ***Parent
      Preferred Shares*** ”
shall
      have the meaning set forth in Section 5.7 (a) .




8




“ ***Parent
      SEC Reports*** ”
shall
      have the meaning set forth in Section 5.8(a) .




“ ***Parent
      Securities*** ”
shall
      mean collectively the Parent Shares and any outstanding Parent Convertible
      Securities.




“ ***Parent
      Securities Reports*** ”
shall
      have the meaning set forth in Section 5.8(a) .




“ ***Parent
      Securityholder*** ”
shall
      mean a Person who holds any Parent Securities.




“ ***Parent
      Shares*** ”
shall
      mean the shares of Parent Common Stock, as constituted immediately prior to
      the
      Merger being consummated but after the reverse-split of such shares on a one
      for
      120 basis after the date hereof.




“ ***Parent
      Shareholder*** ”
shall
      mean a Person who holds any Parent Shares.




“ ***Parent
      Warrantholder*** ”
shall
      mean a Person who holds any Parent Warrants.




“ ***Parent
      Warrants*** ”
shall
      mean the outstanding and unexercised warrants to purchase shares of Parent
      Common Stock.




“ ***Permitted
      Lien*** ”
shall
      mean (i) Liens for current taxes not yet due and payable, and provided for
      on
      the applicable financial statements, and (ii) *de
      minimis* Liens
      and defects in title which do not in any case, individually or in the aggregate,
      materially detract from the value, continued ownership, use or operation of
      the
      property subject thereto or materially impair business operations, and that
      have
      not arisen other than in the ordinary course of business.




“ ***Person*** ”
shall
      mean all natural persons, corporations, business trusts, associations,
      unincorporated organizations, limited liability companies, partnerships, joint
      ventures and other entities and Governmental Authorities or any department
      or
      agency thereof.




“ ***Proceeding*** ”
shall
      mean an action, claim, suit, investigation or proceeding (including, an
      investigation or partial proceeding, such as a deposition), whether commenced
      or
      threatened in writing.




“ ***Related
      Agreements*** ”
shall
      mean all instruments, agreements and other documents executed and delivered
      or
      to be executed and delivered pursuant to this Agreement.




“ ***Related
      Party*** ”
with
      respect to any specified Person, shall mean: (i) any Affiliate of such
      specified Person, or any director, executive officer, general partner or
      managing member of such Affiliate; (ii) any Person who serves or within the
      past five years has served as a director, executive officer, partner, member
      or
      in a similar capacity of such specified Person; (iii) any immediate family
      member of a Person described in clause (ii); or (iv) any other Person
      who holds, individually or together with any Affiliate of such other Person
      and
      any member(s) of such Person’s immediate family, more than 1% of the outstanding
      equity or ownership interests of such specified Person. For the avoidance of
      doubt, “ ***Related
      Party*** ”,
      with
      respect to Parent, shall include Tek Ltd.




9




“ ***Schedule
      of Exceptions*** ”
shall
      mean a schedule titled as such and, for each party, signed by a representative
      of each party hereto, which schedule qualifies any representation made herein
      by
      such party which is less than fully correct as of the date hereof. The Schedule
      of Exceptions of each party shall be updated by such party as of Closing, and
      for such party, signed by a representative of such party and shall include
      any
      additional qualifications to any representation made by such party which is
      less
      than fully covered and shall also disclose any failure of such party to fully
      comply with any covenant herein, or any other disclosure deemed necessary or
      desirable by the party making it, and if and when the schedule is signed and
      accepted by each other party through its authorized representative, it shall
      be
      conclusive proof of the acceptance by the signing parties of any such
      qualification, disclosure and/or performance failure and acquiescence with
      such
      matters for purposes of proceeding to Closing notwithstanding.




“ ***Schedules*** ”
shall
      mean the following schedules delivered by Cellvine to Parent and Parent to
      Cellvine pursuant to this Agreement.




**Schedule**
            
            **Section**List
                of Closing Deliveries of each of the Parties
            
            2.2Exchange
                Protocol
            
            3Conditions
                to Cellvine Authorization
            
            4.3Cellvine
                Securityholders List
            
            4.5Cellvine
                Financial Statements
            
            4.6Cellvine
                Undisclosed Liabilities
            
            4.6(a)Cellvine
                Absence of Certain Changes or Events
            
            4.7Cellvine
                Material Agreements
            
            4.8Cellvine
                Intellectual Property
            
            4.9Cellvine
                Title to Property
            
            4.10Cellvine
                Consents
            
            4.13Cellvine
                Employees and Employee Agreement Terms
            
            4.17Cellvine
                Employee Benefit Plans
            
            4.18Cellvine
                Obligations of Management
            
            4.19Cellvine
                Obligations to Related Parties
            
            4.20Parent
                Securityholders List
            
            5.5Parent
                Subsidiaries
            
            5.6Parent
                Capitalization
            
            5.7(b)Parent
                Undisclosed Liabilities
            
            5.8Absence
                of Certain Changes or Events
            
            5.9Parent
                Material Agreements
            
            5.11Parent
                Intellectual Property
            
            5.12Parent
                Confidential Information and Invention Assignment
                Agreements
            
            5.12(b)Parent
                Title to Property
            
            5.13Parent
                Litigation
            
            5.15Parent
                Franchises, Permits, Licenses,
            
            5.17Parent
                Tax Returns and Payments
            
            5.19Parent
                Employees and Employee Agreement Terms
            
            5.20Parent
                Employee Benefit Plans
            
            5.21Parent
                Obligations to Related Parties
            
            5.22Parent
                Assets and Liabilities
            
            5.24




10




**Schedule**
              
              **Section**Confidentiality
                  Agreement
              
              6.15Required
                  Amendments to Parent Corporate Documents
              
              6.17(e)Extraordinary
                  Payments to Parent officers, directors, employees or Parent
                  Securityholders
              
              6.17(j)Terminated
                  Employment Agreements
              
              6.18Cellvine
                  Lock-up Persons
              
              6.20(a)Parent
                  Lock-up Persons
              
              6.20(b)Cellvine
                  Third Party Consents
              
              7.2(d)Parent
                  Third Party Consents
              
              7.3(c)Employment
                  Agreements
              
              7.3(g)Parent
                  Resignations
              
              7.3(k)Parent
                  Closing Indebtedness
              
              7.3(n)Parent
                  Shareholder Rights, Agreements and Restrictions on
                  Transfer
              
              7.3(q)




“ ***SEC*** ”
shall
      mean the United States Securities and Exchange Commission.




“ ***Securities
      Act*** ” **** shall
      mean the Securities Act of 1933, as amended.




“ ***Shell
      Company*** **”** shall
      have the meaning set forth in Section
      5.8(f) .




“ ***Subsidiary*** ”
shall
      mean, as to any Person, any Affiliate corporation or other entity of which
      at
      least the majority of the equity or voting interests are owned, directly or
      indirectly, by such first Person.




“ ***Surviving
      Company*** ”
shall
      have the meaning set forth in Section 2.1 .




“ ***Takeover
      Protections*** ”
shall
      mean any control share acquisition, business combination, poison pill (including
      any distribution under a rights agreement) or other similar anti-takeover
      provision under an entity’s charter documents or the laws of its state of
      incorporation.




“ ***Tax*** ”
or
      “ ***Taxes*** ”
shall
      include, under the Laws of the United States, Israel or any other jurisdiction,
      any federal, state, local, or foreign income, gross receipts, license, payroll,
      employment, excise, severance, stamp, occupation, premium, windfall profits,
      environmental (including taxes under Section 59A of the Code), customs duties,
      capital stock, franchise, profits, withholding, social security (or similar),
      unemployment, disability, real property, personal property, sales, use,
      transfer, registration, value added, alternative or add-on minimum, estimated,
      or any other tax of any kind whatsoever, including any interest, penalty, or
      addition thereto, whether or not disputed.




“ ***Tax
      Return*** ”
shall
      mean any return, declaration, report, claim for refund, or information return
      or
      statement related to Taxes, including any schedule or attachment thereto, and
      including any amendment thereof.




“ ***Triggering
      Event*** ”
shall
      have the meaning set forth in Section 6.2(b) .




11




**1.2**  **Construction** .




(a)  The
      headings and captions used herein are intended for convenience of reference
      only, and shall not modify or affect in any manner the meaning or interpretation
      of any of the provisions of this Agreement.




(b)  As
      used
      herein, the singular shall include the plural, the masculine and feminine
      genders shall include the neuter, and the neuter gender shall include the
      masculine and feminine, unless the context otherwise requires.




(c)  The
      words
“ ***hereof,*** ”
      “ ***herein,*** ”
and
      “ ***hereunder,*** ”
and
      words of similar import, when used in this Agreement shall refer to this
      Agreement as a whole and not to any particular provision of this
      Agreement.




(d)  Unless
      specified to the contrary, all references herein to sections, schedules or
      exhibits shall be deemed to refer to Sections of and Schedules or Exhibits
      to
      this Agreement. All Exhibits and Schedules to this Agreement are integrated
      into
      this Agreement as if fully set forth herein.




(e)  The
      words
“ ***include,*** ”
      “ ***includes*** ”
and
      “ ***including*** ”
when
      used herein shall be deemed in each case to be followed by the words
“ ***without
      limitation*** ***.*** ”




(f)  “ ***Knowledge*** ”,
      “ ***to
      the knowledge*** ”,
      “ ***to
      the best knowledge, information and belief*** ”
or
      any
      similar phrase shall be deemed to mean that an individual or the directors
      or
      executive officers of an entity (i) is actually aware of a particular fact
      or
      matter or (ii) could be expected to discover or otherwise become aware of that
      fact or matter in the course of conducting a reasonable investigation regarding
      the accuracy of any representation or warranty contained in this
      Agreement.




(g)  The
      parties agree that, because all parties participated in negotiating and drafting
      this Agreement, no rule of construction shall apply to this Agreement which
      construes ambiguous language in favor of or against any party by reason of
      that
      party’s role in drafting this Agreement.




**ARTICLE
      II**


**THE
      MERGER**




**2.1**  **The
      Merger** .
      Upon
      the terms and subject to the conditions set forth in this Agreement, at the
      Effective Time (as defined in Section 2.3 hereof)
      in accordance with the provisions of the Israel Companies Law, Merger Sub shall
      be merged with and into Cellvine. At the Effective Time, the separate existence
      of Merger Sub shall cease, and Cellvine shall continue as the surviving
      corporation of the Merger (hereinafter sometimes referred to as the
“ ***Surviving
      Company*** ”).
      For
      the purposes of the Israel Companies Law and in connection with the Merger,
      Cellvine shall be deemed to be the “ ***receiving
      company*** ”
and
      Merger Sub shall be deemed to be the “ ***target
      company*** ”.




**2.2**  **The
      Closing** .
      The
      closing of the Merger and the other transactions contemplated by this Agreement
      (the “ ***Closing*** ”)
      shall
      take place at the offices of Greenberg Traurig P.A., in Miami, Florida, or
      such
      other place as agreed by the parties (and with consent of the parties,
      concurrently in such additional places as is appropriate given the nature of
      the
      transactions), commencing at 9:00 a.m. Eastern Standard Time of the second
      business day following the satisfaction or waiver of all conditions to the
      obligations of the parties to consummate the transactions contemplated hereby
      (other than conditions with respect to actions the respective parties will
      take
      (i) at the Closing itself or (ii) as soon as practicable following the Closing,
      as set forth in Section 7.4 below)
      or such other date as the parties may mutually determine (the “ ***Closing
      Date*** ”). Schedule 2.2 contains
      a list of the certificates, securities, funds, consents, authorizations and
      other documents that are to be delivered by each party to the other party or
      parties (or to shareholders of the parties and other third parties) at or prior
      to Closing.




12




**2.3**  **The** **Effective
      Time** .
      The
      Merger shall become effective on the date and at the time that the Registrar
      of
      Companies of the State of Israel (the “ ***Companies
      Registrar*** ”)
      provides the Surviving Corporation with the certificate of merger (the
“ ***Certificate
      of Merger*** ”)
      in
      accordance with Section 323(5) of the Israel Companies Law after receipt
      from Cellvine and the Merger Sub of all required notices in accordance with
      Part
      Eight, Chapter One of the Israel Companies Law, as set forth in Section 7.4 below.
      The time at which the Merger shall become effective as aforesaid is referred
      to
      herein as the “ ***Effective
      Time*** ”.




**2.4**  **Effects
      of the Merger** .
      The
      Merger shall have the effects provided for herein and in the applicable
      provisions of the Israel Companies Law. Without limiting the generality of
      the
      foregoing and subject thereto, at the Effective Time, all of the properties,
      rights, privileges, powers and franchises of Cellvine and Merger Sub shall
      vest
      in the Surviving Company and all debts, liabilities and duties of Cellvine
      and
      Merger Sub shall become the debts, liabilities and duties of the Surviving
      Company.




**2.5**  **Articles
      of Association; Directors and Officers** **.**




(a)  Articles
      of Association and Memorandum of Association .
      Cellvine has made available to Parent the Articles of Association of Cellvine,
      as in effect as of the date hereof (the “ ***Articles*** ”).
      Simultaneously with the Effective Time, Parent, in its capacity as sole
      shareholder of the Surviving Company, shall take all necessary actions required
      to convert all Cellvine Preferred Stock into Cellvine Ordinary Shares and adopt
      Amended and Restated Articles of Association as determined by Cellvine (the
      “ ***Amended
      Articles*** ”)
      and
      such Amended Articles shall be the Articles of Association of the Surviving
      Company from and after the Effective Time until further amended in accordance
      with applicable law.




(b)  Directors
      and Officers .
      The
      directors and officers of Parent and the Surviving Company immediately after
      the
      Effective Time shall be as determined by Cellvine, in its sole discretion,
      and
      each shall hold their respective offices from and after the Effective Time
      until
      their successors shall have been elected and shall have qualified in accordance
      with applicable Law, or as otherwise provided in the Amended Articles of the
      Surviving Company, respectfully.




13




**ARTICLE
      III**


**MANNER
      OF CONVERTING SECURITIES**


**TREATMENT
      OF OPTIONS AND WARRANTS**




**3.1**  **Conversion
      and Exchange of Shares in the Merger** . Subject
      to the provisions of this Article III at the Effective Time, by virtue of the
      Merger and without any action on the part of Parent, Merger Sub or any of the
      shareholders of any of the foregoing, the outstanding securities of Cellvine
      and
      Merger Sub shall be exchanged or assumed or cease to exist, as
      follows:




(a)  At
      the
      Effective Time, each ordinary share of Merger Sub that shall be outstanding
      immediately prior to the Effective Time shall, by virtue of the Merger and
      without any action on the part of the holder, cease to exist.




(b)  Each
      Cellvine Share issued and outstanding immediately prior to the Effective Time
      shall be deemed transferred to Parent in exchange for the right to receive
      such
      number of validly issued, fully paid and nonassessable Parent Shares to be
      calculated in accordance with the Exchange Protocol.




**3.2**  **Cellvine
      Options** **.**




(a)  Cellvine
      and Parent shall take any actions necessary and appropriate to cause the
      Cellvine Option Plan and agreements under which each Cellvine Option, as defined
      below, was originally granted, to be assumed by Parent effective at the
      Effective Time, subject to the adjustments required by Section 3.2(b) .
      Each
      Cellvine Option as in effect immediately prior to the Effective Time shall
      continue in all respects as the corresponding Parent Assumed
      Option.




(b)  Subject
      to the provisions of Article III, at the Effective Time, each issued,
      outstanding and unexercised option to purchase Cellvine Shares granted under
      the
      Cellvine Option Plan or as otherwise approved by the Cellvine Board of Directors
      (each, a “ ***Cellvine
      Option*** ”),
      whether or not exercisable or vested, upon assumption by Parent as required
      by Section 3.2(a) ,
      shall
      no longer be exercisable for the purchase of Cellvine Shares, but shall be
      exercisable for a number of Parent Shares (rounded up to the nearest whole
      share) and at a price and term to expiration as determined by the Exchange
      Protocol (each, a “ ***Parent
      Assumed Option*** **”)** .
      Parent
      shall issue notice of the number of Parent Shares to which each Parent Assumed
      Option relates to each holder of a Cellvine Option in accordance with the
      Exchange Protocol.




(c)  Except
      to
      the extent required under the terms of the Cellvine Options, all restrictions
      or
      limitations on transfer and vesting with respect to Cellvine Options awarded
      under any plan, program or arrangement of Cellvine, to the extent that such
      restrictions or limitations shall not have already lapsed, shall remain in
      full
      force and effect with respect to such Parent Assumed Option after giving effect
      to the Merger.




(d)  Parent
      shall take all corporate action necessary to reserve for issuance a sufficient
      number of Parent Shares for delivery upon exercise of the Parent Assumed
      Options. Within a reasonably practicable time after the Closing Date, Parent
      shall file a registration statement with the SEC on Form S-8 or another
      comparable form, but only if available, with respect to the Parent Shares
      subject to such Parent Assumed Options and shall use all reasonable efforts
      to
      maintain the effectiveness of such registration statement (and maintain the
      prospectus or prospectuses required thereby) for so long as such Parent Assumed
      Options remain outstanding.




14




**3.3**  **Cellvine
      Warrants** .
      Subject
      to the provisions of this Article III, at the Effective Time, pursuant to the
      terms of each outstanding and unexercised warrant to purchase Cellvine Shares
      (each, a “ ***Cellvine
      Warrant*** ”),
      each
      Cellvine Warrant shall be assumed by Parent (each, a “ ***Parent
      Assumed Warrant*** ”)
      and
      shall represent the right to acquire upon exercise thereof the number of Parent
      Shares and at a price and term to expiration as determined by the Exchange
      Protocol; provided, that the aggregate exercise price of each Cellvine Warrant
      shall remain unchanged. Parent shall issue each Parent Assumed Warrant to each
      holder of Cellvine Warrant upon surrender thereof or, if such Cellvine Warrant
      shall be lost, stolen or destroyed, upon receipt of an affidavit of that fact
      by
      the holder thereof and, if required by Parent, the written agreement by such
      Person to indemnify Parent and Surviving Company against any claim that may
      be
      made against it with respect to such Cellvine Warrant. Each Parent Assumed
      Warrant shall contain the terms and conditions of each Cellvine Warrant so
      assumed and Parent shall take all corporate action necessary to reserve for
      issuance a sufficient number of Parent Shares for delivery upon exercise of
      the
      Parent Assumed Warrant.




**3.4**  **Intended
      Effect of Exchange Protocol** .
      Collectively, all Cellvine Shares, Cellvine Options and Cellvine Warrants shall
      be exchanged for Parent Shares or assumed by Parent so that the number of all
      issued and outstanding Parent Shares, Parent Assumed Options and Parent Assumed
      Warrants to which the Cellvine Securityholders are collectively entitled at
      Closing shall equal 85% of all Parent Shares that would be issued and
      outstanding immediately after the Merger if all Parent Options, Parent Warrants,
      Parent Assumed Options and Parent Assumed Warrants were exercised and any Parent
      securities convertible into Parent Shares as identified in Schedule
      3 (“ ***Parent
      Convertible Securities*** ”)
      were
      converted, but prior to taking into consideration the Financing. Following
      such
      actions and the Effective Time, the number of Parent Shares existing immediately
      prior to Closing, on a fully diluted basis (treating all Parent Options, Parent
      Warrants and Parent Convertible Securities on an as-exercised, as-converted
      basis) shall equal 15% of all Parent Shares that would be issued and outstanding
      immediately after the Merger, if all Parent Options, Parent Warrants, Parent
      Assumed Options and Parent Assumed Warrants were exercised and any Parent
      Convertible Securities were converted, but prior to taking into consideration
      the Financing.




