Filed by sedaredgar.com - Mabcure Inc - Exhibit 10.7






EMPLOYMENT AGREEMENT 

THIS AGREEMENT is made as of 7th day of July, 2008 (the
"Effective Date"), 

BETWEEN: 


  
    
      MABCURE INC., a corporation organized under the
        laws of the State of Nevada, having an office at 3702 South Virginia Street,
        Suite #G12 - 401, Reno, Nevada 89502, USA 

      (the "Company") 

    

  



AND: 


  
    
      DR. AMNON GONENNE, an individual having an address
        at c/o Unit 6 – The Court Yard, Gaulby Lane, Stoughton, Leicester
        LE2 2FL, UK

      (the "Executive") 

    

  



WHEREAS: 

	A. 	
      The Company is engaged in the business of developing and
      manufacturing products for cancer detection and therapy (the
      "Business"); and

	 	 
	B. 	
      In connection with an intellectual property purchase
      agreement dated January 10, 2008 between the Company, Indigoleaf
      Associates Ltd. and the Executive (the "Purchase Agreement"), the
      Company wishes to employ the Executive and the Executive has agreed to
      provide his services to the Company upon the terms and conditions provided
      herein.



NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of
the representations, warranties, covenants and agreements hereinafter contained
and other good and valuable consideration, the receipt and sufficiency of which
is hereby acknowledged, the parties hereto covenant and agree as follows: 

ARTICLE 1 
NATURE OF EMPLOYMENT 

1.1        Position.
The Company does hereby employ the Executive in the position of President and
Chief Executive Officer, and the Executive does hereby accept such employment by
the Company, all upon and subject to the terms and conditions of this Agreement.
The Executive hereby consents to his appointment or election as a director of
the Company and as an officer and director of any subsidiaries and affiliates of
the Company, if and when so appointed or elected, from time to time. 




- 2 - 

1.2        Duties and
Functions. The Company and the Executive agree that the Executive shall be
responsible to and shall report to the board of directors of the Company (the
"Board"). The Board may vary the conditions, duties and functions of the
Executive's employment from time to time according to the Company's operational
and other needs provided that his duties shall reasonably reflect the
Executive's position with the Company as set forth herein. The Executive shall
use his reasonable best efforts to produce timely and good quality work, while
acting always in a competent, trustworthy and loyal manner. The Executive agrees
to carry out, using his reasonable best efforts and in a manner that shall
promote the interests of the Company, such duties and functions as the Board may
request from time to time, including, but not limited to, the following: 

	 	(a) 	
      fostering a corporate culture that promotes ethical
      practices, encourages individual integrity and fulfills social
      responsibility;

	 	 	 
	 	(b) 	
      developing and recommending to the Board long-term
      strategies and a vision for the Company that leads to creation of
      shareholder value;

	 	 	 
	 	(c) 	
      developing and recommending to the Board annual business
      plans and budgets that support the Company's long-term strategy;

	 	 	 
	 	(d) 	
      developing for approval by the Board the corporate
      objectives which the Chief Executive Officer is responsible for
      meeting;

	 	 	 
	 	(e) 	
      identifying the principal risks of the Business of the
      Company and ensuring the implementation of appropriate systems to manage
      these risks;

	 	 	 
	 	(f) 	
      ensuring that personnel and systems are in place so that
      the day-to-day business affairs of the Company are appropriately
      managed;

	 	 	 
	 	(g) 	
      consistently striving to achieve the Company's strategic,
      financial and operating goals and objectives;

	 	 	 
	 	(h) 	
      ensuring that appropriate personnel and systems are in
      place for the integrity and adequacy of the Company's internal control
      over financial reporting and management information systems;

	 	 	 
	 	(i) 	
      ensuring that the Company achieves and maintains a
      satisfactory competitive position within its industry;

	 	 	 
	 	(j) 	
      ensuring that the Company has an effective management
      team below the level of the Chief Executive Officer and has an active
      succession plan, including, but not limited to, the appointment, training
      and monitoring of senior management;

	 	 	 
	 	(k) 	
      ensuring there is an effective communications policy for
      the Company; and

	 	 	 
	 	(l) 	
      serving as the chief spokesman for the
  Company.







