0001144204-08-017875 Sample Contracts

CREDIT AGREEMENT
Credit Agreement • March 27th, 2008 • Modigene Inc. • Pharmaceutical preparations • Florida

THIS CREDIT AGREEMENT (this “Agreement”), dated as of March 25, 2008 (the “Initial Closing Date”), is entered into by and among Modigene Inc., a Nevada corporation (“Borrower” or the “Company”), and The Frost Group, LLC, a Florida limited liability company (the “Frost Group”).

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NOTE AND SECURITY AGREEMENT
Note and Security Agreement • March 27th, 2008 • Modigene Inc. • Pharmaceutical preparations • Florida

FOR VALUE RECEIVED, Modigene Inc., a Nevada corporation with offices at 3 Sapir Street, Weizmann Science Park, Nes-Ziona, Israel 74140 ("Borrower"), pursuant to this secured note (this "Note"), hereby promises to pay to The Frost Group, LLC, a Florida limited liability company ("Lender"), at such place as Lender may designate from time to time in writing, in lawful money of the United States of America, the principal amount of $10,000,000, or such lesser amount as shall equal the outstanding principal balance of the loan (the "Loan") made to Borrower by Lender pursuant to the Credit Agreement, dated as of March 25, 2008, by and among Borrower and Lender (the "Credit Agreement"), and to pay all other amounts due with respect to the Loan on the dates and in the amounts set forth in the Credit Agreement and this Note.

Securities Purchase Agreement
Securities Purchase Agreement • March 27th, 2008 • Modigene Inc. • Pharmaceutical preparations • New York

This SECURITIES PURCHASE AGREEMENT, dated as of March 25, 2008, is entered into by and among MODIGENE INC., a Nevada corporation (the “Company”), and the investors identified on the signature page hereto (each a “Buyer” and collectively, the “Buyers”).

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