**3.5**  **Surrender
      and Exchange of Cellvine Shares** .
      As soon
      as practicable after the Effective Time, upon (i) surrender of a certificate
      or
      certificates representing the Cellvine Shares that were outstanding immediately
      prior to the Effective Time (each a “ ***Cellvine
      Stock Certificate*** ”)
      to
      Parent (or, if such certificates shall be lost, stolen or destroyed, an
      affidavit of that fact by the holder thereof pursuant to Section 3.8 )
      and
      (ii) delivery to Parent of an executed Letter of Transmittal, Parent shall
      deliver to the record holder of the Cellvine Shares surrendering such Cellvine
      Stock Certificate or Certificates (or affidavit of loss in lieu thereof), Parent
      Shares registered in the name of such shareholder representing the number of
      Parent Shares to which such holder is entitled under Section 3.1(b) .
      In the
      event of a transfer of ownership of Cellvine Shares that is not registered
      in
      the transfer records of Cellvine, a certificate (or evidence of such securities
      in book-entry form) representing the proper number of whole Parent Shares may
      be
      issued to a Person other than the Person in whose name the Cellvine Stock
      Certificate so surrendered is registered, if, upon delivery by the holder
      thereof, such Cellvine Stock Certificate shall be properly endorsed with
      signature guaranteed by a bank, brokerage firm, attorney or notary public or
      shall otherwise be in proper form for transfer and the Person requesting such
      issuance shall have paid any transfer and other Taxes required by reason of
      the
      issuance of Parent Shares to a Person other than the registered holder of such
      Cellvine Stock Certificate or shall have established to the reasonable
      satisfaction of Parent that such Tax either has been paid or is not applicable,
      and shall have demonstrated, to the reasonable satisfaction of Parent, that
      the
      transfer of such Cellvine Shares to the requesting person was accomplished
      in
      conformity with all applicable Laws and with any other agreements restricting
      the transfer of the Cellvine Shares to which such Cellvine Shares are subject.
      As of the Effective Time, each Cellvine Share issued and outstanding immediately
      prior to the Effective Time shall be deemed transferred to Parent and each
      certificate or certificates evidencing such shares shall until surrendered,
      be
      deemed to represent in the hands of the former Cellvine Shareholder only the
      right to receive upon surrender, as aforesaid, the consideration specified
      in Section 3.1(b) .




15




**3.6**  **Cellvine
      Transfer Books; No Further Ownership Rights in Cellvine Shares, Options or
      Warrants** .
      All
      Parent Shares, Parent Assumed Options and Parent Assumed Warrants issued upon
      the surrender for exchange of Cellvine Stock Certificates, Cellvine Options
      or
      Cellvine Warrants in accordance with the terms of this Article III shall be
      deemed to have been issued (and paid) in full satisfaction of all rights
      pertaining to the Cellvine Shares, Cellvine Options or Cellvine Warrants
      previously represented by such Cellvine Stock Certificates, Cellvine Option
      agreements or Cellvine Warrant agreements. At the Effective Time, the share
      transfer books of Cellvine shall be closed and thereafter there shall be no
      further registration of transfers on the share transfer books of Surviving
      Company of the Cellvine Shares, Cellvine Options or Cellvine Warrants that
      were
      outstanding immediately prior to the Effective Time. Except as otherwise
      provided for herein or by applicable Law, from and after the Effective Time,
      the
      holders of Cellvine Stock Certificates, Cellvine Option agreements and Cellvine
      Warrant agreements that evidenced ownership of the Cellvine Shares, Cellvine
      Options and Cellvine Warrants outstanding immediately prior to the Effective
      Time shall cease to have any rights with respect to such Cellvine Shares,
      Cellvine Options and Cellvine Warrants.




**3.7**  **No
      Fractional Shares or Warrants** .
      No
      fraction of a Parent Share (including any Parent Assumed Option or Parent
      Assumed Warrant to purchase a fraction of a Parent Share) shall be issued upon
      the surrender for exchange of a Cellvine Stock Certificate, Cellvine Option
      agreement or Cellvine Warrant agreement (or evidence of such Cellvine Shares,
      Cellvine Options or Cellvine Warrants in book-entry form), no dividends or
      other
      distributions of Parent shall relate to such fractional share interests and
      such
      fractional share interests will not entitle the owner thereof to vote or to
      any
      rights of a shareholder of Parent. Each holder of Cellvine Shares, Cellvine
      Options or Cellvine Warrants who would otherwise be entitled to a fraction
      of or
      the right to purchase a fraction of a Parent Shares (after aggregating all
      fractional Parent Shares that otherwise would be received by such holder) shall,
      receive from Parent, in lieu of such fractional share, one Parent
      Share.




**3.8**  **Lost,
      Stolen or Destroyed Certificates or Agreements** .
      If any
      Cellvine Stock Certificate, Cellvine Option agreement or Cellvine Warrant
      agreement shall have been lost, stolen or destroyed, then, upon the making
      of an
      affidavit of that fact by the Person claiming such Cellvine Stock Certificate,
      Cellvine Option agreement or Cellvine Warrant agreement to be lost, stolen
      or
      destroyed and, if required by Parent, the written agreement by such Person
      to
      indemnify Parent and the Surviving Company, against any claim that may be made
      against it with respect to such Cellvine Stock Certificate, Cellvine Option
      agreement or Cellvine Warrant agreement, then in exchange for such lost, stolen
      or destroyed Cellvine Stock Certificate, Cellvine Option agreement or Cellvine
      Warrant agreement, Parent will issue Parent Shares, Parent Assumed Options
      and
      Parent Warrants pursuant to this Agreement.




16




**ARTICLE
      IV**


**REPRESENTATIONS
      AND WARRANTIES OF CELLVINE**




Except
      as
      set forth on the Schedule of Exceptions delivered to Parent and Merger Sub
      hereunder, whether or not such Schedule is specifically referenced herein,
      Cellvine represents and warrants to Parent and Merger Sub as of the date of
      this
      Agreement as follows:




**4.1**  **Organization
      and Existence** .
      Cellvine is a corporation duly organized and validly existing under the Laws
      of
      the State of Israel. Cellvine has the requisite corporate power and authority
      to
      own and operate its properties and assets, and to carry on its business as
      currently conducted. Cellvine is presently qualified to do business as a foreign
      corporation in each other jurisdiction in which the failure to be so qualified
      would have a Material Adverse Effect on Cellvine with respect to its current
      activities taken as a whole. True and accurate copies of the Cellvine Articles
      as in effect as of the date hereof have been delivered to Parent and will be
      delivered to Parent at the Closing to the extent of any changes therein that
      Parent and Cellvine agree to.




**4.2**  **Corporate
      Power** .
      Cellvine has all requisite legal and corporate power and authority to execute
      and deliver this Agreement and to carry out and perform its obligations
      hereunder.




**4.3**  **Authorization** .
      Subject
      to the terms set forth on Schedule 4.3 ,
      all
      action on the part of Cellvine and its officers, directors and security holders
      necessary for the authorization, execution and delivery of this Agreement and
      the performance of its respective obligations hereunder, has been taken or
      will
      be taken prior to or upon Closing. This Agreement has been duly executed by
      Cellvine and, assuming the due authorization, execution and delivery by the
      other parties hereto, constitutes and will constitute a valid and legally
      binding obligation of Cellvine, except (i) as limited by Laws of general
      application relating to bankruptcy, insolvency and the relief of debtors and
      (ii) as limited by rules of Law governing specific performance, injunctive
      relief or other equitable remedies and by general principles of
      equity.




**4.4**  **Subsidiaries** .
      Cellvine does not own or control, directly or indirectly, any interest in any
      corporation, partnership, limited liability company, association, other business
      entity or Person. Cellvine is not a participant in any joint venture,
      partnership or similar arrangement. Since its inception, Cellvine has not
      consolidated or merged with, acquired all or substantially all of the assets
      of,
      or acquired the stock of or any interest in any Person.




17




**4.5**  **Capitalization** **.**




(a)  The
      registered share capital of Cellvine immediately prior to the Closing shall
      be
      NIS 1,500, divided into 85,688 Cellvine Ordinary Shares, nominal value NIS
      0.01
      each, and 64,312 shares of Cellvine Preferred Stock, of which 5,000 are
      designated Cellvine Preferred A Shares, nominal value NIS 0.01 each, 2,667
      are
      designated Cellvine Preferred B Shares, nominal value NIS 0.01 each, 3,610
      are
      designated Cellvine Preferred C-1 Shares, nominal value NIS 0.01 each, 3,225
      are
      designated Cellvine Preferred C-2 Shares, nominal values NIS 0.01 each, 1,046
      are designated Cellvine Preferred C-3(1) Shares, nominal value NIS 0.01 each,
      224 are designated Cellvine Preferred C-3(2) Shares, nominal value NIS 0.01
      each, 23,540 are designated Cellvine Preferred C-4 Shares, nominal value NIS
      0.01 each, and 25,000 are designated Cellvine Preferred D Shares, nominal value
      NIS 0.01 each. As of immediately prior to Closing, 5,065 Cellvine Ordinary
      Shares, 5,000 Cellvine Preferred A Shares, 2,667 Cellvine Preferred B Shares,
      3,160 Cellvine Preferred C-1 Shares, 0 Cellvine Preferred C-2 Shares, 1,046
      Cellvine Preferred C-3(1) Shares, 224 Cellvine Preferred C-3(2) Shares, 0
      Cellvine Preferred C-4 Shares and 19,441 Cellvine Preferred D Shares will be
      issued and outstanding. All such shares of Cellvine Preferred Stock are
      convertible into Cellvine Ordinary Shares in accordance with the Cellvine
      Articles and as set forth on Schedule 4.5 .
      The
      Cellvine Ordinary Shares and the Cellvine Preferred Stock have the rights,
      preferences, privileges and restrictions set forth in the Cellvine Articles
      under Israeli Law. The Cellvine Securityholders list attached as Schedule 4.5 is true
      and correct and accurately reflects the number of Cellvine Shares, Cellvine
      Options and Cellvine Warrants held by each Cellvine Shareholder, Cellvine
      Optionholder and Cellvine Warrantholder, respectively, as of the date hereof
      and
      immediately prior to closing, and the exercise prices of the Cellvine Options
      and Cellvine Warrants.




(b)  Except
      as
      set forth on Schedule 4.5 ,
      all
      issued and outstanding shares of Cellvine’s capital stock have been duly
      authorized and validly issued in compliance with applicable Laws, including
      the
      Israeli Securities Law, 1968, other applicable securities Laws and the rules
      and
      regulations promulgated thereunder, and are fully paid and nonassessable and
      free and clear of Liens or third party rights and of any restrictions on
      transfer, except for transfer restrictions of U.S. federal and state securities
      Laws.




(c)  Except
      as
      set forth on Schedule 4.5 ,
      there
      are no options, warrants, preemptive rights, rights of first refusal, put or
      call rights or obligations or anti-dilution or other rights to purchase or
      acquire from Cellvine any of Cellvine’s authorized and unissued capital stock.
      There are no rights to have Cellvine’s capital stock registered for sale to the
      public in connection with the Laws of any jurisdiction, and to the best
      knowledge of Cellvine, no agreements relating to the voting of Cellvine’s voting
      securities (except as contemplated hereby) and no restrictions on the transfer
      of Cellvine’s capital stock or other equity securities, other than those arising
      under applicable securities Laws. All outstanding Cellvine Shares, Cellvine
      Options and Cellvine Warrants were issued pursuant to and in compliance with
      a
      valid exemption from registration under the Securities Act, and have been issued
      in compliance with applicable state securities Laws, as well as all applicable
      Israeli securities Laws.




18




**4.6**  **Financial
      Statements** **.**




(a)  Cellvine
      has delivered to Parent the audited financial statements of Cellvine as of
      and
      for the years ended December 31, 2005 and 2006 and the unaudited financial
      statements for the year ended December 31, 2007 (the “ ***Cellvine
      Financial Statements*** ”),
      which
      are attached as Schedule 4.6 .
      The
      Cellvine Financial Statements, together with any notes thereto have been
      prepared in accordance with GAAP. The Cellvine Financial Statements, together
      with any notes thereto are true and correct in all material respects and fairly
      present in all material respects the financial condition, results of operations
      and cash flow of Cellvine as of the dates, and for the periods, indicated
      therein, subject, in the case of unaudited interim financial statements to
      normal year-end audit adjustments, which shall not be material. No event has
      occurred and nothing has come to the attention of Cellvine since December 31,
      2007 to indicate that the Cellvine Financial Statements were not true and
      correct in all material respects as of the date thereof. Except as set forth
      in
      the Cellvine Financial Statements or Schedule 4.6(a) ,
      Cellvine has no liabilities of any nature, contingent or otherwise, other than
      (i) liabilities incurred in the ordinary course of business subsequent to
      December 31, 2007 that do not exceed, in the aggregate, $50,000, and (ii)
      obligations under contracts and commitments incurred in the ordinary course
      of
      business, which, individually or in the aggregate, are not material to the
      financial condition or operating results of Cellvine, and are not required
      under
      GAAP to be reflected in the Cellvine Financial Statements.




(b)  The
      books
      and records of Cellvine are maintained in material compliance with applicable
      legal and accounting requirements. Cellvine maintains 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 GAAP 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.




(c)  Except
      as
      and to the extent reflected, disclosed or reserved against in the latest audited
      financial statements included within Cellvine Financial Statements (including
      the notes thereto) or as set forth in Schedule 4.6 (a) ,
      Cellvine has not, since the date of such financial statements, incurred any
      liabilities, whether absolute, accrued, contingent or otherwise, material to
      the
      business, operations, assets, financial condition of Cellvine which are required
      by GAAP (consistently applied) to be disclosed in such financial statements
      or
      the notes thereto, other than trade payables and accrued expenses incurred
      in
      the ordinary course of business consistent with past practice.




**4.7**  **Absence
      of Certain Changes or Events** .
      Since
      December 31, 2007, except as set forth on Schedule 4.7 :
      (i)
      there has been no event, occurrence or development that, individually or in
      the
      aggregate, has resulted in or could reasonably be expected to result in a
      Material Adverse Effect on Cellvine or which, if taken after the date hereof,
      would constitute a breach of the covenants set forth in Sections 6.12 or 6.17 ;
      (ii)
      Cellvine has not incurred any material liabilities other than in the ordinary
      course of business consistent with past practice; (iii) Cellvine has not
      altered its method of accounting or the identity of its auditors; (iv) Cellvine
      has not declared or made any dividend or distribution of cash or other property
      to its shareholders or purchased, redeemed or made any agreements to purchase
      or
      redeem any shares of its capital stock; and (v) Cellvine has not issued any
      equity securities. Cellvine has not taken any steps to seek protection pursuant
      to any bankruptcy Law nor does Cellvine have any knowledge or reason to believe
      that its creditors intend to initiate involuntary bankruptcy proceedings or
      any
      actual knowledge of any fact that would reasonably lead a creditor to do so.
      Cellvine is not Insolvent as of the date hereof, and, after giving effect to
      the
      transactions contemplated hereby to occur at Closing, will not be
      Insolvent.




19




**4.8**  **Material
      Agreements** .
      A list
      of all oral and written material agreements of Cellvine is set forth on Schedule 4.8 (each, a
“ ***Cellvine
      Material Agreement*** ”).
      Cellvine and to Cellvine’s knowledge, each other party thereto, have in all
      material respects performed all the obligations required to be performed by
      them
      to date (or such non-performing party has received a valid, enforceable and
      irrevocable written waiver with respect to its non-performance), have received
      no notice of default and are not in default (with due notice, lapse of time
      or
      both) under any Cellvine Material Agreement. Cellvine has no knowledge of any
      breach or anticipated breach by the other party to any Cellvine Material
      Agreement.




**4.9**  **Intellectual
      Property**




(a)  Cellvine
      owns or licenses for use (with a right of sublicense) certain Intellectual
      Property (“ ***Cellvine
      Intellectual Property*** ”),
      such
      Cellvine Intellectual Property being all that is necessary for the business
      of
      Cellvine as presently conducted. To Cellvine’s Knowledge, neither Cellvine’s
      current products, material pre-clinical and clinical development candidates
      and
      processes to make such candidates, nor any Cellvine Intellectual Property,
      infringe or will infringe on the valid and existing Intellectual Property rights
      of others, any other rights of others. No claim is pending or, to Cellvine’s
      Knowledge, threatened, alleging any such infringement or with respect to the
      ownership, validity, license or use of, or any infringement resulting from,
      either the Cellvine Intellectual Property or the sale of any material products
      or services by Cellvine. No loss or expiration of the Cellvine Intellectual
      Property is pending or, to the best of Cellvine’s Knowledge, threatened. Set
      forth on Schedule 4.9 is a
      complete list of the patents and patent applications, trademark applications
      and
      registrations, copyright registrations, and domain name registrations within
      Cellvine Intellectual Property. There are no outstanding options, licenses
      or
      other agreements relating to the Cellvine Intellectual Property, and Cellvine
      is
      not bound by or a party to any options, licenses or agreements with respect
      to
      the Intellectual Property of any other person or entity. Cellvine is not in
      violation of any license, sublicense or other agreement relating to any
      Intellectual Property to which it is a party or otherwise bound. Except as
      set
      forth on Schedule 4.9 ,
      Cellvine is not obligated to make any payments by way of royalties, fees or
      otherwise to any owner or licensor of or claimant to any Intellectual Property
      with respect to the use thereof in connection with the conduct of its business
      as it is presently conducted. There are no agreements, understandings,
      instruments, contracts, judgments, orders or decrees to which Cellvine is a
      party or by which it is bound that involve indemnification by Cellvine with
      respect to infringements of Intellectual Property. To Cellvine’s Knowledge, all
      registrations owned by or on behalf of Cellvine, and applications to
      Governmental Authorities in respect of such Cellvine Intellectual Property,
      are
      valid and in full force and effect. Except as set forth on Schedule 4.9 ,
      to
      Cellvine’s Knowledge, no Person is infringing on the Cellvine Intellectual
      Property.




20




(b)  Schedule 4.19 lists
      each former and current officer, employee and consultant of Cellvine who had
      or
      has access to Cellvine confidential information and/or was or is involved in
      Cellvine research and development and who has executed a Confidential
      Information and Invention Assignment Agreement, substantially in the form(s)
      delivered to Parent (“ ***Cellvine
      Confidentiality Agreement*** ”),
      and
      each such agreement remains in full force and effect pursuant to its terms.
      To
      Cellvine’s Knowledge, each former and current officer, employee and consultant
      of Cellvine who had or has access to Cellvine confidential information and/or
      was or is involved in Cellvine research and development has executed a Cellvine
      Confidentiality Agreement or are otherwise bound by confidentiality undertakings
      on terms substantially similar to the Cellvine Confidential Agreement
      (“ ***Cellvine
      Confidentiality Undertaking*** ”),
      and
      each such agreement or undertaking, as the case may be, remains in full force
      and effect pursuant to its terms. No such officer or employee or consultant
      is
      in violation, or, to Cellvine’s Knowledge, threatened breach, of such Cellvine
      Confidentiality Agreement or Cellvine Confidentiality Undertaking (as the case
      may be) or of any prior employee contract, proprietary information agreement
      or
      other agreement relating to the right of any such individual to be employed
      by,
      or to contract with, Cellvine, and, to the best of Cellvine’s Knowledge, the
      continued employment by Cellvine of its present employees, and the performance
      of Cellvine’s contracts with its independent contractors, will not result in any
      such violation. Cellvine has not received any written notice alleging that
      any
      such violation has occurred and is not aware of any facts that could reasonably
      be expected to give Cellvine reason to believe that any violation of any such
      Confidentiality Agreement or Confidentiality Undertaking (as the case may be)
      has occurred.