- 3 - 

The Executive shall always act in accordance with any decision
of, and obey and carry out all lawful orders given to him by the Board; and the
Executive acknowledges that any such decision or order may limit, restrict or
remove any powers or discretions which might otherwise have been exercised by
the Executive. The Executive acknowledges that the Company may, at its option,
appoint additional executives from time to time; provided, however, that the
appointment of such additional executives shall not unreasonably diminish the
Executive’s responsibilities as the President and Chief Executive Officer of the
Company.

1.3        Full Time
Position. Unless prevented by ill health, the Executive shall, during the
term hereof, devote his full business time and his care and attention to the
Business of the Company; provided, however, that the Executive shall be entitled
to provide occasional consulting services to those entities listed in Schedule
"A" hereto and such other entities as may otherwise be approved by the Board, so
long as the provision of such consulting services does not conflict with his
obligations to the Company or the performance of his duties hereunder.

1.4        Securities
Laws. The Executive acknowledges that he is undertaking an executive
position with the Company, which is a public company. The Executive agrees to
abide by and comply with all securities laws, regulations and rules and all
stock exchange rules and policies, as may be applicable from time to time. In
particular, and without limiting the generality of the foregoing, the Executive
agrees that he shall comply with all applicable securities legislation and
regulatory policies applicable to the Company and the Executive, as may be
applicable from time to time, including, but not limited to, United States
securities laws (in particular, Regulation FD) and the policies of the United
States Securities and Exchange Commission (the "SEC"). 

1.5        Term of
Agreement. The employment of the Executive hereunder shall commence on the
Effective Date and shall continue for so long as the Executive is employed by
the Company, subject to termination as provided for in this Agreement. 

ARTICLE 2 
EXECUTIVE COMPENSATION 

2.1        Salary.
The Company shall pay to the Executive, subject to the Executive being an
employee in good standing of the Company, in 24 equal instalments payable
semi-monthly in arrears, an aggregate annual salary in the amount of 120% of the
gross annual salary paid by the Company to Dr. Eli Orr from time to time,
subject to deductions required to be made by the Company by all applicable
legislation, including, but not limited to, all tax returns and payments
required to be filed or made to any federal, state or local tax authority with
respect to the Executive’s employment hereunder and receipt of compensation
hereunder. At the sole discretion of the Board, upon the completion of the
Executive’s first year of employment and each year thereafter, the Board shall
review the Executive’s annual salary and shall adjust it for any erosion of
income caused by inflation. In addition, adjustments shall be made at the sole
discretion of the Board, to reflect the Executive’s contribution to the Company,
when appropriate. 

2.2        Bonus. The
Company and the Executive agree that the Executive shall be eligible to receive
an annual discretionary bonus based upon the performance of the Executive and
that of the Company. The evaluation criteria shall be determined by the Board at
its sole discretion. 




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2.3        Benefits.
Subject to: (i) the approval by the Board, at its sole discretion, of the
Executive’s participation in the various plans from time to time; (ii) the terms
of the various plans in effect with the Company from time to time; (iii) the
Executive taking the necessary steps to ensure that the Executive (and, where
applicable, the Executive's eligible dependents) are properly registered under
the plans; and (iv) the payment of costs payable by the Executive where
applicable, the Company and the Executive agree that the Executive shall be
eligible to receive additional benefits to the Executive during the Executive's
employment hereunder, including: 

	 	(a) 	
      entitlement to participate in all employee benefit
      programs and plans, made available to other salaried employees of the
      Company, including, profit sharing, pension, short and long-term
      disability insurance, hospital, major medical insurance and group life
      insurance plans; and

	 	 	 
	 	(b) 	
      entitlement to participate in the Company’s stock option
      plan.



2.4        Vacation.
  The Executive shall be entitled to four (4) weeks vacation per calendar year.
  Vacation time shall be taken by the Executive at such times so as to minimize
  the disruption to the Business and affairs of the Company. 