(c)  The
      Merger does not and will not materially or adversely affect any rights of
      Cellvine or the Surviving Company to use any material Cellvine Intellectual
      Property.




**4.10**  **Title
      to Properties and Assets; Liens** .
      Except
      as set forth on Schedule 4.10 ,
      Cellvine has good and marketable title to its properties and assets and has
      good
      title to all its leasehold interests, in each case, not subject to any Lien
      or
      lease, other than Permitted Liens. With respect to the property and assets
      it
      leases, Cellvine is in compliance with such leases in all material respects
      and
      holds a valid leasehold interest free of all Liens other than Permitted Liens.
      Cellvine’s properties and assets are in good condition and repair in all
      material respects. Cellvine does not currently own, and has never owned, any
      real property.




**4.11**  **Compliance
      with Other Instruments and Laws** .
      Cellvine is not in violation, breach or default of any provision of the
      Cellvine’s Articles or Amended Articles. Cellvine is not in violation of,
      default under or breach of any provision of any agreement, instrument, mortgage,
      deed of trust, loan, contract, lease, license, commitment, judgment, writ,
      decree, order, obligation or injunction to which it is a party or by which it or
      any of its properties or assets are bound, which violation, default or breach,
      individually or in the aggregate, would or could reasonably be expected to
      have
      a Material Adverse Effect on Cellvine or its business, taken as a whole, or
      to
      prevent or delay the consummation of the transactions contemplated hereby.
      Cellvine is not in violation of any provision of any federal, state, local
      or
      foreign statute, Law, rule or governmental regulation, judgment, writ, decree,
      order or injunction of any Governmental Authority, including, all environmental
      Laws, all Laws, regulations and orders relating to anti-trust or trade
      regulation, employment practices and procedures, the health and safety of
      employees and consumer credit and the United States Foreign Corrupt Practices
      Act of 1977, which violation, individually or in the aggregate, would or could
      reasonably be expected to have a Material Adverse Effect on Cellvine. Cellvine
      has not received any notice of alleged violations of any Laws, rules,
      regulations, orders or other requirements of Governmental Authorities. The
      execution and delivery of this Agreement by Cellvine, and Cellvine’s performance
      of and compliance with the terms hereof, or the consummation of the Merger
      and
      the other transactions contemplated hereby, will not result in any violation,
      breach or default, be in conflict with or constitute, with or without the
      passage of time or giving of notice, a default under any Cellvine Material
      Agreement or any of the foregoing provisions, require any consent or waiver
      under any Cellvine Material Agreement or any of the foregoing provisions (other
      than any consents or waivers that have been obtained), result in the creation
      of
      any Lien upon any of the properties or assets of Cellvine, trigger any right
      of
      cancellation, termination or acceleration under any Cellvine Material Agreement
      or any of the foregoing provisions, create any right of payment in any other
      person or entity (except as set forth herein), result in the suspension,
      revocation, impairment, forfeiture or nonrenewal of any franchise permit,
      license, authorization or approval applicable to Cellvine or result in a
      Material Adverse Effect on Cellvine.




21




**4.12**  **Litigation** .
      There
      is no action, suit, proceeding or investigation pending, or to Cellvine’s
      knowledge, threatened against or affecting Cellvine or its properties or rights
      before any court or by or before any Governmental Authority. The foregoing
      includes, without limitation, actions pending, or to Cellvine’s Knowledge,
      threatened involving the prior employment of any of Cellvine’s employees, their
      use in connection with Cellvine’s business or any information or techniques
      allegedly proprietary to any of their former employers, or their obligations
      under any agreements with prior employers. Cellvine is not a party or subject
      to, and none of its respective assets is bound by, the provisions of any order,
      writ, injunction, judgment or decree of any Governmental Authority. There is
      no
      action, suit or proceeding initiated by Cellvine currently pending or which
      Cellvine intends to initiate. There is no action, suit, claim or proceeding
      pending or, to Cellvine’s Knowledge, threatened, that questions the validity of
      this Agreement or the right of Cellvine to enter into this Agreement, or to
      consummate the transactions contemplated hereby.




**4.13**  **Government
      or Third Party Consents** .
      Except
      as set forth on Schedule 4.13 ,
      no
      consent, approval, order or authorization of or registration, qualification,
      designation, declaration or filing with any Governmental Authority, any court
      or
      tribunal, whether Israeli, United States or otherwise, or other third party,
      is
      required by Cellvine in connection with the valid execution and delivery of
      this
      Agreement or the consummation of any transaction contemplated hereby, except:
      (i) the qualification or registration (or taking such action as may be
      necessary to secure an exemption from qualification or registration, if
      available) of the offer, issuance and exchange of the Parent Shares and the
      assumption of the Parent Assumed Options and Parent Assumed Warrants and the
      issuance of securities issuable upon exercise of the Parent Assumed Options
      or
      Parent Assumed Warrants under applicable securities Laws, including Israeli,
      United States or otherwise; (ii) the conditional listing approval, if any,
      by
      the Eligible Market in respect of the Parent Shares to be issued or subject
      to
      issuance pursuant to Parent Assumed Options or Parent Assumed Warrants to be
      assumed or issued in connection with the Merger; (iii) the Israeli Income Tax
      Ruling and Israeli Section 102 Tax Ruling (with respect to compliance for
      purposes of the benefits for employees of the “capital gains” track of Section
      102); (iv) written notification to the OCS (such notification to include
      Parent’s written undertaking in the OCS’s customary form); (v) approval of
      the Investment Center as described in Section 6.6 ;
      and
      (vi) approval of proposals to approve the Merger by Cellvine, including class
      voting and voting in accordance with Section 320(c) of the Israel Companies
      Law.




22




**4.14**  **Permits** .
      Cellvine has all Permits necessary for the conduct of its business as now being
      conducted by it, and Cellvine reasonably believes it can obtain, without undue
      burden or expense, any similar authority for the conduct of its business as
      planned to be conducted. Cellvine is not in default in any material respect
      under any of its Permits. Cellvine has complied in all material respects with
      all federal, state and foreign Laws applicable to its business.




**4.15**  **Brokers
      or Finders** .
      In
      connection with this Agreement and the transactions contemplated hereby,
      Cellvine has not engaged any brokers, finders or agents, and Cellvine has not
      incurred, and will not incur, directly or indirectly, as a result of any action
      taken by Cellvine or any of its affiliates, any liability for brokerage or
      finders’ fees or agents’ commissions or any similar charges (other than in
      connection with the Financing).




**4.16**  **Tax
      Returns and Payments** .
      Cellvine has accurately prepared and timely filed all Israeli and foreign income
      tax and other Tax Returns required to be filed by it, if any, has paid all
      taxes, assessments, fees and charges owed by it (regardless of whether shown
      on
      any such tax return) and has otherwise made adequate provision for the payment
      of all taxes, assessments, fees and charges owed by it. Cellvine has withheld
      or
      collected from each payment made to each of its employees, the amount of all
      taxes required to be withheld or collected therefrom, and has paid the same
      to
      the proper tax receiving officers or authorized depositaries. Cellvine has
      not
      been advised in writing (a) that any of its Tax Returns have been or are being
      audited or (b) of any deficiency in assessment or proposed adjustment to its
      Israeli, foreign or other Taxes. No assessment or proposed adjustment of
      Cellvine’s income or other Taxes is pending. Cellvine is not currently the
      beneficiary of any extension of time within which to file any tax report or
      Tax
      Returns. No claim has been made by a Governmental Authority in a jurisdiction
      where Cellvine does not file reports and returns that it is or may be subject
      to
      taxation by tax authorities in that jurisdiction. There are no Liens on any
      of
      the assets of Cellvine that arose in connection with the failure or alleged
      failure to pay any Tax. Cellvine has withheld and paid all Taxes required to
      have been withheld and paid in connection with amounts paid or owing to any
      employee, creditor, independent contractor or third party. Cellvine has not
      waived any statute of limitations in respect of taxes or agreed to any extension
      of time with respect to a tax assessment or deficiency. Cellvine has not entered
      into a closing agreement with respect to any Taxes. Cellvine has not made any
      payments, and is not and will not become obligated under any contract entered
      into on or before the Closing Date to make any payments in connection with
      the
      transactions contemplated by this Agreement, or in connection with a combination
      of the transactions contemplated by this Agreement and any other event, that
      will be non-deductible or subject to excise tax or that would give rise to
      any
      obligation to indemnify any Person for any excise tax payable. Cellvine is
      not a
      party to or bound by any tax allocation or tax sharing agreement and does not
      have any current or potential obligation to indemnify any other Person with
      respect to Taxes. Cellvine does not have any liability for taxes of any person
      as transferee, successor, by contract or otherwise.




**4.17**  **Employees** . Schedule 4.17 contains
      a complete list of all employees of Cellvine and the principal terms of
      employment for each employee. The employment of each employee of Cellvine is
      terminable at will. Except as provided under Israeli Law, no employee of
      Cellvine has been granted the right to continued employment by Cellvine or
      to
      any material compensation following termination of employment with Cellvine.
      To
      Cellvine’s Knowledge, no employee of Cellvine, nor any consultant with whom
      Cellvine has contracted, is in violation of any term of any employment contract,
      noncompetition or proprietary information agreement or any other agreement
      relating to the right of any such individual to be employed by, or to contract
      with, Cellvine or any judgment, decree or order of any court or Governmental
      Authority under which it is subject; and to Cellvine’s Knowledge the continued
      employment by Cellvine of its present employees, and the performance of
      Cellvine’s contracts with its independent contractors, will not result in any
      such violation. Neither the execution or delivery of this Agreement, nor the
      carrying on of Cellvine’s business by the employees and independent contractors
      of Cellvine, nor the conduct of Cellvine’s business as now conducted will
      conflict with or result in a breach of the terms, conditions, or provisions
      of,
      or constitute a default under, any contract, covenant or instrument under which
      any such employee or independent contractor is now obligated and of which
      Cellvine has Knowledge. Cellvine has not received any notice alleging that
      any
      such violation has occurred. Cellvine is not in default with respect to any
      obligation to any of its employees. No employee of Cellvine is represented
      by
      any labor union or covered by any collective bargaining agreement. There is
      no
      pending or, to Cellvine’s knowledge, threatened dispute involving Cellvine and
      any employee or group of its employees. Cellvine has complied and is currently
      complying with all applicable Laws relating to employment and employment
      practices, terms and conditions of employment, and wages and hours, except
      for
      noncompliance that, individually and in the aggregate, would not have a Material
      Adverse Effect on Cellvine.




23




**4.18**  **Employee
      Benefit Plans** **.**




(a)  Schedule 4.18 sets
      forth a correct and complete list of all Cellvine Employee Benefit Plans. Each
      Cellvine Employee Benefit Plan, and its related documents, has been made
      available to Parent.




(b)  There
      are
      no pending actions, claims or lawsuits that have been asserted or instituted
      against any Cellvine Employee Benefit Plan, the assets of any of the trusts
      under any Cellvine Employee Benefit Plan or the sponsor of any Cellvine Employee
      Benefit Plan, or, to Cellvine’s Knowledge, against any fiduciary or
      administrator of any Cellvine Employee Benefit Plan with respect to the
      operation of any Cellvine Employee Benefit Plan (other than routine benefit
      claims), nor does Cellvine have any Knowledge of facts that could reasonably
      be
      expected to form the basis for any such claim or lawsuit.




(c)  Neither
      the execution and delivery of this Agreement nor the consummation of the
      transactions contemplated herein will: (i) result in any payment becoming due
      to
      any current or former employee, officer, director or consultant of Cellvine
      or
      any of its subsidiaries; (ii) increase any benefits otherwise payable under
      any
      Cellvine Employee Benefit Plan; (iii) result in the acceleration of the time
      of
      payment or vesting of any rights with respect to any such benefits under any
      Cellvine Employee Benefit Plan; or (iv) require any contributions or payments
      to
      fund, or any security to secure, any obligations under any Cellvine Employee
      Benefit Plan. There are no Cellvine Employee Benefit Plans that, individually
      or
      collectively, could give rise to the payment in connection with the transactions
      contemplated by this Agreement, or in connection with a combination of the
      transactions contemplated by this Agreement and any other event, of any amount
      that would not be deductible pursuant to the terms of Israeli Law.




24




**4.19**  **Obligations
      of Management** .
      Except
      as set forth on Schedule 4.19 ,
      each
      officer and key employee of Cellvine is currently devoting substantially all
      of
      his or her business time to the conduct of the business of Cellvine. Cellvine
      has no Knowledge of any officer or key employee of Cellvine who is planning
      to
      work less than full time at Cellvine in the future. To Cellvine’s Knowledge, no
      officer or key employee is currently working or plans to work for a competitive
      enterprise, whether or not such officer or key employee is or will be
      compensated by such enterprise or is planning to leave the employ of Cellvine.
      Except as set forth on Schedule 4.19 ,
      each of
      Cellvine’s officers and key employees are subject to a non-competition and
      non-solicitation agreement that applies during the term of such person’s
      employment and for a period of at least one year after termination of
      employment.




**4.20**  **Obligations
      to Related Parties** .
      Except
      as set forth on Schedule 4.20 ,
      there
      are no loans, leases, agreements, understandings, commitments or other
      continuing transactions between Cellvine and any employee, officer, director
      or
      member of his or her immediate family or shareholder of Cellvine or member
      of
      his or her immediate family or any Person or entity that, directly or indirectly
      through one or more intermediaries, controls, is controlled by or is under
      common control with any of the foregoing Persons. To Cellvine’s Knowledge, none
      of such Persons has any direct or indirect ownership interest in any firm or
      corporation with which Cellvine is affiliated or with which Cellvine has a
      business relationship, or any firm or corporation that competes with Cellvine,
      except in connection with the ownership of stock of publicly-traded companies
      (but not exceeding 2% of the outstanding capital stock of any such company).
      No
      employee, officer, director or member of his or her immediate family or, to
      Cellvine’s knowledge, shareholder of Cellvine or member of his or her immediate
      family or any person or entity that, directly or indirectly through one or
      more
      intermediaries, controls, is controlled by or is under common control with
      any
      of the foregoing persons, is, directly or indirectly, interested in any material
      contract with Cellvine (other than such contracts as relate to any such person’s
      ownership of capital stock or other securities of Cellvine or employment by
      Cellvine). Cellvine is not a guarantor or indemnitor of any Indebtedness of
      any
      other Person.




**4.21**  **Insurance** .
      Cellvine has in full force and effect general commercial, product liability,
      fire and casualty insurance policies and insurance against other hazards, risks
      and liabilities to persons and property to the extent and in the manner
      customary for companies in similar businesses similarly situated and sufficient
      in amount to allow it to replace any of its material properties or assets that
      may be damaged or destroyed or sufficient to cover liabilities to which Cellvine
      may reasonably become subject.




**4.22**  **Environmental
      and Safety Laws** .
      Cellvine is in compliance with all applicable environmental Laws, rules and
      regulations except for noncompliance that, individually or in the aggregate,
      would not or could not reasonably be expected to have a Material Adverse Effect
      on Cellvine. There is no environmental litigation or other environmental
      proceeding pending or, to Cellvine’s Knowledge, threatened, by any Governmental
      Authority or others with respect to the business of Cellvine. No state of facts
      exists as to environmental matters or Hazardous Substances that involves the
      reasonable likelihood of a material capital expenditure by Cellvine or that
      may
      otherwise have a Material Adverse Effect on Cellvine. To Cellvine’s Knowledge,
      no Hazardous Substances have been used, treated, stored or disposed of, or
      otherwise deposited, in violation of any applicable environmental Laws, in
      or on
      the properties owned or leased by Cellvine.




25




**4.23**  **OCS** .
      Other
      than commitments of Parent required to be undertaken at the Effective Time
      by
      the OCS, Cellvine has satisfied all conditions and requirements of instruments
      of approval granted to it by OCS and any applicable Laws and regulations,
      including the Law for the Encouragement of’ Industrial Research and Development,
      1984, with respect to any research and development grants given to it by such
      office, except to the extent that noncompliance with the foregoing, individually
      or in the aggregate, would not result in a Material Adverse Effect and would
      not
      prevent or delay the consummation of the transactions contemplated hereby.
      All
      information supplied by Cellvine in connection with such applications was true,
      correct and complete in all material respects when supplied to the appropriate
      authorities.




**4.24**  **Disclosure** .
      All
      disclosures provided by Cellvine to Parent and Merger Sub regarding Cellvine,
      its business and the transactions contemplated hereby, furnished by or on behalf
      of Cellvine 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 the light of the circumstances
      under which they were made, not misleading.




**ARTICLE
      V**


**REPRESENTATIONS
      AND WARRANTIES**


**OF
      PARENT AND MERGER SUB**




Except
      as
      set forth on the Schedule of Exceptions delivered to Cellvine hereunder, whether
      or not such Schedule is specifically referenced herein, each of Parent and
      Merger Sub represents and warrants to Cellvine as of the date of this Agreement
      as follows:




**5.1**  **Organization
      and Standing** .
      Parent
      is a corporation duly organized, validly existing and in good standing under
      the
      Laws of Delaware. Merger Sub is a corporation duly organized and validly
      existing under the Laws of the State of Israel. Each of Parent and Merger Sub
      has the requisite corporate power and authority to own and operate its
      properties and assets, and to carry on its business as currently conducted.
      Parent is presently qualified to do business as a foreign corporation in each
      jurisdiction in which the failure to be so qualified would have a Material
      Adverse Effect with respect to Parent. True and accurate copies of the Parent
      Certificate, Parent By-laws and Merger Sub Articles of Association (the
“ ***Merger
      Sub Articles*** ”),
      as in
      effect as of the date hereof have been delivered to Cellvine and will be
      delivered to Cellvine at Closing to the extent of any changes in the Parent
      Certificate and Parent By-laws that Parent and Cellvine agree to.




**5.2**  **Corporate
      Consents** .
      Parent
      has delivered to Cellvine all corporate actions and minutes and all of its
      directors have duly ratified, confirmed, approved and adopted all acts and
      things heretofore done by any acting members of its Board of Directors since
      incorporation, in good faith and in a manner reasonably believed to be both
      lawful and in, or not opposed to the best interests of the Parent. The Board
      of
      Directors and shareholders of Parent have ratified or approved all actions
      of
      Parent and Merger Sub required to be ratified or approved by such
      parties.




26




**5.3**  **Corporate
      Power** .
      Each of
      Parent and Merger Sub has all requisite legal and corporate and other power
      and
      authority to execute and deliver this Agreement and to carry out and perform
      its
      obligations hereunder.