2.5        Expenses.
The Company agrees to pay or promptly reimburse the Executive for, in advance if
requested by the Executive, the reasonable travelling, entertainment, telephone
and other expenses actually and properly incurred by the Executive in connection
with the provision of services by the Executive hereunder that are approved by
the Company. Such payment of or reimbursement for expenses shall be subject to
the Executive keeping proper accounts and furnishing to the Company within 60
days after the date the expenses are incurred, all applicable statements,
vouchers and other evidence of expense in such form as may be reasonably
requested by the Company. 

2.6        Compensation
Shares. The Consultant hereby acknowledges the issuance by the Company to
the Executive of 6,409,600 common shares in the capital of the Company (the
"Compensation Shares") pursuant to the terms of the Purchase Agreement. 

ARTICLE 3 
TERMINATION OF EMPLOYMENT


3.1        Termination by
Executive. The Executive may terminate his employment hereunder upon giving
the Company 90 days written notice of the effective date of his resignation. On
receiving such notice, the Company may elect to pay the Executive salary (and
all related benefits owing to the Executive for such period) in lieu of working
during the notice period, in which case the termination shall be effective
immediately. 

3.2        Termination by
the Company. The Company may terminate the Executive's employment hereunder
upon giving the Executive: (i) 90 days prior written notice of the effective
date of the termination; or (ii) salary (and all related benefits owing to the
Executive for such period) in lieu thereof. In the event of the termination of
the Executive’s employment hereunder by the Company, the Executive shall be
entitled to one (1) month’s salary for each full year that the 




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Executive was employed by the Company, in addition to any
notice period (or payment in lieu thereof) provided for hereunder.

3.3        Salary in Lieu
of Notice. The Executive agrees that if the Company elects to pay salary
(and all related benefits) owing to the Executive for such period in lieu of
notice, the Executive's employment may be terminated immediately. The Executive
further agrees that in the case of any termination of employment, the Executive
shall not be entitled to any notice or payments in excess of those specified in
Section 3.2 above. 

3.4        Termination
for Cause. Notwithstanding Section 3.2 hereof, the Company may terminate the
Executive's employment for cause (defined as: (i) the continued failure by the
Executive to substantially perform his duties according to the terms of hereof
(other than any such failure resulting from the disability (defined as the
inability of the Executive to perform the material and substantial duties in
respect of the services to be provided hereunder on a full-time basis for a
period of four (4) consecutive weeks during the term hereof) of the Executive)
after the Company shall have given the Executive reasonable notice in writing of
such failure and a reasonable opportunity, of not less than 30 days, to correct
same; (ii) the conviction of the Executive for embezzlement, theft, fraud or
other criminal offence; (iii) the breach by the Executive of a fiduciary duty
owed to the Company; or (iv) the breach by the Executive of any confidentiality
or non-competition agreement of undertaking of the Executive) without notice or
payment. 

3.5        Fiduciary Duty.
  The Executive acknowledges that he is undertaking a position of authority and
  responsibility with the Company and as such he shall acquire and develop unique
  and valuable contacts, skills and talents during the term of his employment
  with the Company. The Executive furthermore acknowledges that as one of the
  Company's principal representatives, he shall have primary responsibility for
  developing the loyalty and goodwill of the Company's employees and customers.
  Accordingly, during the term of this Agreement and for a period of 12 months
  after the Executive ceases to be an employee of the Company, for any reason
  whatsoever, the Executive agrees to conduct himself in such manner as shall
  not breach any fiduciary duty he may owe to the Company at such time. In particular,
  and without limiting the generality of the foregoing, during the term of this
  Agreement and for a period of 12 months after the Executive ceases to be an
  employee of the Company, for any reason whatsoever, unless expressly consented
  to by the Company in advance by writing, the Executive shall not solicit or
  entice, or attempt to solicit or entice, either directly or indirectly, any
  supplier, contractor, consultant, employee, customer, investor or prospective
  investor of the Company, as at the date of termination of this Agreement, to
  become a supplier, contractor, consultant, employee, customer, or investor of
  any business or enterprise that directly competes with the Business of the Company,
  as conducted by the Company from time to time during the term of this Agreement
  or any extension thereof. 

3.6        Remedies.
The parties hereto acknowledge and agree that any violation or threatened
violation by the Executive of any of the provisions contained in Section 3.5
shall result in immediate and irreparable damage to the Company and that the
Company could not adequately be compensated for such damage by monetary award
alone. Accordingly, the Executive agrees that in the event of any such violation
or threatened violation, the Company shall, in addition to any other remedies
available to the Company at law or in equity, be entitled as a matter of right





- 6 - 

to apply to such relief by way of restraining order, temporary
or permanent injunction and to such other relief as any court of competent
jurisdiction may deem just and proper. 

3.7        Exit
Interview. In the event of termination of employment by either party, the
Executive shall meet with the Board for an interview. At that time, the
Executive shall deliver up to the Chairman of the Board all documents in the
Executive's possession including all notes, graphs, publications, data and other
materials obtained or produced by the Executive during his employment,
including, without limitation, those bearing Confidential Information as defined
in Section 4.2 hereof. 

3.8        Return of
Compensation Shares. Notwithstanding any other provision hereof, if this
Agreement is terminated for any reason whatsoever prior to the 18-month
anniversary of the Effective Date, then the number of Compensation Shares to
which the Executive shall be entitled to shall be determined pursuant to the
provisions of the Purchase Agreement. 

3.9        Survival of
Terms. The representations, warranties, covenants, agreements, obligations
and liabilities of the Executive under any and all of Sections 1.4, 3.5, 3.8,
4.1, 4.3, and 4.4 of this Agreement shall survive any expiration or termination
of this Agreement. Any expiration or termination of this Agreement shall be
without prejudice to any rights and obligations of the parties hereto arising or
existing up to the effective date of such expiration or termination, or any
remedies of the parties with respect thereto. 

3.10      Reasonable
Restrictions. The Executive agrees that all restrictions in this Article 3
are reasonable and valid, and all defences to the strict enforcement thereof by
the Company are hereby waived by the Executive. 

ARTICLE 4 
CONFIDENTIALITY AND INTELLECTUAL
PROPERTY 

4.1       
Confidentiality. The Executive understands and agrees that, in the
performance of the Executive's obligations under this Agreement, the Executive
shall obtain knowledge of Confidential Information (as defined below) relating
to the business or affairs of the Company or of any of its subsidiary or
affiliated companies. The Executive agrees that the Executive shall not, without
the prior written consent of the Chairman of the Board, either before or after
termination of this Agreement: 

	 	(a) 	
      use or disclose any Confidential Information outside of
      the Company (or any of its subsidiary or affiliated companies) or for any
      use or purpose other than those of the Company (or any of its subsidiary
      or affiliated companies);

	 	 	 
	 	(b) 	
      publish any article with respect thereto: provided,
      however, that the Executive shall be entitled to publish articles in
      recognized scientific and peer reviewed journals with respect to the
      Confidential Information with the prior written consent of the Company,
      which consent shall not be unreasonably withheld. Notwithstanding any
      other provision hereof, if a proposed article contains Confidential
      Information that is not reasonably protected, in whole or in part, by a
      patent, then the Company may withhold its consent to the publication of
      the article by the Executive; or







- 7 - 

	 	(c) 	
      except in providing the services hereunder, remove or aid
      in the removal from the premises of the Company any Confidential
      Information or any property or material relating
thereto.



4.2        Definition of
Confidential Information. In this Agreement, "Confidential
Information" means any information or knowledge including, but not limited
to, any formula, pattern, design, system, program, device, software, plan,
budgets, costs, customer information, results of operations, process, know how,
research, discovery, strategy, method, idea or compilation of information that:
(i) relates to the business or affairs of the Company (or any of its subsidiary
or affiliated companies) or to any inventions or results from its or their
research and/or development activities; (ii) is private or confidential in that
it is not generally known or available to the public; or (iii) gives or would
give the Company (or any of its subsidiary or affiliated companies) an
opportunity to obtain an advantage over competitors who do not know of or use
it; provided, however, that Confidential Information shall not include any
information or knowledge that: (i) was rightfully known to the Executive prior
to the commencement of his employment with the Company; (ii) shall have become
generally available to the public, except as a result of any breach of this
Agreement by the Executive; or (iii) is lawfully disclosed to the Executive by
third parties that have no obligation of confidentiality, without restrictions
as to use or disclosure, to the Company.