**5.4**  **Authorization** .
      All
      corporate and other action on the part of each of Parent, and Merger Sub, and
      their respective officers and directors necessary for the (i) due authorization,
      execution and delivery of this Agreement and (ii) performance of all obligations
      of Parent and Merger Sub hereunder has been taken or will be taken prior to
      or
      upon Closing, as applicable. All corporate action on the part of the sole
      shareholder of Merger Sub necessary for the (i) due authorization, execution
      and
      delivery of this Agreement and (ii) performance of all obligations of Merger
      Sub
      hereunder has been taken or will be taken prior to Closing, as applicable.
      This
      Agreement has been duly executed by each of Parent and Merger Sub and, assuming
      the due authorization, execution and delivery by the other parties hereto,
      constitutes and will constitute a valid and legally binding obligation of each
      of Parent and Merger Sub, except (i) as limited by Laws of general application
      relating to bankruptcy, insolvency and the relief of debtors and (ii) as limited
      by rules of Law governing specific performance, injunctive relief or other
      equitable remedies and by general principles of equity. The Parent Board of
      Directors has full corporate power and authority to appoint the Director
      Nominees (as defined in Section 6.9 ).




**5.5**  **Authorized
      Securities** .




(a)  The
      Parent Shares issuable pursuant to Section 3.1(b) shall be
      duly authorized and, when issued in accordance with this Agreement, will be
      duly
      and validly issued, fully paid and non-assessable, free and clear of all Liens
      and shall not be subject to preemptive or similar rights of shareholders. The
      Parent Assumed Options and Parent Assumed Warrants shall be duly issued and
      authorized when issued in accordance with this Agreement and any Parent Shares
      issued upon the exercise thereof according to their respective terms, as
      applicable, will be duly and validly issued, fully paid and non-assessable,
      free
      and clear of all Liens and shall not be subject to preemptive or similar rights
      of shareholders. The Parent Securityholder list as of May 13, 2008 attached
      as Schedule 5.5 is true
      and correct and accurately reflects the number of Parent Shares, Parent Options
      and Parent Warrants held by each Parent Shareholder, Parent Optionholder and
      Parent Warrantholder.




(b)  The
      Parent Shares, Parent Assumed Options and Parent Assumed Warrants will be issued
      and/or assumed pursuant to and in accordance with applicable U.S. and other
      applicable securities Laws and no filing with, consent or approval of any
      securities commission or regulatory authority in the United States or elsewhere
      is required in connection with the Merger, except as set forth on Schedule 5.5 .
      The
      Parent Shares issued in the Merger will not be subject to any statutory or
      other
      resale restrictions or hold periods other than as required under applicable
      U.S.
      and Israeli securities Laws.




**5.6**  **Subsidiaries** .
      Other
      than its interest in Merger Sub and as otherwise disclosed on Schedule 5.6 ,
      Parent
      does not own or control, directly or indirectly, any interest in any
      corporation, partnership, limited liability company, association, other business
      entity or Person. Parent is not a participant in any joint venture, partnership
      or similar arrangement. Parent has not during the last five years consolidated
      or merged with, acquired all or substantially all of the assets of, or acquired
      the stock of or any interest in any Person.




27




**5.7**  **Capitalization** .




(a)  The
      authorized capital stock of Parent on the date hereof consists of 105,000,000
      Parent Shares, consisting of 100,000,000 shares of Parent Common Stock and
      5,000,000 shares of preferred stock, par value $0.0001 (the “ ***Parent
      Preferred Shares*** ”),
      of
      which (i) 93,630,000 (pre-reverse split) shares of Parent Common Stock,
      3,830,000 Parent Options and 1,370,000 Parent Warrants are issued and
      outstanding, and (ii) 100,000 Parent Preferred Shares have been designated
      as
      Series A Preferred Stock, par value $0.0001 per share, (ii) 100,000 Parent
      Preferred Shares have been designated as Series B Preferred Stock, par value
      $0.0001 per share, and (c) 500,000 Parent Preferred Shares have been designated
      as Series C Preferred Stock, par value $0.0001 per share and (iii) there are
      no
      Parent Preferred Shares issued or outstanding. The Parent Shares and the Parent
      Preferred Shares have the rights, preferences, privileges and restrictions
      set
      forth in Parent’s certificate of incorporation and under the DGCL. All issued
      and outstanding shares of Parent’s capital stock have been duly authorized and
      validly issued in compliance with applicable Laws, and are fully paid and
      nonassessable and free and clear of any and all Liens or third party rights
      and
      of any restrictions on transfer.




(b)  Except
      as
      set forth on Schedule 5.7 (b) ,
      there
      are no options, warrants, preemptive rights, rights of first refusal, put or
      call rights or obligations or anti-dilution or other rights to purchase or
      acquire from Parent any of Parent’s authorized and unissued capital stock.
      Except as contemplated by this Agreement, there are (i) no rights to have
      Parent’s capital stock registered for sale to the public in connection with the
      Laws of any jurisdiction, (ii) to Parent’s Knowledge, no agreements
      relating to the voting of Parent’s voting securities and (iii) no
      restrictions on the transfer of Parent’s capital stock or other equity
      securities, other than those arising under applicable securities Laws, including
      U.S. securities Laws. All outstanding shares, options and warrants were issued
      pursuant to a valid prospectus or an exemption from prospectus requirements
      under the U.S. securities Laws and have been issued in compliance with all
      applicable U.S. securities Laws, rules of the Eligible Market and all other
      applicable securities Laws.




**5.8**  **Compliance
      with and Status under Securities Laws** **.**




(a)  Parent
      has provided or made available to Cellvine copies of each of the periodic
      reports and other documents filed by Parent with the SEC and applicable
      Governmental Authorities. Since January 1, 2005, Parent has filed all reports,
      documents and other information required of it to be filed with the SEC (the
      “ ***Parent
      SEC Reports*** ”)
      and
      with applicable Governmental Authorities, including U.S. state securities
      commissions (together with the Parent SEC Reports, the “ ***Parent
      Securities Reports*** ”).
      The
      Parent SEC Reports were prepared in accordance with the requirements of the
      Securities Act or the Exchange Act, as the case may be, and the rules and
      regulations of the SEC thereunder applicable to such Parent SEC Reports. The
      Parent Securities Reports were prepared in accordance with the requirements
      of
      applicable securities Laws and any rules or regulations promulgated thereunder
      applicable to such Parent Securities Reports. None of Parent’s subsidiaries is
      required to file away any form, reports or other documents with the SEC or
      any
      other Governmental Authority. No disclosure included in any of the Parent SEC
      Reports or Parent Securities Reports included any statement that, when made
      or,
      if such Parent SEC Reports or Parent Securities Reports, were subsequently
      amended, when amended, contained an untrue statement of a material fact or
      omitted to state a material fact necessary in order to make the statements
      therein, in light of the circumstances in which such statements were made,
      not
      materially misleading. Since the filing of the most recent Parent SEC Report,
      Parent has not suffered any Material Adverse Effect.




28




(b)  Parent
      has not been notified of any default or alleged default by Parent under any
      requirement of applicable securities and corporate Laws. Parent has not received
      any material comment letters that remain unresolved from any applicable
      securities commissions or stock exchanges with respect to any Parent SEC Reports
      or any notice of investigation or similar notice from any such entities with
      respect to any such documents or otherwise.




(c)  The
      financial statements of Parent included in all filed or publicly available
      forms, reports, statements and documents since January 1, 2005 (the
“ ***Parent
      Financial Statements*** ”)
      comply
      in all material respects with applicable accounting requirements and all rules
      and regulations with respect thereto as in effect at the time of filing. Such
      financial statements have been prepared in accordance with GAAP, and fairly
      present, in all material respects, the financial condition, results of
      operations and cash flows of Parent as of the dates, and for the periods,
      indicated therein, subject, in the case of unaudited statements, to normal,
      year-end audit adjustments.




(d)  The
      books
      and records of Parent are maintained in material compliance with applicable
      legal and accounting requirements. Parent maintains 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 GAAP 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.




(e)  Except
      as
      and to the extent reflected, disclosed or reserved against in the latest audited
      financial statements Parent Financial Statements (including the notes thereto)
      or as set forth in Schedule 5.8 ,
      Parent
      has not, since the date of the report of the auditors for such latest audited
      Parent Financial Statements, incurred any liabilities, whether absolute,
      accrued, contingent or otherwise, material to the business, operations, assets,
      financial condition of Parent which are required by GAAP (consistently applied)
      to be disclosed in such financial statements or the notes thereto, other than
      trade payables and accrued expenses incurred in the ordinary course of business
      consistent with past practice.




(f)  Parent
      is
      not a Shell Company, as that term is defined in Rule 405 of the Securities
      Act
      and Rule 12b-2 of the Exchange Act (“ ***Shell
      Company*** ”).




(g)  Parent
      is
      eligible to be listed on the Eligible Market.




29




(h)  Any
      funds
      raised by Parent prior to the Financing will not adversely affect the
      availability of an exemption from registration under applicable securities
      Law
      for the Financing, including but not limited to Regulation D under the
      Securities Act.




**5.9**  **Absence
      of Certain Changes or Events** .
      Since
      the date of the latest audited financial statements included within the forms,
      reports, statements and documents filed under or in accordance with securities
      Laws, except as disclosed on Schedule 5.9 or as
      provided for by this Agreement: (i) there has been no event, occurrence or
      development that, individually or in the aggregate, has had or that would
      reasonably be expected to result in a Material Adverse Effect on Parent, or
      which, if taken after the date hereof, would constitute a breach of the
      covenants set forth in Sections 6.12 or 6.17 ;
      (ii)
      Parent has not incurred any material liabilities other than in the ordinary
      course of business consistent with past practice; (iii) Parent has not altered
      its method of accounting or the identity of its auditors; (iv) Parent has
      not declared or made any dividend or distribution of cash or other property
      to
      its shareholders, or purchased, redeemed or made any agreements to purchase
      or
      redeem any shares of its capital stock; and (v) Parent has not issued any equity
      securities. Parent has not taken any steps to seek protection pursuant to any
      bankruptcy Law, nor does Parent have any knowledge or reason to believe that
      its
      creditors intend to initiate involuntary bankruptcy proceedings or any actual
      knowledge of any fact that would reasonably lead a creditor to do so. Parent
      is
      not Insolvent as of the date hereof, and after giving effect to the transactions
      contemplated hereby to occur at Closing, will not be Insolvent.




**5.10**  **Internal
      Controls** .
      Except
      as disclosed in Parent SEC Reports, neither Parent, including, to Parent’s
      Knowledge, any employee thereof, nor Parent’s independent auditors has
      identified or been made aware of: (a) any significant deficiency or
      material weakness in the design or operation of internal controls utilized
      by
      Parent (other than a significant deficiency or material weakness that has been
      disclosed to the Audit Committee of or the Board of Directors of Parent, and,
      in
      the case of a material weakness, that has been disclosed as required in any
      forms, reports, statements or documents filed under or in accordance with,
      U.S.
      securities Laws); (b) any fraud, whether or not material, that involves
      Parent’s management or other employees who have a significant role in the
      preparation of financial statements or the internal controls utilized by Parent;
      or (c) any claim or allegation regarding any of the foregoing, other than claims
      or allegations that have been duly investigated and found not to involve any
      of
      the foregoing.




**5.11**  **Material
      Agreements** .
      A list
      of all oral and written material agreements of Parent is set forth on Schedule 5.11 (each, a
“ ***Parent
      Material Agreement*** ”).
      Parent and to Parent’s Knowledge, each other party thereto, have in all material
      respects performed all the obligations required to be performed by them to
      date
      (or such non-performing party has received a valid, enforceable and irrevocable
      written waiver with respect to its non-performance), have received no notice
      of
      default and are not in default (with due notice or lapse of time or both) under
      any Parent Material Agreement. Parent has no Knowledge of any breach or
      anticipated breach by the other party to any Parent Material Agreement, except
      as set forth on Schedule 5.11 .




30




**5.12**  **Intellectual
      Property** **.**




(a)  Parent
      owns or licenses, directly or through its subsidiaries, for use (with a right
      of
      sublicense) certain Intellectual Property disclosed on Schedule 5.12 (“ ***Parent
      Intellectual Property*** ”),
      which
      constitute all of the Intellectual Property that is necessary for the business
      of Parent as presently conducted. To Parent’s Knowledge, neither Parent’s
      current products, nor any Parent Intellectual Property, infringe or will
      infringe on the valid and existing Intellectual Property rights of others that
      Parent is aware of or, to Parent’s Knowledge, any other rights of others. No
      claim is pending or, to Parent’s Knowledge, threatened, alleging any such
      infringement or with respect to the ownership, validity, license or use of,
      or
      any infringement resulting from, either the Parent Intellectual Property or
      the
      sale of any material products or services by Parent. No loss or expiration
      of
      the Parent Intellectual Property is pending or, to Parent’s Knowledge,
      threatened. The Schedule of Exceptions contains a complete list of the patents
      and patent applications, trademark applications and registrations, copyright
      registrations, and domain name registrations within Parent Intellectual
      Property. There are no outstanding options, licenses or other agreements
      relating to the Parent Intellectual Property, and Parent is not bound by or
      a
      party to any options, licenses or agreements with respect to the Intellectual
      Property of any other person or entity. Parent is not in violation of any
      license, sublicense or other agreement relating to any Intellectual Property
      to
      which it is a party or otherwise bound. Except as set forth on Schedule 5.12 ,
      Parent
      is not obligated to make any payments by way of royalties, fees or otherwise
      to
      any owner or licensor of or claimant to any Intellectual Property with respect
      to the use thereof in connection with the conduct of its business as it is
      presently conducted. There are no agreements, understandings, instruments,
      contracts, judgments, orders or decrees to which Parent is a party or by which
      it is bound that involve indemnification by Parent with respect to infringements
      of Intellectual Property. To Parent’s knowledge, all registrations owned by or
      on behalf of Parent, and applications to Governmental Authorities in respect
      of
      such Parent Intellectual Property, are valid and in full force and effect.
      To
      Parent’s knowledge, no other person is infringing on the Parent Intellectual
      Property.




(b)  Schedule 5.12(b) lists
      each former and current officer, employee and consultant of Parent who had
      or
      has access to Parent confidential information and/or was or is involved in
      Parent research and development and who has executed a Confidential Information
      and Invention Assignment Agreement substantially in the form(s) delivered to
      Cellvine (“ ***Parent
      Confidentiality Agreement*** ”),
      and
      each such agreement remains in full force and effect pursuant to its terms.
      To
      Parent’s Knowledge, no officer or employee or consultant is in violation of such
      Parent Confidentiality Agreement or of any prior employee contract, proprietary
      information agreement or other agreement relating to the right of any such
      individual to be employed by, or to contract with Parent, and, to Parent’s
      Knowledge, the continued employment by Parent of its present employees, and
      the
      performance of Parent’s contracts with its independent contractors, will not
      result in any such violation. Parent has not received any written notice
      alleging that any such violation of any Parent Confidentiality Agreement has
      occurred and is not aware of any facts that could reasonably be expected to
      give
      Parent reason to believe that any violation of any such Confidentiality
      Agreement has occurred.




(c)  The
      Merger does not and will not materially or adversely affect any rights of Parent
      or the Surviving Company to use any material Parent Intellectual
      Property.




31




**5.13**  **Title
      to Properties and Assets; Liens** .
      Except
      as set forth on Schedule 5.13 ,
      Parent
      has good and marketable title to its properties and assets and has good title
      to
      all its leasehold interests, in each case, not subject to any Lien, other than
      Permitted Liens. With respect to the property and assets it leases, Parent
      is in
      compliance with such leases in all material respects and, except as set forth
      on Schedule 5.13 ,
      holds a
      valid leasehold interest free of all Liens. Parent’s properties and assets are
      in good condition and repair in all material respects. Parent does not currently
      own, and has never owned, any real property.




**5.14**  **Compliance
      with Other Instruments and Laws** .
      Parent
      is not in violation, breach or default of any provision of the Parent
      Certificate or the Parent By-laws, each as amended and in effect on the date
      hereof and as of Closing. Parent is not in violation of, default under or breach
      of any provision of any agreement, instrument, mortgage, deed of trust, loan,
      contract, lease, license, commitment, judgment, writ, decree, order, obligation
      or injunction to which it is a party or by which it or any of its properties
      or
      assets are bound, which violation, default or breach, individually or in the
      aggregate, would or could reasonably be expected to have a Material Adverse
      Effect on Parent or its business, taken as a whole, or to prevent or delay
      the
      consummation of the transactions contemplated hereby. Parent is not in violation
      of any provision of any federal, state, local or foreign Law, statute, rule
      or
      governmental regulation, judgment, writ, decree, order or injunction of any
      Governmental Authority, including, all environmental Laws, all Laws, regulations
      and orders relating to antitrust or trade regulation, employment practices
      and
      procedures, the health and safety of employees and consumer credit, which
      violation, individually or in the aggregate, would or could reasonably be
      expected to have a Material Adverse Effect on Parent. Parent has not received
      any notice of alleged violations of any Laws, rules, regulations, orders or
      other requirements of Governmental Authorities. The execution and delivery
      of
      this Agreement by Parent, and Parent’s performance of and compliance with the
      terms hereof, or the consummation of the Merger and the other transactions
      contemplated hereby, will not result in any violation, breach or default, be
      in
      conflict with or constitute, with or without the passage of time or giving
      of
      notice, a default under any Parent Material Agreement or any of the foregoing
      provisions, require any consent or waiver under any Parent Material Agreement
      or
      any of the foregoing provisions (other than any consents or waivers that have
      been obtained), result in the creation of any Lien upon any of the properties
      or
      assets of Parent, trigger any right of cancellation, termination or acceleration
      under any Parent Material Agreement or any of the foregoing provisions, create
      any right of payment in any Person (except as contemplated herein), result
      in
      the suspension, impairment, forfeiture or nonrenewal of any Permit applicable
      to
      Parent or result in a Material Adverse Effect on Parent.




**5.15**  **Litigation** .
      Except
      as set forth on Schedule 5.15 ,
      there
      is no action, suit, proceeding or investigation pending or, to Parent’s
      Knowledge, threatened against or affecting Parent on Merger Sub or any of their
      respective properties or rights before any court or by or before any
      Governmental Authority. The foregoing includes, without limitation, actions
      pending or, to Parent’s Knowledge, threatened involving the prior employment of
      any of Parent’s employees, their use in connection with Parent’s business or any
      information or techniques allegedly proprietary to any of their former
      employers, or their obligations under any agreements with prior employers.
      Neither Parent nor Merger Sub is party or subject to, and none of their
      respective assets is bound by, the provisions of any order, writ, injunction,
      judgment or decree of any Governmental Authority. There is no action, suit
      or
      proceeding initiated by Parent or Merger Sub currently pending or which Parent
      or Merger Sub intends to initiate. There is no action, suit or proceeding
      initiated by Parent currently pending or which Parent intends to initiate.
      There
      is no action, suit, claim or proceeding pending or, to Parent’s Knowledge,
      threatened, that questions the validity of this Agreement or the right of Parent
      to enter into this Agreement, or to consummate the transactions contemplated
      hereby.