4.3        Inventions and
Patents. In the event the Executive contributes to any patentable
invention as a result of his employment with the Company, any such patentable
invention shall be the exclusive property of the Company and the Company shall
have the exclusive right to file patent applications in the name of the Company
in connection therewith and the Executive shall cooperate with the Company and
provide all necessary assistance in the filing and prosecution of such patent
applications. 

4.4       
Copyrights. The Executive hereby assigns to the Company all copyrights
and similar rights in all works created by the Executive in whole or in part in
the course of his employment with the Company. 

4.5        Injunctive
Relief. The Executive acknowledges that any unauthorized disclosure or use
of Confidential Information by the Executive may result in material damages to
the Company and consents to the issuance of an injunction or other equitable
remedy to prohibit, prevent or enjoin unauthorized disclosure or use of
confidential information by the Executive. 

ARTICLE 5 
CONFLICT OF INTEREST 

5.1        Disclosure of
Conflicts of Interest. To the extent of his reasonable knowledge, from time
to time, the Executive shall promptly, fully and frankly disclose to the Company
in writing: 

	 	(a) 	
      the nature and extent of any interest the Executive, or
      any of his Associates, has or may have, directly or indirectly, in any
      contract or transaction or proposed contract or transaction of or with the
      Company;

	 	 	 
	 	(b) 	
      every office the Executive, or any of his Associates, may
      hold or acquire, and every property the Executive or any of his
      Associates, may possess or acquire,







- 8 - 

	 		
      whereby directly or indirectly a duty or interest might
      be created in conflict with the interests of the Company or the duties and
      obligations of the Executive under this Agreement; and

	 	 	 
	 	(c) 	
      the nature and extent of any conflict referred to in
      Paragraph 5.1(a) or (b) above.



In this Agreement, the expression "Associate" shall
mean: (i) a corporation of which that person beneficially owns, directly or
indirectly, shares carrying more than 10% of the voting rights attached to all
shares of the corporation for the time being outstanding carrying voting rights
that are at that time capable of being exercised; (ii) a partner of that person;
(iii) a trust or estate in which that person has a substantial beneficial
interest or for which that person serves as trustee or in a similar capacity;
(iv) a spouse, son or daughter of that person; or (v) a relative of that person
or of his spouse, including the parents, brothers and sisters. 

5.2        Avoidance of
Conflicts of Interest. The Executive shall not enter into any agreement,
arrangement or understanding with any other person or entity that would in any
way reasonably conflict or interfere with this Agreement or the duties and
obligations of the Executive under this Agreement or that would otherwise
prevent the Executive from performing the services hereunder, and the Executive
hereby represents and warrants that neither he nor any of his Associates has
entered into any such agreement, arrangement or understanding. 

ARTICLE 6 
GENERAL 

6.1       
Interpretation. If the sense or context of this Agreement so requires,
the singular number only shall include the plural and vice versa and
words importing the masculine gender shall include the feminine and neuter
genders and vice versa and words importing persons shall include
individuals, partnerships, associations, trusts, unincorporated organizations
and corporations and vice versa. In this Agreement "herein", "hereby",
"hereunder", "hereof", "hereto" and words of similar import, refer to this
Agreement as a whole and not to any particular Section or part of this
Agreement. The headings and captions of Sections of this Agreement are inserted
for convenience of reference only and are not to be considered when interpreting
this Agreement. All sums of money set forth in this Agreement are expressed in
United States dollars. 

6.2        Benefit of
Agreement. This Agreement shall enure to the benefit of and be binding upon
the heirs, executors, administrators and legal personal representatives of the
Executive and the successors and assigns of the Company, respectively. 