32




**5.16**  **Governmental
      or Third Party Consents** .
      No
      consent, approval, order or authorization of or registration, qualification,
      designation, declaration or filing with any Governmental Authority, any court
      or
      tribunal, whether Israeli, United States or otherwise, or other third party
      is
      required by Parent in connection with the valid execution and delivery of this
      Agreement or the consummation of any transaction contemplated hereby, except:
      (i) the determination that there exists an exemption qualification or
      registration (or taking such action as may be necessary to secure an exemption
      from qualification or registration, if available) of the offer, issuance and
      sale of the Parent Shares and the assumption of the Parent Assumed Options,
      Parent Assumed Warrants and the issuance of securities issuable upon exercise
      of
      the Parent Assumed Options or Parent Assumed Warrants under applicable
      securities Laws, including Israeli, United States or otherwise; (ii) the
      conditional listing approval by the Eligible Market in respect of the Parent
      Shares to be issued or subject to issuance pursuant to Parent Assumed Options
      or
      Parent Assumed Warrants to be assumed or issued in connection with the Merger;
      (iii) the Israeli Income Tax Ruling and Israel Section 102 Tax Ruling (with
      respect to compliance for purposes of the benefit for employees of the “capital
      gains” tracks of Section 102); (iv) written notification to the OCS (such
      notification to include Parent’s written undertaking in the OCS’s customary
      form; (v) approval of the Investment Center as described in Section 6.6 ;
      (vi) approval of proposals to approve the Merger, Financing and related
      matters contemplated herein and (vii) approval of proposals to approve the
      Merger by Merger Sub, in accordance with Section 320(c) of the Israel Companies
      Law.




**5.17**  **Permits** .
      Parent
      has all Permits necessary for the conduct of its business as now being conducted
      by it and Parent reasonably believes it can obtain, without undue burden or
      expense, any similar authority for the conduct of its business as planned to
      be
      conducted. All of these Permits are described on Schedule 5.17 .
      Parent
      is not in default in any material respect under any of its Permits. Parent
      has
      complied in all material respects with all federal, state and foreign Laws
      applicable to its business.




**5.18**  **Brokers
      or Finders** .
      In
      connection with this Agreement and the transactions contemplated hereby, Parent
      has not engaged any brokers, finders or agents, and Parent has not incurred,
      and
      neither will incur, directly or indirectly, as a result of any action taken
      by
      Parent or any of its affiliates, any liability for brokerage or finders’ fees or
      agents’ commissions or any similar charges (other than in connection with the
      Financing).




33




**5.19**  **Tax
      Returns and Payments** . Except
      as
      set forth onSchedule5.19,
      Parent
      has accurately prepared and timely filed all income and other Tax Returns and
      other returns required to be filed by it, if any, has paid all taxes,
      assessments, fees and charges owed by it (regardless of whether shown on any
      such tax return) and has otherwise made adequate provision for the payment
      of
      all taxes, assessments, fees and charges owed by it. Except as set forth onSchedule5.19,
      Parent
      has withheld or collected from each payment made to each of its employees,
      the
      amount of all taxes required to be withheld or collected therefrom, and has
      paid
      the same to the proper tax receiving officers or authorized depositaries. Except
      as set forth onSchedule5.19,
      Parent
      has not been advised in writing (a) that any of its Tax Returns have been or
      are
      being audited or (b) of any deficiency in assessment or proposed adjustment
      to
      its federal, provincial or other Taxes. No assessment or proposed adjustment
      of
      Parent’s income or other Taxes is pending. Parent is not currently the
      beneficiary of any extension of time within which to file any tax report or
      Tax
      Return. Except as set forth onSchedule5.19,
      no
      claim has been made by a Governmental Authority in a jurisdiction where Parent
      does not file reports and returns that it is or may be subject to taxation
      by
      tax authorities in that jurisdiction. Except as set forth onSchedule5.19,
      there
      are no Liens on any of the assets of Parent that arose in connection with the
      failure or alleged failure to pay any Tax. Parent has withheld and paid all
      Taxes required to have been withheld and paid in connection with amounts paid
      or
      owing to any employee, creditor, independent contractor or third party. Parent
      has not waived any statute of limitations in respect of taxes or agreed to
      any
      extension of time with respect to a tax assessment or deficiency. Parent has
      not
      made any payments, and is not and will not become obligated under any contract
      entered into on or before the Closing Date to make any payments, in connection
      with the transactions contemplated by this Agreement, or in connection with
      a
      combination of the transactions contemplated by this Agreement and any other
      event, that will be non-deductible or subject to excise tax or that would give
      rise to any obligation to indemnify any person for any excise tax
      payable.




**5.20**  **Employees** . Schedule 5.20 contains
      a full list of each employee of Parent and the principal terms of employment
      for
      each employee. Except as set forth on Schedule 5.20 ,
      the
      employment of each employee of Parent is terminable at will. Except as set
      forth
      on Schedule 5.20 ,
      no
      employee of Parent has been granted the right to continued employment by Parent
      or to any material compensation following termination of employment with Parent.
      To Parent’s knowledge, no employee of Parent, nor any consultant with whom
      Parent has contracted, is in violation of any term of any employment contract,
      noncompetition or proprietary information agreement or any other agreement
      relating to the right of any such individual to be employed by, or to contract
      with, Parent or any judgment, decree or order of any court or administrative
      agency under which it is subject; and to Parent’s Knowledge the continued
      employment by Parent of its present employees, and the performance of Parent’s
      contracts with its independent contractors, will not result in any such
      violation. Neither the execution or delivery of this Agreement, nor the carrying
      on of Parent’s business by the employees and independent contractors of Parent,
      nor the conduct of Parent’s business as now conducted will conflict with or
      result in a breach of the terms, conditions, or provisions of, or constitute
      a
      default under, any contract, covenant or instrument under which any such
      employee or independent contractor is now obligated and of which Parent has
      Knowledge. Parent has not received any notice alleging that any such violation
      has occurred. Parent is not in default with respect to any obligation to any
      of
      its employees. No employee of Parent is represented by any labor union or
      covered by any collective bargaining agreement. There is no pending or, to
      Parent’s knowledge, threatened claim or dispute involving Parent and any
      employee or group of its employees, including and without limitation, the
      individuals listed on Schedule 6.18.
      There
      is no pending or, to Parent’s knowledge, threatened claim or dispute involving
      Parent or any Parent Securityholders and any of the individuals listed onSchedule6.18.
      Parent
      has complied and is currently complying with all applicable Laws relating to
      employment and employment practices, terms and conditions of employment, and
      wages and hours, except for noncompliance that, individually and in the
      aggregate, would not have a Material Adverse Effect on Parent.




34




**5.21**  **Employee
      Benefit Plans** **.**




(a)  Schedule 5.21 sets
      forth a correct and complete list of all Parent Employee Benefit Plans. Each
      Parent Employee Benefit Plan, and its related documents, has been made available
      to Cellvine. No Parent Employee Benefit Plan is subject to Title IV of ERISA,
      or
      Section 412 of the Code, is or has been subject to Section 4063 or 4064 of
      ERISA, or is a multi-employer welfare arrangement as defined in Section 3(40)
      of
      ERISA. Neither Parent nor any ERISA Affiliate has any obligation or liability,
      contingent or otherwise, under Title IV of ERISA with respect to any “pension
      plan” as defined in Section 3(2) of ERISA. Neither Parent nor any of its ERISA
      Affiliates has ever participated in and has never been required to contribute
      to
      any “multi employer plan,” as defined in Sections 3(37)(A) and 4001(a)(3) of
      ERISA and Section 414(f) of the Code or any “multiple employer plan” within the
      meaning of Section 210(a) of ERISA or Section 413(c) of the Code. No Parent
      Employee Benefit Plan provides for, nor does Parent or any of its subsidiaries
      have any liability for post-employment life insurance or health benefit coverage
      for any participant or any beneficiary of a participant, except as may be
      required under the Consolidated Omnibus Budget Reconciliation Act of 1985,
      as
      amended, and at the expense of the participant or the participant’s
      beneficiary.




(b)  The
      Parent Employee Benefit Plans have been maintained in all material respects
      in
      accordance with their terms and with all provisions of ERISA, the Code
      (including rules and regulations thereunder) and other applicable federal and
      state Laws and regulations.




(c)  There
      are
      no pending actions, claims or lawsuits that have been asserted or instituted
      against any Parent Employee Benefit Plan, the assets of any of the trusts under
      any Parent Employee Benefit Plan or the sponsor of any Parent Employee Benefit
      Plan, or, to the knowledge of Parent, against any fiduciary or administrator
      of
      any Parent Employee Benefit Plan with respect to the operation of any Parent
      Employee Benefit Plan (other than routine benefit claims), nor does Parent
      have
      any Knowledge of facts that could reasonably be expected to form the basis
      for
      any such claim or lawsuit.




(d)  Except
      as
      set forth in Schedule 5.21 ,
      neither
      will the execution and delivery of this Agreement nor the consummation of the
      transactions contemplated herein will: (i) result in any payment becoming due
      to
      any current or former employee, officer, director or consultant of Parent or
      any
      of its subsidiaries; (ii) increase any benefits otherwise payable under any
      Parent Employee Benefit Plan; (iii) result in the acceleration of the time
      of
      payment or vesting of any rights with respect to any such benefits under any
      Parent Employee Benefit Plan; or (iv) require any contributions or payments
      to
      fund, or any security to secure, any obligations under any Parent Employee
      Benefit Plan. There are no Parent Employee Benefit Plans that, individually
      or
      collectively, could give rise to the payment in connection with the transactions
      contemplated by this Agreement, or in connection with a combination of the
      transactions contemplated by this Agreement and any other event, of any amount
      that would be deductible pursuant to the terms of Section 280G of the
      Code.




(e)  To
      the
      extent any Parent Employee Benefit Plan to which employees of the Surviving
      Company may receive equity securities does not comply with the “capital gains”
track under Section 102 of the Israeli Income Tax Ordinance, such plan shall
      be
      modified to comply in all respects with the requirements for the “capital gains”
track under Section 102 of the Israeli Income Tax Ordinance by the
      Closing.




35




**5.22**  **Related
      Parties** .
      Except
      as set forth on Schedule 5.22 ,
      there
      are no loans, leases, agreements, understandings, commitments or other
      continuing transactions between Parent and any employee, officer, director
      or
      member of his or her immediate family or shareholder of Parent or member of
      his
      or her immediate family or any person or entity that, directly or indirectly
      through one or more intermediaries, controls, is controlled by or is under
      common control with any of the foregoing persons. To Parent’s Knowledge, none of
      such persons has any direct or indirect ownership interest in any firm or
      corporation with which Parent is affiliated or with which Parent has a business
      relationship, or any firm or corporation that competes with Parent, except
      in
      connection with the ownership of stock of publicly-traded companies (but not
      exceeding 2% of the outstanding capital stock of any such company). No employee,
      officer, director or member of his or her immediate family or, to Parent’s
      Knowledge, shareholder of Parent or member of his or her immediate family or
      any
      person or entity that, directly or indirectly through one or more
      intermediaries, controls, is controlled by or is under common control with
      any
      of the foregoing persons, is, directly or indirectly, interested in any material
      contract with Parent (other than such contracts as relate to any such person’s
      ownership of capital stock or other securities of Parent or employment by
      Parent). Parent is not a guarantor or indemnitor of any Indebtedness of any
      other Person. An independent director of the Parent has evaluated the agreements
      terminating the employment agreements with the employees listed on Schedule 6.18 and has
      determined that any consideration granted or to be granted to the individuals
      listed on Schedule  7.3 (g) in
      exchange for the termination of such existing employment agreements is fair
      and
      in the best interests of Parent and Parent Securityholders.




**5.23**  **Insurance** .
      Parent
      has in full force and effect general commercial, fire and casualty insurance
      policies and insurance against other hazards, risks and liabilities to persons
      and property to the extent and in the manner customary for companies in similar
      businesses similarly situated and sufficient in amount to allow it to replace
      any of its material properties or assets that may be damaged or destroyed or
      sufficient to cover liabilities to which Parent may reasonably become
      subject.




**5.24**  **Environmental
      and Safety Laws** .
      Parent
      is in compliance with all applicable environmental Laws, rules and regulations
      except for noncompliance that, individually or in the aggregate, would not
      or
      could not reasonably be expected to have a Material Adverse Effect on Parent.
      There is no environmental litigation or other environmental proceeding pending
      or, to Parent’s knowledge, threatened, by any Governmental Authority or others
      with respect to the business of Parent. No state of facts exists as to
      environmental matters or Hazardous Substances that involves the reasonable
      likelihood of a material capital expenditure by Parent or that may otherwise
      have a Material Adverse Effect on Parent. To Parent’s Knowledge, no Hazardous
      Substances have been used, treated, stored or disposed of, or otherwise
      deposited in violation of any applicable environmental Laws, in or on the
      properties owned or leased by Parent.




**5.25**  **No
      Assets; No Liabilities** .
      Merger
      Sub will not own, or have the right to own prior to Closing, any assets,
      including, tangible and intangible, personal and real property. Merger Sub
      is
      not involved in the operation of any business nor property. Other than as
      specifically disclosed in such forms, reports, statements or documents and
      those
      liabilities related to this Agreement and as set forth in Schedule 5.24 ,
      neither
      Parent nor Merger Sub has any direct or indirect material liability,
      Indebtedness or obligation, including, known or unknown, absolute or contingent,
      liquidated or unliquidated or due or to become due, except relating to the
      transactions contemplated hereby.




36




**5.26**  **Application
      of Takeover Protections** .
      There
      are no Takeover Protections that are or would become applicable to Parent as
      a
      result of Parent, Merger Sub or Cellvine fulfilling their obligations or
      exercising their rights under this Agreement, including, as a result of Parent’s
      issuance of the Parent Shares, Parent Assumed Options or Parent Warrants
      issuable pursuant to Article III or Parent’s issuance of any other warrant or
      option as specified in this Agreement.




**5.27**  **Disclosure** .
      All
      disclosures provided by Parent and Merger Sub to Cellvine regarding Parent
      and
      Merger Sub, their respective businesses and the transactions contemplated
      hereby, furnished by or on behalf of Parent and Merger Sub 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 the light of the circumstances under which they
      were
      made, not misleading. To Parent and Merger Sub’s Knowledge, no event or
      circumstance has occurred or information exists with respect to Parent and
      Merger Sub or their respective business, properties, operations or financial
      conditions, which, under applicable Law, rule or regulation, requires public
      disclosure or announcement by Parent, but which has not been so publicly
      announced or disclosed, except for entering into this Agreement.




**5.28**  **Operations
      of Merger Sub** .
      Merger
      Sub is a direct, wholly owned subsidiary of Parent, was formed solely for the
      purpose of engaging in the transactions contemplated by this Agreement, has
      engaged in no other business activities and has conducted its operations only
      as
      contemplated by this Agreement.




**5.29**  **Trading
      Matters** .
      The
      Parent Shares are quoted on the Eligible Market. There is no action or
      proceeding pending or, to Parent’s knowledge, threatened against Parent by any
      securities regulatory authority with respect to any intention by such entities
      to prohibit or terminate the quotation of any such securities of Parent on
      the
      Eligible Market.




**5.30**  **Foreign
      Corrupt Practices** .
      Neither
      Parent nor any director, officer, agent, employee or other Person acting on
      behalf of’ Parent has, in the course of its actions for, or on behalf of,
      Parent: (i) used any corporate funds for any unlawful contribution, gift,
      entertainment on other unlawful expenses relating to political activity; (ii)
      made any direct or indirect unlawful payment to any foreign or domestic
      government official or employee from corporate funds; (iii) violated or is
      in violation of’ any provision of the United States Foreign Corrupt Practices
      Act of 1977; or (iv) made other unlawful payment to any foreign or domestic
      government official or employee.




**5.31**  **OFAC** .
      Parent:
      (i) is not a Person whose property or interest in property is blocked or subject
      to blocking pursuant to Section 1 of Executive Order 13224 of September 23,
      2001
      Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten
      to Commit, or Support Terrorism (66 Fed. Reg., 49079 (2001)); (ii) does not
      engage in any dealings or transactions prohibited by Section 2 of such executive
      order, or is otherwise associated with any such Person in any manner violative
      of Section 2 of’ such executive order; and (iii) is not a Person on the list of’
Specially Designated Nationals and Blocked Persons or subject to the limitations
      or prohibitions under any other United States Department of Treasury’s Office of
      Foreign Assets Control regulation or executive order.




37




**5.32**  **Patriot
      Act** .
      Assuming the following were applicable to Parent, Parent would be in compliance,
      in all material respects, with the (i) Trading with the Enemy Act, as amended,
      and each of the foreign assets control regulations of the United States Treasury
      Department (31 CFR, Subtitle B, Chapter V, as amended) and any other enabling
      legislation or executive order relating thereto, (ii) Uniting and Strengthening
      America by Providing Appropriate Tools Required to Intercept and Obstruct
      Terrorism (USA Patriot Act of 200l), and (iii)  any other analogous
      Law.




**ARTICLE
      VI**


**ADDITIONAL
      AGREEMENTS**




**6.1**  **Confidentiality
      and Announcements** . Except
      as provided below in this Section 6.1 ,
      none of
      the parties hereto, nor any of their respective Affiliates, shall publicly
      disclose the execution, delivery or contents of this Agreement other than (i)
      with the prior written consent of the other parties hereto, or (ii) as required
      by any applicable Law (including for the purpose of holding shareholder meetings
      and proxies therefor), the applicable rules of any stock exchange, or any
      Governmental Authority following notification and consultation with the other
      parties. Without limiting the foregoing, the parties understand that this
      Agreement will be filed with the Companies Registrar and distributed to those
      persons entitled by law to receive a copy of the Merger Proposal and will also
      be publicly filed by Parent with the SEC. As soon as practicable following
      the
      execution of this Agreement, the parties hereto shall agree with each other
      as
      to the form, timing and substance of any press release or public disclosure
      related to this Agreement or the transactions contemplated hereby; provided
      that
      (x) such agreement shall not be unreasonably withheld or delayed, and (y)
      nothing contained herein shall prohibit any party, following notification and
      consultation with the other party, from making any such disclosure if required
      by any applicable Law or any Governmental Authority.




**6.2**  **Tax
      Free Exchange** **for U.S. Federal Income Tax Purposes** .




(a)  Each
      of
      Parent and Cellvine shall use its respective commercially reasonable efforts
      to
      cause the Merger to qualify as a reorganization described in Section 368(a)
      of
      the Code and will not take any actions that would reasonably be expected to
      cause the Merger to not so qualify. For purposes of the foregoing, this
      Agreement shall constitute a plan of reorganization.




(b)  Parent
      shall not take or permit any action (or inaction) to occur, and shall cause
      Cellvine not to take or permit any action (or inaction) to occur, at any time
      before January 1, 2014, in any case that could result in the occurrence of
      any
      triggering event within the meaning of U.S. Treasury regulation section
      1.367(a)-8T(d) and (e) or in the recognition of any gain pursuant to U.S.
      Treasury regulation section 1.367(a)-8T(f), in any such case in respect of
      any
      exchange of shares pursuant to the Merger (a “ ***Triggering
      Event*** ”).
      The
      provisions of the preceding sentence shall apply to any successor to or
      transferee of any assets of Parent and Cellvine or other corporation if such
      application could result in a Triggering Event. If there is any change in
      relevant Treasury regulations after the date of this Agreement, this Section 6.2(b) shall be
      interpreted and applied subject to the later regulations. Parent additionally
      agrees to execute for Cellvine Shareholders who are U.S. taxpayers, gain
      recognition agreements in a customary form. Parent acknowledges that this will
      require Parent to agree not to cause any Triggering Event to occur, including,
      the disposition of any Cellvine Shares acquired by it through the Merger in
      a
      taxable transaction through January 1, 2014. Parent will also agree not to
      permit the Surviving Company to dispose of substantially all, as meant by
      368(a)(1)(C) of the Code, of its assets for the same period of
      time.