6.3        Entire
Agreement. This Agreement constitutes the entire agreement between the
parties hereto with respect to the subject matter hereof and cancels and
supersedes any prior understandings and agreements between the parties hereto
with respect thereto. There are not representations, warranties, forms,
conditions, undertakings or collateral agreements, express implied or statutory
between the parties other than as expressly set forth in this Agreement. 

6.4        Waivers.
No waiver of any breach of any term or provision of this Agreement shall be
effective or binding unless made in writing and signed by the party purporting
to give the same 




- 9 - 

and, unless otherwise provided in the written waiver, shall be
limited to the specific breach waived. 

6.5       
Assignment. This contract being a contract of personal services, it is
hereby agreed that neither party hereto may assign his or its rights or
obligations under this Agreement, in whole or in part. 

6.6       
Severability. If any provision of this Agreement is determined to be
invalid or unenforceable in whole or in part, such invalidity or
unenforceability shall attach only to such provision or part thereof and the
remaining part of such provision and all other provisions hereof shall continue
in full force and effect. 

6.7        Notices.
Any demand, notice or other communication under this Agreement in connection
herewith shall be sufficiently given: 

	 	(a) 	
      by the Company to the Executive, if delivered personally
      to the Executive, or if delivered or sent by prepaid registered mail to
      the Executive, as the case may be, at the address of the intended
      recipient shown on the first page of this Agreement; and

	 	 	 
	 	(b) 	
      by the Executive to the Company, if delivered personally
      to the Chairman of the Board or if delivered or sent by prepaid registered
      mail to the Company at the address of the Company shown on the first page
      of this Agreement addressed to the attention of the Chairman of the
      Board.



Any party may change their address for notices by giving notice
in writing of such change to the other parties hereto as provided above. Any
notice or communication shall be deemed to have been given, if delivered as
aforesaid, when delivered, and if mailed in Canada as aforesaid, on the fourth
business day after the date of mailing. 

6.8        Further
Assurances. Each party hereto shall, from time to time, execute and deliver
all such further documents and instruments and do all acts and things as the
other party may reasonably require to effectively carry out or better evidence
or perfect the full intent and meaning of this Agreement. 

6.9       
Arbitration. Should there be a disagreement or a dispute between the
parties hereto with respect to this Agreement or the interpretation thereof, the
same shall be referred to a single arbitrator who is a member of the American
Arbitration Association whose identity shall be acceptable to both parties, and
the determination of such arbitrator shall be final and binding upon the
parties. The Arbitration shall be conducted in compliance with the rules of the
American Arbitration Association and shall take place in New York, New York.


6.10      Electronic Means.
Delivery of an executed copy of this Agreement by electronic facsimile
transmission or other means of electronic communication capable of producing a
printed copy shall be deemed to be execution and delivery of this Agreement as
of the effective date of this Agreement. 




- 10 - 

6.11      Counterparts. This
Agreement may be executed in several counterparts, each of which shall be deemed
to be an original and all of which shall together constitute one and the same
instrument. 

6.12      Copy of Agreement.
The Executive hereby acknowledges receipt of a copy of this Agreement duly
signed by the Company. 

IN WITNESS WHEREOF this Agreement has been executed by the
parties hereto as of the day and year first above written. 

MABCURE INC. 


Per:         /s/
Yapp Moil Lee

               
Authorized Signatory 

 

	SIGNED, SEALED and DELIVERED by 	) 	  
	DR. AMNON GONENNE in the presence 	) 	  
	of: 	) 	  
	  	) 	  
	/s/ Itshak Zivan 	) 	  
	Signature 	) 	/s/ Amnon Gonenne 
	Itshak Zivan 	) 	DR. AMNON GONENNE 
	Print Name 	) 	  
	Yahalom 12, Caesarea, Israel 38889 	) 	  
	Address 	) 	  
	Businessman 	) 	  
	Occupation 	) 	  
	  	) 	  






Schedule "A" 

 

As of the Effective Date, the Executive provides occasional
consulting services to the following entities: 

	Amorphical Ltd. (Israel)