38




**6.3**  **Merger
      Proposal, Notice and Actions by Companies Registrar** **.**




(a)  As
      promptly as practicable after the execution and delivery of this Agreement,
      (i)
      Cellvine and Merger Sub shall jointly prepare a merger proposal (in the Hebrew
      language) (the “ ***Cellvine
      Merger Proposal*** ”)
      and
      cause it to be executed in accordance with Section 316 of the Israel Companies
      Law (the Merger Proposal process will require audited financial statements
      for
      Merger-Sub to be prepared by Parent), (ii) each of Cellvine and Merger Sub
      shall
      convene a shareholders’ meeting by notice to the shareholders in accordance with
      the respective Articles of Association and the Israel Companies Law (the
“ ***Cellvine
      General Meeting*** ”
and
      “ ***Merger
      Sub General Meeting*** ”),
      (iii)
      each of Cellvine and Merger Sub shall deliver the Merger Proposal to the
      Companies Registrar within three days of the giving of notice of the
      shareholders meeting, and Cellvine and Merger Sub shall cause a copy of its
      Merger Proposal to be delivered to each of its secured creditors, if any, no
      later than three days after the date on which such Merger Proposal is delivered
      to the Companies Registrar and shall promptly inform its non-secured creditors
      of its Merger Proposal and its contents in accordance with Section 318 of the
      Israel Companies Law and the regulations promulgated thereunder. Promptly after
      Cellvine and Merger Sub shall have complied with the preceding sentence, but
      in
      any event no more than three days following the date on which such notice was
      sent to the creditors, Cellvine and Merger Sub shall inform the Companies
      Registrar, in accordance with Section 317(b) of the Companies Law, that notice
      was given to their creditors under Section 318 of the Israel Companies Law
      and
      the regulations promulgated thereunder.




(b)  Cellvine
      and Merger Sub shall provide all required approvals, if any, to the Companies
      Registrar, including notice of the respective shareholders and class resolutions
      approving the Merger as set forth in Section 6.4 below;
      the Merger shall be effected in accordance with Section 323 of the Israel
      Companies Law and this Agreement following (i) the later of 30 days from the
      shareholders resolution approving the Merger or 50 days from the submission
      of
      the applicable Merger Proposal to the Companies Registrar and (ii) the receipt
      of the Israeli Certificate of Merger from the Companies Registrar as soon as
      practicable following the Closing.




**6.4**  **Cellvine
      Merger General Meetings** **.**




(a)  Cellvine
      General Meeting .
      Cellvine shall take all action necessary under all applicable legal requirements
      to convene, give notice of and hold a Cellvine General Meeting with class
      voting, in accordance with the Cellvine Articles and the Israel Companies Law,
      to vote on the proposal to approve the Merger, this Agreement and the
      transactions contemplated hereby. Subject to its fiduciary obligations, the
      Board of Directors of Cellvine shall advise Cellvine’s shareholders that the
      Board of Directors approved the Merger upon the terms and conditions set forth
      in this Agreement.




39




(b)  Merger
      Sub General Meeting .
      Parent,
      as the sole shareholder of Merger Sub, shall vote to approve the Merger at
      a
      Merger Sub General Meeting or any written resolution in lieu
      thereof.




(c)  Companies
      Registrar Notification .
      In
      accordance with Section 317(b) of the Israel Companies Law and the regulations
      thereunder, each of Cellvine and Merger Sub shall inform the Companies Registrar
      of the decisions of the foregoing general meetings with respect to the Merger
      within three Israeli business days following the adoption of the respective
      resolutions.




**6.5**  **Israeli
      Income Tax Rulings and Israeli Tax Withholding** **.**




(a)  As
      soon
      as reasonably practicable after the execution of this Agreement but in any
      event
      no later than 60 days prior to the Effective Time, Cellvine shall cause its
      Israeli advisors to prepare and file with the Israeli Tax Authority an
      application for a ruling(s) to be issued by the Israeli Tax Authority (the
      “ ***Israeli
      Tax Ruling*** ”),
      in
      accordance with Section 103T of the Israeli Income Tax Ordinance, pursuant
      to
      which, if so agreed by the Israeli Tax Authority, the following would
      apply:




(i)  With
      respect to all Cellvine Securityholders, applicable Israeli tax payment which
      may otherwise become due as a result of the exchange (by issuance or
      reservation) of Cellvine Securities into Parent Shares, Parent Assumed Warrants
      and Parent Assumed Options at the Effective Time will be deferred with respect
      to any Cellvine Securityholders electing to become a party to the Israeli Tax
      Ruling (the ***“*** ***Electing
      Securityholder*** ***”*** )
      until a
      future sale, transfer or other conveyance of such Parent Shares, Parent Assumed
      Warrants or Parent Assumed Options; provided, that such Electing Securityholder
      agrees to continue to hold such securities for a period of two years
      (“ ***Holding
      Period*** ”)
      following December 31 of the calendar year during which the Effective Time
      has occurred subject to any exceptions set forth in the Israeli Income Tax
      Ordinance or the Israeli Tax Ruling.




(ii)  With
      respect to holders of Cellvine Options (each,
      an ***“*** ***Eligible
      Taxpayer*** ***”*** as set
      forth in Section 103T of the Israeli Income Tax Ordinance):




(A)  Each
      Eligible Taxpayer whose Israeli taxation in connection with this Agreement
      would
      not have been governed by Section 102 of the Israel Income Tax Ordinance (a
      “ ***Non-102
      Eligible Taxpayer*** ”)
      shall
      be entitled, at its sole discretion, to elect to enjoy the benefits of Section
      103T of the Israeli Income Tax Ordinance. Cellvine shall undertake to assure
      that any Non-102 Eligible Taxpayer making such an election shall do so in the
      manner, and within the time frame, to be prescribed in the Israeli Tax Ruling,
      and shall be subject to all of the provisions and limitations set forth in
      the
      Israeli Tax Ruling relating thereto, as well as the provisions and limitations
      set forth in said Section 103T, including, without limitation, the deposit
      of
      such Non-102 Eligible Taxpayer’s Parent securities at Closing, to the extent not
      held in escrow (to be held thereby until the earlier of the sale thereof, or
      the
      sale of the shares underlying such securities (if applicable)) with a trustee
      approved by the Israel Tax Authority for the purpose of ensuring full payment
      of
      applicable taxes in accordance with said Section 103T. Any Non-102 Eligible
      Taxpayer not making the required election shall not be entitled to enjoy the
      tax
      deferral of Section 103T in connection with the transactions contemplated
      herein.




40




(B)  Each
      Eligible Taxpayer whose Israeli taxation in connection with this Agreement
      would
      be governed by Section 102 of the Israel Income Tax Ordinance and who received
      its securities through a Trustee who was appointed pursuant to said Section
      102
      (“ ***102
      Eligible Taxpayer*** ”)
      shall
      continue to be subject to taxation pursuant to said Section 102 and the
      transactions contemplated herein shall not be considered a tax event causing
      the
      obligation of payment of tax pursuant to Section 102, and the Parent Assumed
      Option received in connection with the transactions contemplated herein shall
      enjoy a “roll-over” treatment in accordance with the provisions of Section
      103T.




(b)  The
      Israeli Tax Ruling could exempt Parent from any obligation to withhold Israeli
      Tax at source from any consideration payable to: (i) Non-102 Eligible Taxpayers
      who elect to benefit from the Israeli Tax Ruling and deposit their securities
      with the trustee appointed in connection therewith; and (ii) the 102 Eligible
      Taxpayers. Parent shall fully cooperate and execute the required documents,
      certificates and forms that may be required in connection thereto.




(c)  With
      respect to the exchange of option rights by Non-102 Eligible Taxpayers who
      shall
      not have elected to benefit from the Israeli Tax Ruling (“ ***Non-Electing
      Non-102 Holders*** ”),
      Parent shall be required to withhold Israeli Tax at source (by way of cash
      payment) from any consideration payable to such Non-Electing Non-102 Holders,
      except to the extent that the Non-Electing Non-102 Holders provide sufficient
      proof, of which the acceptability stands at the sole discretion of Parent,
      that
      either Israeli withholding does not apply or that a reduced rate applies (in
      which case the reduced rate will be withheld). Parent may require a bank
      guarantee or other form of security in order to ensure the reliability of any
      such proof.




(d)  Subject
      to the terms and conditions of the Israeli Tax Ruling and the discussion with
      the Israeli Tax Authority, the parties shall use reasonable efforts to promptly
      take, or cause to be taken, all action and to do, or cause to be done,
      everything necessary, proper or advisable, under applicable legal requirements
      or regulations in order to timely file the request for obtaining the Israeli
      Tax
      Ruling, and to effectively try to obtain the Israeli Tax Ruling.




(e)  The
      parties hereto declare to have understood that the Israeli Tax Authority may
      prescribe or require certain additional provisions, and that the tax treatment
      contemplated in this Section 6.5 may not
      be granted, may not be granted in full, or may not uphold if those conditions
      are not met with or are not continued to be met with during the Holding
      Period.




**6.6**  **Israeli
      Antitrust, Investment Center and OCS Compliance** .




(a)  As
      promptly as practicable after the date of this Agreement, each of Cellvine
      and
      Parent shall prepare and file any notification required under the Israeli
      Restrictive Trade Practices Law in connection with the Merger, and they shall
      reasonably cooperate, as necessary, with a view towards receiving the approval
      of the Restrictive Trade Practices Commissioner, if required in order to
      lawfully consummate the Merger; and




41




(b)  Cellvine
      shall as promptly as practicable after the date of this Agreement,
      (i) prepare and file the notifications required to be made to the OCS and
      Investment Center (if applicable) and (ii) use all reasonable efforts to obtain
      the approval of the Investment Center (if applicable) and any other consents
      that may be required in connection with the Merger. If required, Parent shall
      provide to the OCS and the Investment Center any information reasonably
      requested by such authorities and shall, without limitation of the foregoing,
      execute an undertaking in customary form in which Parent undertakes to comply
      with the OCS Laws and regulations and confirm to the OCS and the Investment
      Center that Cellvine shall continue after the Effective Time to operate in
      a
      manner consistent with its previous undertakings to the OCS and the Investment
      Center.




**6.7**  **Transaction** **Reporting** .
      As
      promptly as practicable (but in no event, with respect to filing, later than
      the
      date required under applicable Law), Parent will prepare and file any forms,
      reports, statements or documents required to be filed under U.S. Law with
      respect to the Merger, as well as under regulations of or as required by the
      Eligible Market and such Governmental Authorities as may require the filing
      of
      similar documents. Parent shall provide Cellvine all drafts of such forms,
      reports, statements or documents at least two days in advance of their filing
      and accept reasonable and timely input from Cellvine with respect to the content
      and form of such forms, reports, statements or documents.




**6.8**  **Notices
      and other Filings From or to Governmental Authorities** .




(a)  Subject
      to applicable Laws relating to the exchange of information, each party will
      promptly furnish to the other parties copies of written communications and
      memoranda setting forth the substance of all oral communications received by
      such party, or any of their respective subsidiaries, affiliates or associates
      from, or delivered by any of the foregoing to, any Governmental Authority
      relating to or in respect of the transactions contemplated under this Agreement,
      including, any communication regarding the Merger or any of the other
      transactions contemplated by this Agreement, to or from the Israel Securities
      Authority, the Companies Registrar or any other Israeli Governmental
      Authority.




(b)  Each
      of
      the parties recognizes the need to comply with Israeli securities laws regarding
      the (i) offering of Parent Shares or the right to purchase Parent Shares, (ii)
      the assumption of the Assumed Parent Options and Assumed Parent Warrants held
      by
      former Cellvine Securityholders and (iii) the offering of Parent Shares and
      Parent Warrants in connection with the Financing (collectively, the
“ ***Israeli
      Offering*** ”).
      The
      Israeli Offering is premised on the condition that an Israeli prospectus will
      not be required. The parties agree to fully cooperate with each other in seeking
      a determination from the Israeli Securities Authority that the Israeli Offering
      does not require preparation and issuance of a prospectus, or an exemption
      from
      such requirement, if it exists, or that the Israeli Securities Authority will
      not take any enforcement action against Parent or Cellvine if the Israeli
      Offering is conducted without a prospectus. If the Israeli Securities Authority
      indicates that it would support a request by the parties not to issue a
      prospectus in connection with the Israeli Offering if the Merger is completed
      pursuant to Section 350 and/or Section 351 of the Israel Companies Law
      (Arrangement) procedure and Cellvine’s Board of Directors decides to effect such
      procedure, each of the parties agrees to fully cooperate with each other in
      submitting requests or filings to any Governmental Authority, including, Israeli
      courts) in connection with such request and as may be necessary in order to
      effect the Merger pursuant to a Section 350 and/or a Section 351 (Arrangement)
      procedure. The Board of Directors of Cellvine will determine, in its sole
      discretion, whether to effect the Merger approval process under Part Eight,
      Chapter One of the Israel Companies Law or the procedures set forth in Sections
      350 and 351 of the Israel Companies Law for the Merger approvals prior to any
      shareholder action required for the approvals. If Cellvine determines to effect
      the Sections 350 and 351 procedures, then the procedures and deliverables in
      connection with the Merger and the transactions contemplated herein shall be
      adjusted accordingly by way of a technical protocol to be signed by the parties
      hereto.




42




(c)  Cellvine
      and Merger Sub will, as soon as practicable following the Closing, file with
      the
      Companies Registrar the required notice that all conditions under Section 323(5)
      of the Israel Companies Law have been fulfilled and will obtain the respective
      Certificate of Merger.




**6.9**  **Parent
      Directors** .
      At the
      direction and in the sole discretion of Cellvine, Parent shall cause any or
      all
      of its directors to submit resignations from the Parent’s board of directors,
      effective at Closing. In connection with and pursuant to the information
      statement and shareholder action by written consent, as set forth in Section 6.16 hereof,
      Parent shall use its best efforts to cause the “ ***Director
      Nominees*** ”
(as
      hereinafter defined) to be elected as members of the boards of directors of
      Parent and its subsidiaries by the existing members of the boards of directors
      of Parent, which election will be effective immediately after the Closing.
      Each
      Director Nominee shall serve as a director for a term expiring at Parent’s next
      annual meeting of shareholders following the Closing Date and until his
      successor is elected and qualified, provided that Parent shall use its best
      efforts to cause Parent’s board of directors to re-nominate each Director
      Nominee as a director for election at Parent’s annual meeting of shareholders
      for each of 2008 and 2009, subject to any limitations imposed by applicable
      Law
      or the rules of the Eligible Market or such other exchange on which Parent’s
      securities are then traded. Parent shall take such action, including amending
      Parent Certificate, as may be required to cause the number of directors
      constituting the Parent board of directors immediately after the Closing Date
      to
      be increased to a number acceptable to Cellvine, if necessary. “ ***Director
      Nominees*** ”
means
      such number of persons selected by Cellvine as proposed candidates to serve
      on
      the Parent’s board of directors as provided in this section.




**6.10**  **Indemnification
      and D&O Insurance** **.**




(a)  From
      and
      after Closing, Parent will cause the Surviving Company to fulfill and honor
      in
      all material respects the obligations of Cellvine pursuant to any
      indemnification provisions under the Cellvine Articles, any indemnification
      agreements or otherwise for the benefit of any individual who served as a
      director or officer of Cellvine (the “ ***Cellvine
      Indemnitees*** ”)
      at any
      time prior to the Effective Time to the maximum extent permitted by
      Law.




43




(b)  Parent
      will provide each Cellvine Indemnitee with directors and officers liability
      insurance (runoff insurance) for a period of seven years after such Effective
      Time on terms no less favorable in coverage and amount than any applicable
      insurance in effect immediately prior to such Effective Time covering periods
      prior to the Effective Time and the merger.




**6.11**  **Other
      Insurance Matters** .
      Parent
      will purchase and maintain product liability and errors & omissions run-off
      insurance coverage for a period of seven years as is customary for companies
      in
      similar businesses and stages, covering their legal liability for the products
      and the services provided, delivered or manufactured prior to the
      Closing.




**6.12**  **Covenants
      Relating To Conduct Of Business** .
      During
      the period from the date of this Agreement to the Effective Time, each of
      Parent, Merger Sub and Cellvine shall conduct its business only in the ordinary
      course and consistent with prudent and past business practice, except for
      transactions contemplated hereunder, or with the prior written consent of the
      other parties, which consent will not be unreasonably withheld; and confer
      on a
      reasonable basis with each other regarding operational matters and other matters
      related to the Merger.




**6.13**  **Access
      to Parent and Merger Sub** .
      During
      the period from the date of this Agreement to the Effective Time, Parent shall
      afford to Cellvine and its officers, directors, agents and counsel access at
      times and upon conditions reasonably convenient to Parent to all properties,
      books, records, contracts and documents of Parent and Merger Sub, and an
      opportunity to make such investigations as they shall reasonably desire to
      make
      of Parent and Merger Sub; and Parent shall furnish or cause to be furnished
      to
      Cellvine and its authorized representatives all such information with respect
      to
      the business and affairs of Parent and Merger Sub as Cellvine and its authorized
      representatives may reasonably request and make the officers, directors,
      employees, auditors and counsel of Parent Merger Sub available for consultation
      and permit access to other third parties as reasonably requested by Cellvine
      for
      verification of any information so obtained.




**6.14**  **Access
      to Cellvine** .
      During
      the period from the date of this Agreement to the Effective Time, Cellvine
      shall
      afford to Parent and its officers, directors, agents and counsel access at
      times
      and upon conditions reasonably convenient to Cellvine and to all properties,
      books, records, contracts and documents of Cellvine, and an opportunity to
      make
      such investigations as it shall reasonably desire to make of Cellvine; and
      Cellvine shall furnish or cause to be furnished to Parent and its authorized
      representatives all such information with respect to the business and affairs
      of
      Cellvine as Parent and its authorized representatives may reasonably request
      and
      make the officers, directors, employees, auditors and counsel of Cellvine
      available for consultation and permit access to other third parties as
      reasonably requested by Parent for verification of any information so
      obtained.




**6.15**  **Confidentiality** .
      Each of
      Parent and Cellvine acknowledges and agrees that any information received
      pursuant to Section 6.13 ,
      and/or Section 6.14 shall be
      subject to the terms relating to confidentiality set forth in the Letter of
      Intent between the parties hereto described on Schedule 6.15 (the
“ ***Confidentiality
      Agreement*** ”).




44




**6.16**  **Parent
      Information Statement and Parent Shareholder Action By Written
      Consent** .




(a)  Promptly
      after the execution of this Agreement, Parent shall file an information
      statement on Schedule 14C and take all other action necessary under all
      applicable legal requirements and the requirements of the SEC and the Eligible
      Market, if any, in order to effect a written action by consent by the
      shareholders holding a majority of Parent Shares entitled to vote thereon to
      approve the (i) Merger, (ii) Financing, (iii) Parent reverse-split,
      (iv) name change of Parent to a name including “ ***Cellvine*** ”
or
      such
      other name as Cellvine determines and (v) election of the Director Nominees
      as
      directors (effective immediately after the Closing), (vi) the Parent Incentive
      Compensation Plan and (vii) such other resolutions and amendments to Parent’s
      corporate documents as are required to effect those transactions and generally
      this Agreement and the transactions contemplated hereby. Subject to its
      fiduciary obligations, the Board of Directors of Parent shall advise Parent’s
      shareholders of its conclusion that this Agreement is advisable, fair and in
      the
      best interest of Parent and its shareholders. As soon after Closing as
      reasonably practicable, Parent shall list Parent Shares on AMEX, and shall
      pay
      such fees and file such documents as are customary in seeking such listing.
      Parent shall timely provide copies of all communications to and from the
      Eligible Market to Cellvine.




(b)  At
      least
      10 days prior to the anticipated Closing, Parent shall file a Schedule 14f-1
      with the SEC and send a Schedule 14f-1 to Parent Shareholders.




**6.17**  **Prohibited
      Actions Pending Closing** .
      Except
      as provided in this Agreement or as disclosed in the Schedule of Exceptions
      or
      to the extent Parent and Cellvine shall otherwise consent in writing, during
      the
      period from the date of this Agreement to the Effective Time, none of Parent,
      Merger Sub or Cellvine shall:




(a)  create
      any Lien on any of its properties or assets, whether tangible or intangible,
      other than (i) Permitted Liens and (ii) Liens that will be released at or prior
      to, or in connection with the Closing;




(b)  sell,
      assign, transfer, lease or otherwise dispose of or agree to sell, assign,
      transfer, lease or otherwise dispose of any its material assets or cancel any
      Indebtedness owed to it;




(c)  change
      any method of accounting or accounting practice used by it, other than such
      changes required by applicable GAAP or changes required to reconcile Israeli
      GAAP and GAAP;




(d)  issue
      or
      sell any shares of the capital stock of, or other equity interests in it, or
      securities convertible into or exchangeable for such shares or equity interests,
      or issue or grant any options, warrants, calls, subscription rights or other
      rights of any kind to acquire additional shares of such capital stock, such
      other equity interests or such securities other than (i) upon exercise or
      conversion of outstanding options, warrants or convertible securities
      outstanding as of the date hereof, (ii) the Financing, (iii) a private placement
      of up to $400,000 of Parent Common Stock to accredited investors under U.S.
      securities Laws, (iv) in connection with any financing of Cellvine or (v)
      to Cellvine’s founders, employees and advisors;




45




(e)  except
      as
      provided on Schedule 6.17(e) and
      required by Section 7.3(f) ,
      amend
      or otherwise change its Articles or charter documents, as the case may be,
      or
      other governing documents;




(f)  declare,
      set aside or pay any dividend or distribution with respect to any share of
      its
      capital stock or declare or effectuate a stock dividend, stock split or similar
      event;




(g)  issue
      any
      note, bond, or other debt security or create, incur, assume, or guarantee any
      Indebtedness for borrowed money or capitalized lease obligation;




(h)  make
      any
      equity investment in, make any loan to, or acquire the securities or assets
      of
      any other person or entity;




(i)  enter
      into any new or additional agreements or materially modify any existing
      agreements relating to the employment of any officer or director or any written
      agreements of any of its employees, except as to indemnification of officers
      and
      directors, otherwise in the ordinary course of business and as required by Sections 6.18 and 7.3(g) ;




(j)  except
      as
      provided on Schedule 6.17(j) ,
      make
      any payments out of the ordinary course of business to any of its officers,
      directors, employees or shareholders;




(k)  pay,
      discharge, satisfy or settle any liability (absolute, accrued, asserted or
      unasserted, contingent or otherwise) other than in the ordinary course of
      business or as contemplated by this Agreement;




(l)  sell,
      transfer, license, abandon, let lapse, encumber or otherwise dispose of any
      Intellectual Property;




(m)  agree
      in
      writing or otherwise take any action that would, or would reasonably be expected
      to, prevent, impair or materially delay the ability of Parent or Cellvine as
      the
      case may be, to consummate the transactions contemplated by this
      Agreement;




(n)  form
      or
      acquire any subsidiaries except for the Merger Sub; or




(o)  agree
      to
      take any of the actions specified in this Section 6.17 .




**6.18**  **Termination
      and Execution of Employment Agreements**.  Parent
      shall cause existing employment agreements to be terminated, including
      employment agreements with the employees listed on Schedule 6.18 hereto,
      and shall enter into Employment Agreements, substantially in the form of Exhibit E ,
      with
      the employees listed on Schedule 7.3(g) .




**6.19**  **Further
      Assurances**.  Subject
      to the terms and conditions herein provided, each of the parties hereto agrees
      to use its commercially reasonable efforts to take, or cause to be taken, all
      action and to do, or cause to be done, all things necessary, proper or advisable
      under applicable Laws and regulations to satisfy the conditions to Closing
      to be
      satisfied by it and to consummate and make effective the transactions
      contemplated by this Agreement and make effective, in the most expeditious
      manner practicable, including, using commercially reasonable efforts to lift
      or
      rescind any injunction or restraining order or other order adversely affecting
      the ability of the parties to consummate the transactions contemplated by this
      Agreement and using commercially reasonable efforts to prevent the breach of
      any
      representation, warranty, covenant or agreement of such party contained or
      referred to in this Agreement and to promptly remedy the same. If at any time
      after the Effective Time, any further action is necessary or desirable to carry
      out the purposes of this Agreement, each party to this Agreement shall use
      commercially reasonable efforts to take all such necessary action.




46




**6.20**  **Lock-up
      Agreements** .




(a)  Cellvine
      shall cause the Persons set forth on Schedule 6.20(a) to
      deliver to Parent an executed lock-up letter agreement substantially in the
      form
      of Exhibit
      B hereto
      prior to the Effective Time (the “ ***Cellvine
      Lock-up Agreements*** ”).




(b)  Parent
      shall cause the Persons set forth on Schedule 6.20(b) ,
      each
      director and executive officer after the Closing to deliver to Cellvine an
      executed lock-up letter agreement substantially in the form of Exhibit
      C hereto
      prior to the Merger (the “ ***Parent
      Lock-up Agreements*** ”).




**6.21**  **Parent
      Liabilities** .
      Parent
      shall take all necessary action to ensure that any and all Indebtedness and
      monetary Liabilities of any kind or nature, excluding Financing Liabilities
      and
      including Liabilities for all professional fees, of Parent and Merger Sub do
      not
      exceed $300,000, in the aggregate.




**6.22**  **Rights
      to Parent Securities** **.** Except
      as provided under this Agreement, Parent shall cause the termination of any
      and
      all preemptive rights, rights of first refusal, put or call rights or
      obligations or anti-dilution or other rights held by Parent Securityholders
      or
      any other Person to purchase or acquire from Parent or Merger Sub any of
      Parent’s or Merger Sub’s authorized and unissued capital stock. Except as
      contemplated by this Agreement, Parent shall cause the termination of (i) any
      rights to have Parent’s or Merger Sub’s capital stock registered for sale to the
      public in connection with the Laws of any jurisdiction, (ii) any agreements
      relating to the voting of Parent’s voting securities and (iii) any
      restrictions on the transfer of Parent’s capital stock or other equity
      securities, other than those arising under applicable securities
      Laws.




**6.23**  **Internal
      Controls** .
      Parent
      will correct any weaknesses, defects or deficiencies in its internal controls
      and disclosure controls, including but not limited to, weaknesses, defects
      or
      deficiencies in internal controls and disclosure controls identified in Parent
      SEC Reports.




**6.24**  **Notices
      and Consents** .
      Each of
      Parent and Cellvine will give any notices to third parties, and will use their
      commercially reasonable efforts to obtain any third party consents referred
      to
      in the Schedule of Exceptions delivered by it hereunder.




**6.25**  **No
      Additional Representations or Warranties** .
      Each of
      Parent, Merger Sub and Cellvine acknowledge that the others have not made any
      representation, warranty or covenant, express or implied, as to the accuracy
      or
      completeness of any information regarding any of them, except as expressly
      set
      forth in this Agreement or the Schedule of Exceptions. SUBJECT TO ANY RIGHTS
      ANY
      PARTY MAY HAVE UNDER LAW OR EQUITY WITH RESPECT TO FRAUD OR WILLFUL CONCEALMENT,
      EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN THIS
      AGREEMENT, NO PARTY MAKES ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED,
      AT
      LAW, IN EQUITY, OR OTHERWISE, IN RESPECT OF PARENT, MERGER SUB, OR CELLVINE,
      AS
      APPLICABLE, OR ANY OF THEIR RESPECTIVE ASSETS, LIABILITIES OR OPERATIONS,
      INCLUDING, ANY IMPLIED REPRESENTATION OR WARRANTY AS TO THE CONDITION,
      MERCHANTABILITY, SUITABILITY OR FITNESS FOR A PARTICULAR PURPOSE, AND EACH
      SUCH
      PARTY EXPRESSLY DISCLAIMS ANY SUCH REPRESENTATION OR WARRANTY.




47




**ARTICLE
      VII**


**CONDITIONS
      PRECEDENT TO THE CLOSING**




**7.1**  **Conditions
      Precedent to Each Party’s Obligation to Effect the
      Merger** .
      The
      respective obligations of each party to effect the Merger shall be subject
      to
      the fulfillment or satisfaction, prior to or on the Closing Date, of the
      following conditions:




(a)  Shareholder
      Approvals .
      The
      Merger shall have been duly approved by the requisite vote of the outstanding
      Cellvine Shares entitled to vote thereon in accordance with Israeli Law (the
      “ ***Israeli
      Company Shareholder Approvals*** ”).
      In
      addition, this Agreement, including the Financing and contemplated Parent
      reverse-split, shall have been approved by a written consent of the shareholders
      holding a majority of Parent Shares entitled to vote thereon in accordance
      with Section 6.16 hereof,
      of which notice has been given in accordance with DGCL and other applicable
      Delaware and federal Law. In the event their respective shareholders, including
      by class voting, do not approve the Merger and the transactions contemplated
      herein, Cellvine and Parent shall have no Liability to each other.




(b)  Governmental
      Authorities’ Approvals .
      All
      Governmental Authorities’ approvals, required to consummate the Merger, if any,
      shall have been obtained, including, but not limited to, the approval of the
      Restrictive Trade Practices Commissioner (if required) pursuant to Section 6.6(a) hereof.




(c)  No
      Injunctions or Restraints .
      No
      restraining order, preliminary or permanent injunction or other judgment issued
      by any court of competent jurisdiction or other legal restraint or prohibition
      that has the effect of preventing the consummation of the Merger shall be in
      effect.




(d)  Completion
      of Financing .
      The
      Subscription Agreements in a form satisfactory to Cellvine and cash proceeds
      of
      the Financing shall have been delivered to the Parent.




Without
      limiting the foregoing conditions precedent to Closing, the issuance by the
      Registrar of the Certificate of Merger is a condition subsequent to Closing
      for
      the completion and effectiveness of the Merger.




**7.2**  **Conditions
      Precedent to Obligations of Parent and Merger Sub** .
      Parent
      and Merger Sub’s obligations to effect the Merger and consummate the other
      transactions contemplated to occur in connection with the Closing is subject
      to
      the satisfaction or waiver of each condition precedent listed
      below.




48




(a)  Representations
      and Warranties .
      As of
      the Closing, each representation and warranty set forth in Article IV shall
      be
      accurate and complete in all material respects, except (i) to the extent that
      such representations and warranties are qualified by terms such as “material”
and “ ***Material
      Adverse Effect*** ”,
      in
      which case such representations and warranties shall be true and correct in
      all
      respects at and as of the Closing Date, (ii) to the extent that such
      representations and warranties expressly relate to an earlier date, in which
      case such representations and warranties shall be true and correct in all
      material respects as of such earlier date and (iii) to the extent that
      modifications to the applicable Schedules of Exceptions have been accepted
      as
      provided in the definitions of “ ***Schedule
      of Exceptions*** ” .




(b)  Lock-up
      Agreements .
      Parent
      shall have received executed copies of the Cellvine Lock-up
      Agreements.




(c)  Performance
      of Obligations of Cellvine .  Cellvine
      shall have performed in all material respects all obligations required to be
      performed by it under this Agreement at or prior to the Closing Date ,
      including, but not limited to, the obligations under Article VI
      hereof.




(d)  Third-Party
      Consents .
      Cellvine shall have procured all of the third-party consents required under
      this
      Agreement and set forth on Schedule 7.2(d) ,
      if
      any.




(e)  Cellvine
      Officer’s Certificate .
      Parent
      and Merger Sub shall have received a certificate of Cellvine signed by the
      chief
      executive officer of Cellvine certifying the matters set forth in Section 7.2(a) and Section 7.2(c) with
      respect to Cellvine.




(f)  Cellvine
      Secretary’s Certificate .
      The
      duly authorized Secretary of Cellvine shall have delivered to Parent certified
      copies of the Cellvine Articles and resolutions adopted by its board of
      directors and shareholders of each class entitled to vote authorizing the Merger
      and the transactions contemplated hereby.




(g)  Other
      Documents .
      Parent
      shall have received all of the documents, agreements and instruments to be
      delivered to it in accordance with this Agreement including in connection with
      the Financing, and shall have been provided with such other documents as it
      shall have reasonably requested from Cellvine.




(h)  No
      Material Adverse Effect .
      No
      event or condition resulting in or which is reasonably expected to result in
      a
      Material Adverse Effect on any of the other parties to this Agreement (such
      party taken as a whole) shall have occurred.




(i)  Retention
      of Parent Employees .
      Parent
      shall have entered into an employment agreement, substantially in the form
      attached hereto as Exhibit
      E ,
      with
      each of the employees of Parent set forth on Schedule 7.3(g) .




**7.3**  **Conditions
      Precedent to Obligations of** **Cellvine** .
      Cellvine obligations to effect the Merger and consummate the other transactions
      contemplated to occur in connection with the Closing is subject to the
      satisfaction or waiver of each condition precedent listed below.




(a)  Representations
      and Warranties .
      As of
      the Closing, each representation and warranty set forth in Article V shall
      be
      accurate and complete in all material respects, except (i) to the extent that
      such representations and warranties are qualified by terms such as “material”
and “ ***Material
      Adverse Effect*** ”,
      in
      which case such representations and warranties shall be true and correct in
      all
      respects at and as of the Closing Date, (ii) to the extent that such
      representations and warranties expressly relate to an earlier date, in which
      case such representations and warranties shall be true and correct in all
      material respects as of such earlier date and (iii) to the extent that
      modifications to the applicable Schedule of Exceptions have been accepted as
      provided in the definition of “ ***Schedule
      of Exceptions*** ” .




49




(b)  Lock-up
      Agreements .
      Cellvine shall have received executed copies of the Parent Lock-up
      Agreements.




(c)  Third-Party
      Consents .
      Parent
      shall have procured all of the third-party consents set forth on Schedule 7.3(c) ,
      if
      any.




(d)  Performance
      of Obligations of Parent and Merger Sub .




(i)  Parent
      shall have performed in all material respects all obligations required to be
      performed by it under this Agreement at or prior to the Closing Date, including,
      but not limited to, the obligations under Article VI hereof.




(ii)  Merger
      Sub shall have performed in all material respects all obligations required
      to be
      performed by it under this Agreement at or prior to the Closing
      Date.




(e)  Parent
      and Merger Sub Officer’s Certificate .
      Cellvine shall have received a certificate of Parent signed by the chief
      executive officer of Parent certifying the matters set forth in Section 7.3(a) ,
      and 7.3(d)(i) and with
      respect to Parent and Merger Sub.




(f)  Parent
      and Merger Sub Secretary’s Certificate .
      The
      duly authorized secretary of Parent and a director of Merger Sub shall have
      delivered to Cellvine, certified copies of the Parent Certificate, the Parent
      By-laws, the Merger Sub Articles and resolutions adopted by Parent’s board of
      directors on behalf of Parent and as the sole shareholder of Merger Sub
      authorizing the Merger and the transactions contemplated hereby. The certified
      copy of the Parent Certificate must authorize a sufficient number of shares
      of
      Parent Common Stock to consummate the transaction contemplated herein, including
      but not limited to the Merger and Financing. The certified copy of the Parent
      By-laws to be delivered hereunder must be in the form of new by-laws identical
      to those set forth on Exhibit
      F .




(g)  Parent
      Employment Agreements .
      Cellvine shall have received termination agreements terminating existing
      employment agreements with the individuals listed on Schedule 6.18 and
      satisfactory evidence that Parent has determined that any consideration granted
      to the individuals listed on Schedule 6.18 in
      exchange for the termination of their existing employment agreements is fair
      and
      in the best interests of Parent and Parent Securityholders. There shall be
      no
      pending or, to Parent’s knowledge, threatened dispute involving the individuals
      listed on Schedule 6.18 and
      Parent or Parent Securityholders. Cellvine shall have received fully executed
      Employment Agreements from all individuals listed on Schedule 7.3(g) . Parent
      and its subsidiaries shall not be party to any other employment, consulting
      or
      compensatory agreements.




50




(h)  Other
      Documents .
      Cellvine shall have received all of the documents, agreements and instruments
      to
      be delivered to it in accordance with this Agreement, including in connection
      with the Financing, and shall have been provided with such other documents
      as it
      shall have reasonably requested from Parent.




(i)  Cellvine
      Israeli Income Tax Ruling .
      Cellvine shall have obtained its Israeli Income Tax Ruling.




(j)  Cellvine
      OCS and Investment Center Approvals .
      Cellvine shall have complied with Section 6.6 and
      shall have received any approvals required thereunder, if any.




(k)  Resignations .
      The
      persons set forth on Schedule 7.3 (k) shall
      have either (i) resigned or (ii) been removed from their positions as
      officers and directors of Parent, Cellvine, and the Merger Sub, as determined
      by
      Cellvine, and shall have been replaced by the Director Nominees.




(l)  Parent
      Employee Benefit Plans .
      Parent
      shall have complied with Section 5.21 .




(m)  No
      Material Adverse Effect .
      No
      event or condition resulting in or which is reasonably expected to result in
      a
      Material Adverse Effect on any of the other parties to this Agreement (such
      party taken as a whole) shall have occurred.




(n)  Parent
      Liabilities .
      All
      outstanding Indebtedness and liabilities of Parent shall have been converted
      into Parent Common Stock, except for the Indebtedness and liabilities set forth
      on Schedule  7.3 (n) ,
      which
      shall not exceed $300,000 at the Closing. At
      Closing, Parent shall have paid all amounts necessary to discharge all tax
      Liens
      imposed by Governmental Authorities .
      Parent
      shall have delivered to Cellvine an itemized list of expenses and fees incurred
      directly and solely in connection with the Financing and SEC filings required
      to
      be filed by Parent directly and solely as a result of the Financing (the
“ ***Financing
      Liabilities*** ”).
      For
      the avoidance of doubt, for the purpose of calculating the outstanding
      Indebtedness and liabilities of Parent, Financing Liabilities shall not be
      included.




(o)  Parent
      Shareholder Approvals .
      All
      items to be approved by shareholders of Parent pursuant to Section 6.16 shall
      have been approved and Parent shall have filed any documents necessary to effect
      such approvals. Prior to
      the date of such shareholder approvals, all filings required by Section 13
      and
      Section 16 of the Exchange Act to have been made by Parent Securityholders,
      officers and directors prior to the date thereof shall have been made and be
      current.




(p)  Schedule
      14f-1 Filing .
      At
      least 10 days prior to Closing, Parent shall file a Schedule 14f-1 with the
      SEC
      and send a Schedule 14f-1 to Parent Shareholders.




(q)  No
      Anti-Dilution, Registration or Pre-emptive Rights .
      Except
      as provided under this Agreement, Parent shall have terminated any and all
      preemptive rights, rights of first refusal, put or call rights or obligations
      or
      anti-dilution or other rights held by Parent Securityholders or any other Person
      to purchase or acquire from Parent or Merger Sub any of Parent’s or Merger Sub’s
      authorized and unissued capital stock. Except as contemplated by this Agreement,
      Parent shall have terminated (i) any rights to have Parent’s or Merger Sub’s
      capital stock registered for sale to the public in connection with the Laws
      of
      any jurisdiction or (ii) any agreements relating to the voting of Parent’s
      voting securities and (iii) any restrictions on the transfer of Parent’s
      capital stock or other equity securities, other than those arising under
      applicable securities Laws. Any of the foregoing rights, restrictions and
      agreements existing as of the date hereof or immediately prior to Closing are
      set forth on Schedule 7.3(q) .




51




(r)  Securities .
      At the
      date of Closing, all representations made by Parent in Section 5.8 of this
      Agreement are accurate and complete. Cellvine shall be satisfied with the
      ability of Parent (after giving effect to the Merger) to be listed on the AMEX,
      as Cellvine determines in its sole reasonable discretion.




**7.4**  **Post-Closing
      Events** .
      At
      Closing, all documents delivered by the Parties at Closing shall be deposited
      in
      escrow (the “ ***Closing
      Escrow*** ”)
      pending the receipt from the Companies Registrar of the Certificate of Merger.
      Cellvine shall deliver the Certificate of Merger to the Closing Escrow Agent,
      at
      which time all Transaction Documents shall be released to the respective parties
      in accordance with the terms of this Agreement and the Letters of Transmittal
      shall be distributed in accordance herewith.




**7.5**  **Waiver
      of Conditions** .
      Any
      condition to a party’s obligations to effect the Merger and consummate the other
      transactions contemplated to occur in connection with the Closing may be waived
      by that party with the consent of the board of directors of that party, without
      the need for further corporate consent or approval.




**ARTICLE
      VIII**


**TERMINATION**




**8.1**  **Termination** .
      This
      Agreement may be terminated at any time prior to the Effective Time, whether
      before or after the requisite approvals of the shareholders of Cellvine, Merger
      Sub, and, if applicable, Parent, in the following manner:




(a)  By
      mutual
      written consent of Parent and Cellvine;




(b)  By
      Parent
      at any time prior to the Effective Time in the event Cellvine has breached
      any
      material representation, warranty, or covenant made by it in this Agreement
      in
      any material respect, Parent has notified such party in writing of the breach
      and the breach has continued without cure (i) for a period of 30 days after
      such
      notice of breach, or (ii) at the End Date, whichever shall be the
      earliest;




(c)  By
      Cellvine at any time prior to the Effective Time in the event Parent or Merger
      Sub has breached any material representation, warranty, or covenant made by
      it
      in this Agreement in any material respect, Cellvine has notified such party
      in
      writing of the breach and the breach has continued without cure (i) for a period
      of 30 days after such notice of breach, or (ii) at the End Date, whichever
      shall
      be the earliest;




(d)  By
      either
      Cellvine or Parent, if the Effective Time shall not have occurred on or before
      the End Date; provided that the party seeking to terminate this Agreement
      pursuant to this Section 8.1(d) shall
      not have breached in any material respect its obligations under this Agreement
      in any manner that shall have proximately caused the failure to consummate
      the
      Merger on or before the End Date ;
      or




52




(e)  By
      either
      Cellvine or Parent, if any restraining order, injunction, legal restraint,
      prohibition or other judgment has been issued by any court of competent
      jurisdiction that has the effect of preventing the consummation of the Merger
      and such restraint, injunction or prohibition has become final and
      nonappealable; provided  that the
      party seeking to terminate this Agreement pursuant to this Section 8.1(e) shall
      not have breached in any material respect its obligations under this Agreement
      in any manner that shall have proximately caused the restraining order,
      injunction, legal restraint, prohibition or other judgment to have been issued
      by any court of competent jurisdiction.




**8.2**  **Liability** .
      In the
      event of termination of this Agreement pursuant to this Article VIII, this
      Agreement shall terminate and there shall be no other liability on the part
      of
      Cellvine or Parent to any other party except for (i) liability arising from
      any
      breach of this Agreement, in which case the aggrieved party shall be entitled
      to
      all rights and remedies available at Law or in equity and (ii) liability
      arising from any breach of the provisions of the Confidentiality Agreement, Section 6.1 ,
      this Section 8.2 ,
      and
      Article X, which provisions shall survive such termination.




**ARTICLE
      IX**


**INDEMNIFICATION**




**9.1**  **Survival** .
      The
      representations and warranties of Parent, Merger Sub, and Cellvine contained
      in
      or made pursuant to this Agreement will survive the execution and delivery
      of
      this Agreement and the Closing, and for a period of 12 months following the
      Closing.




**9.2**  **Indemnification** .




(a)  Parent
      hereby agrees to indemnify and hold harmless Cellvine and, as applicable, its
      officers, directors, shareholders, agents and representatives from and against
      any and all claims, demands, losses, damages, expenses or liabilities (including
      reasonable attorneys’ fees) (“ ***Losses*** ”)
      due to
      or arising out of a material breach of any representation, warranty or covenant
      provided by Parent or Merger Sub hereunder.




(b)  Cellvine
      hereby agrees to indemnify and hold harmless Parent and, as applicable, its
      respective officers, managers, directors, shareholders, members, agents and
      representatives from and against any and all Losses due to or arising out a
      material breach of any representation, warranty or covenant provided by Cellvine
      hereunder.




**9.3**  **Holdback** **;
      Limitation of Liability** .
      As
      security for the Parties’ respective indemnification obligations hereunder,
      Parent shall hold back (the “ ***Holdback*** ” *)* ten
      percent (10.0%) of the Parent Shares to be issued to each Cellvine Shareholder
      in connection with the Merger (the “ ***Cellvine
      Escrowed Securities*** ”)
      pursuant to the terms of Article III hereof and this Article IX. The Escrowed
      Securities shall be held in escrow pursuant to an escrow agreement in the form
      attached hereto as Exhibit
      D (the
“ ***Escrow
      Agreement*** ”)
      and
      released in accordance with the terms thereof on the date that is 364 days
      after
      the Closing Date, except with respect to a number of such Cellvine Escrowed
      Securities, as applicable, reasonably determined to be necessary to satisfy
      any
      written claim made pursuant to this Article IX prior to such release date,
      which
      securities shall be held pursuant to the terms hereof until such claim is fully
      and finally resolved. Parent shall offset Losses for which Cellvine is obligated
      to provide indemnification hereunder against the Cellvine Escrowed Securities
      on
      a pro rata basis based on the number of such securities (calculated on a fully
      diluted basis) issued to each holder thereof and held in such escrow, and the
      aggregate number of Cellvine Escrowed Securities subject to such offset shall
      be
      determined by dividing the amount of such indemnifiable losses, as fully and
      finally determined to be due, by the average closing price per Parent Share
      on
      the Eligible Market or other applicable exchange, as applicable, for the ten-day
      trading period ending on the day prior to such offset. Notwithstanding anything
      else in this Agreement to the contrary, in no event shall Cellvine have any
      liability of any kind or nature under this Agreement or any applicable Law
      to
      any parties or third party beneficiaries hereunder other than pursuant to the
      Holdback and the indemnification obligations of such Persons shall be limited
      to
      the Holdback. Accordingly, if any indemnitee incurs Losses that exceed the
      value
      of the Cellvine Escrowed Securities (as determined pursuant to this section),
      with respect to which it seeks indemnification hereunder neither Cellvine,
      Cellvine Affiliates nor any of their respective shareholders, executives,
      employees or agents, shall be liable for such portion of the Losses that exceeds
      the value of the Cellvine Escrowed Securities.




53




**9.4**  **Satisfaction
      of Parent Indemnification** .
      If
      Parent shall be liable for indemnification under Section 9.2(a) ,
      Parent
      shall satisfy such indemnification by issuing additional Parent Shares on a
      pro
      rata basis to the holders of Cellvine Securities, calculated on a pro rata
      basis
      based on the number of Parent Shares, Parent Assumed Options and Parent Warrants
      (calculated on a fully diluted basis) issued to each holder of Cellvine
      Securities, as applicable. The aggregate number of Parent Shares to be issued
      to
      satisfy such indemnification obligation shall be determined by dividing the
      amount of such indemnifiable losses as fully and finally determined to be due,
      by the average closing price per Parent Share on the Eligible Market or other
      applicable exchange for the ten-day period ending on the day prior to
      satisfaction of such indemnification obligation. Notwithstanding anything else
      in this Agreement to the contrary, in no event will Parent by liable to any
      Parties or third party beneficiaries hereunder for any amount which exceeds,
      in
      the aggregate, twenty-five percent (25%) of the Parent Shares, Parent Assumed
      Options and Parent Assumed Warrants issued hereunder (the “ ***Parent
      Liability Limitation*** ”),
      provided that there shall be no Parent Liability Limitation for claims relating
      to the capitalization of Parent, any rights of Parent Securityholders or any
      breach or violation of Sections 5.4 , 5.7 , 5.8 or 5.19 .




**9.5**  **Sole
      Remedy; Limitation of Damages; Basket** .
      The
      indemnification set forth in this Article IX shall be the sole remedy of the
      parties with respect to breaches of representations and warranties hereunder
      and
      any claim arising our of or relating to this Agreement and the transactions
      contemplated hereby. In no event shall any party be entitled to punitive,
      exemplary, special, incidental or consequential damages or the like for any
      breach of any term hereunder. No Party hereto shall be required to make an
      indemnification payment to an indemnitee pur suant
      to
      this ‎ Article
      IX until such time as the total amount of Losses that have been incurred or
      suffered by one or more of the indemnitees hereunder exceeds $50,000; if the
      total amount of such Losses exceeds $50,000, the indemnitee(s) shall be entitled
      to be indemnified against and compensated and reimbursed for the entire amount
      of such Losses, and not merely for the portion of such Losses exceeding
      $50,000.




54




**9.6**  **Right
      to Indemnification Not Affected by Knowledge or Waiver** .
      The
      right to indemnification, payment of Losses or other remedy based upon breach
      of
      representations, warranties, or covenants will not be affected by any
      investigation conducted with respect to, or knowledge acquired (or capable
      of
      being acquired) at any time, whether before or after the execution and delivery
      of this Agreement or the Closing Date, with respect to the accuracy or
      inaccuracy of or compliance with any such representation, warranty, or
      covenant.




**ARTICLE
      X**


**MISCELLANEOUS**




**10.1**  **Successors
      and Assigns** .
      This
      Agreement is binding upon and inures to the benefit of the parties and their
      successors and assigns. None of the parties to this Agreement may assign or
      otherwise transfer this Agreement or any rights or obligations hereunder without
      the prior written consent of the other parties.




**10.2**  **Counterparts** .
      This
      Agreement may be executed in any number of counterparts, each of which shall
      be
      deemed an original, and all of which together shall constitute one and the same
      agreement.




**10.3**  **Facsimile** .
      A
      facsimile, scanned or e-mailed copy of an original written signature shall
      be
      deemed to have the same effect as an original written signature.




**10.4**  **Captions
      and Headings** .
      The
      captions and headings contained in this Agreement are used for convenience
      only
      and are not to be considered in construing or interpreting this
      Agreement.




**10.5**  **Notices** .
      Unless
      otherwise provided herein, all notices, requests, waivers and other
      communications made pursuant to this Agreement shall be in writing and shall
      be
      conclusively deemed to have been duly given: (i) when hand delivered to the
      other party; (ii) upon receipt, when sent by facsimile to the number set
      forth below or emailed to the address set forth below; or (iii) the next
      business day after deposit with a national overnight delivery service, postage
      prepaid, addressed to the parties as set forth below with next business day
      delivery guaranteed. Each person making a communication hereunder by facsimile
      or email will promptly confirm by telephone to the person to whom such
      communication was addressed each communication made by it by facsimile or email
      pursuant hereto. A party may change or supplement the addresses given below,
      or
      designate additional addresses for purposes of this Section 10.5 ,
      by
      giving the other parties written notice of the new address in the manner set
      forth above.




If
                to Parent:
            Wi-Tron,
                Inc.
              59
                La Grange Street
              Raritan,
                New Jersey 08869
              Attn:
                Tarlochan Bains
              Tel.:
                908.253.6870
              Fax:
                908.253.6875




55




with
                a copy to:
            Eilenberg
                Krause & Paul LLP
              11
                East 44thStreet, 19thFloor
              New
                York, New York 10017
              Attn :
                Wesley J. Paul, Esq.
              wpaul@ezlaw.com
              Tel.:
                212.986.9700
              Fax:
                212.986.2399If
                to Cellvine:
            Cellvine
                Ltd.
              6
                Yoni Netanyahu Street
              POB
                575 Or Yehuda
              Or
                Yehuda 60376, Israel
              Attn:
                Yoni Schiff, CEO
              Tel.:
                +972.3.6348881
              Fax:
                +972.3.6348882with
                a copy to:
            Tadmor
                & Co.
              17
                Ha’arba’a Street
              The
                Millennium Tower
              Tel
                Aviv 64739, Israel
              Attn:
                Yoel Neeman, Adv.
              yoel@tadmor.com
              Tel.:
                +972.3.684.6000
              Fax:
                +972.3.684.6001with
                a copy to:
            Greenberg
                Traurig, P.A.
              1221
                Brickell Avenue
              Miami,
                Florida 33131
              Attn:
                Robert L. Grossman, Esq.
              grossmanb@gtlaw.com
              Tel:
                305.579.0756
              Fax:
                305.961.5756




**10.6**  **Amendments
      and Waivers** .
      Any
      term of this Agreement may be amended, only with the written consent of Parent
      and Cellvine until the Effective Time. Thereafter, such action shall be taken
      only with the written consent of a majority in interest of the pre-Closing
      shareholders of each of Parent and Cellvine, but only to the extent permitted
      by
      Israeli Law, for Cellvine and Delaware Law and the Eligible Market for Parent.
      The observance of any term of this Agreement may be waived, either generally
      or
      in a particular instance and either retroactively or prospectively, at any
      time
      by the party or parties hereto entitled to the benefit thereof.




**10.7**  **Enforceability;
      Severability** .
      The
      parties hereto agree that each provision of this Agreement will be interpreted
      in such a manner as to be effective and valid under applicable Law. If one
      or
      more provisions of this Agreement are nevertheless held to be prohibited,
      invalid or unenforceable under applicable Law, such provision will be effective
      to the fullest extent possible excluding the terms affected by such prohibition,
      invalidity or unenforceability, without invalidating the remainder of such
      provision or the remaining provisions of this Agreement. If the prohibition,
      invalidity or unenforceability referred to in the prior sentence requires such
      provision to be excluded from this Agreement in its entirety, the balance of
      the
      Agreement will be interpreted as if such provision were so excluded and will
      be
      enforceable in accordance with its terms.




56




**10.8**  **Governing
      Law** .
      All
      matters relating to the Merger shall be governed by Israeli Law. This Agreement
      shall otherwise be construed in accordance with, and governed in all respects
      by, the Laws of Delaware.




**10.9**  **Waiver
      of Jury Trial** .
      EACH OF
      THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ITS RIGHT TO A JURY TRIAL OF ANY
      CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS AGREEMENT OR ANY
      DEALINGS BETWEEN THE PARTIES HERETO RELATING TO THE SUBJECT MATTER HEREOF.
      EACH
      OF THE PARTIES HERETO ALSO WAIVES ANY BOND OR SURETY OR SECURITY UPON SUCH
      BOND
      THAT MIGHT, BUT FOR THIS WAIVER, BE REQUIRED OF THE OTHER PARTY. THE SCOPE
      OF
      THIS WAIVER IS INTENDED TO BE ALL-ENCOMPASSING OF ANY AND ALL DISPUTES THAT
      MAY
      BE FILED IN ANY COURT AND THAT RELATE TO THE SUBJECT MATTER OF THIS AGREEMENT,
      INCLUDING, BUT NOT LIMITED TO, CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY
      CLAIMS AND ALL OTHER COMMON LAW AND STATUTORY CLAIMS. EACH OF THE PARTIES HERETO
      ACKNOWLEDGES THAT THIS WAIVER IS A MATERIAL INDUCEMENT TO ENTER INTO THIS
      AGREEMENT. EACH OF THE PARTIES HERETO HEREBY FURTHER ACKNOWLEDGES AND AGREES
      THAT EACH HAS REVIEWED OR HAD THE OPPORTUNITY TO REVIEW THIS WAIVER WITH ITS
      RESPECTIVE LEGAL COUNSEL, AND THAT IT KNOWINGLY AND VOLUNTARILY WAIVES ITS
      JURY
      TRIAL RIGHTS FOLLOWING CONSULTATION WITH SUCH LEGAL COUNSEL. IN THE EVENT OF
      LITIGATION, THIS AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY
      THE
      COURT.




**10.10**  **No
      Third Party Beneficiaries** .
      This
      Agreement is made and entered into for the sole protection and benefit of the
      parties hereto, their successors, assigns and heirs, and no other Person shall
      have any right or action under this Agreement, except that the Cellvine
      Shareholders, Parent Shareholders and holders of other Cellvine securities
      and
      Parent securities, are third party beneficiaries with respect to the provisions
      set forth in Sections 9.2(a) and 9.4 of this
      Agreement.




**10.11**  **Entire
      Agreement** .
      This
      Agreement and the Confidentiality Agreement, and all schedules and exhibits
      hereto and thereto constitute the entire agreement among the parties with
      respect to the subject matter hereof and thereof and no party will be liable
      or
      bound to any other party in any manner by any warranties, representations or
      covenants except as specifically set forth herein or therein.




**10.12**  **Delays
      or Omissions** .
      No
      delay or omission to exercise any right power or remedy accruing to any party
      under this Agreement, or upon any breach or default of any other party under
      this Agreement, will impair any such right, power or remedy of such
      non-breaching or non-defaulting party nor will it be construed to be a waiver
      of
      any such breach or default, or an acquiescence therein, or of or in any similar
      breach or default thereafter occurring; nor will any waiver of any single breach
      or default be deemed a waiver of any other breach or default theretofore or
      thereafter occurring. Any waiver, permit, consent or approval of any kind or
      character on the part of any party of any provisions or conditions of this
      Agreement, must be in writing and will be effective only to the extent
      specifically set forth in such writing. Except as otherwise set forth herein,
      all remedies, either under this Agreement or by Law or otherwise afforded to
      any
      party, will be cumulative and not alternative.




57




**10.13**  **Expenses** .
      If the
      Merger is not consummated, each party shall bear and pay all of the legal,
      accounting and other costs and expenses incurred by it in connection with the
      transactions contemplated by this Agreement.




**10.14**  **Schedules,
      Exhibits and Schedule of Exceptions** .
      The
      Exhibits and Schedules, including the Schedule of Exceptions, annexed hereto
      and
      referred to herein are hereby incorporated in and made a part of this Agreement
      as if set forth in full herein.




**[Signatures
      begin on next page.]**




58


**IN
      WITNESS WHEREOF** ,
      this
      Agreement has been executed by the undersigned as of the day, month and year
      first above written.




**Cellvine,
                Ltd,****an
                Israeli company**By:Name:
                Yoni SchifTitle:
                Chief Executive Officer**Wi-Tron,
                Inc.****a
                Delaware corporation**By:Name:Title:**Wi-Tron
                Acquisition Ltd,****an
                Israeli company**By:Name:Title




59