Filed by sedaredgar.com - Mabcure Inc - Exhibit 10.3






THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT RELATES TO AN
OFFERING OF SECURITIES IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.S.
PERSONS (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES
SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT").

NONE OF THE SECURITIES TO WHICH THIS PRIVATE PLACEMENT
SUBSCRIPTION AGREEMENT (THE "SUBSCRIPTION AGREEMENT") RELATES HAVE BEEN
REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO
REGISTERED, NONE MAY BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED
STATES OR TO U.S. PERSONS (AS DEFINED HEREIN) EXCEPT IN ACCORDANCE WITH THE
PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION
FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE
1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES
LAWS. IN ADDITION, HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE
CONDUCTED UNLESS IN ACCORDANCE WITH THE 1933 ACT. 

CONFIDENTIAL 
PRIVATE PLACEMENT SUBSCRIPTION
AGREEMENT 
(Subscribers Resident Overseas) 

THIS SUBSCRIPTION AGREEMENT is dated for reference April 11,
2008. 

	TO: 	MabCure Inc., a Nevada corporation (the
      "Company") 
	 	3702 South Virginia Street, #G12 – 401 
	  	Reno, Nevada 89502 
	  	USA 


Purchase of Units 

1.                       Subscription

1.1                     
On the basis of the representations and warranties and subject to the terms and
conditions set forth herein, ___________________________________ (the
"Subscriber") hereby irrevocably subscribes for and agrees to purchase
______________ units (the "Units") at a price per Unit of US$1.00 (such
subscription and agreement to purchase being the "Subscription"), for an
aggregate purchase price of US$______________ (the "Subscription
Proceeds"). 

1.2                     
Each Unit will consist of: (i) one share in the common stock of the Company
(each, a "Share"); (ii) one non-transferable common stock purchase
warrant (each, an "One Year Warrant") entitling the holder thereof to
purchase one Share (each, an "One Year Warrant Share"), as presently
constituted, for a period of one year commencing at the Closing (as defined
below), at a price per One Year Warrant Share of US$1.25; and (iii) one
non-transferable common stock purchase warrant (each, a "Two Year
Warrant" and, together with the One Year Warrants, the "Warrants")
entitling the holder thereof to purchase one Share (each, a "Two Year Warrant
Share" and, together with the One Year Warrant Shares, the "Warrant
Shares"), as presently constituted, for a period of two years commencing at
the Closing (as defined below), at a price per Two Year Warrant Share of
US$1.25. Certificate(s) representing the One Year Warrants will be in the form
attached as Exhibit "A" hereto and certificate(s) representing the Two Year
Warrants will be in the form attached as Exhibit "B" hereto. The Shares,
Warrants and the Warrant Shares are collectively referred to as the
"Securities". 

1.3                     
On the basis of the representations and warranties and subject to the terms and
conditions set forth herein, the Company hereby irrevocably agrees to sell the
Units to the Subscriber. 




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1.4                     
Subject to the terms hereof, the Subscription will be effective upon its
acceptance by the Company. The Subscriber acknowledges that the offering of
Units contemplated hereby (the "Offering") is not subject to any minimum
aggregate subscription level. 

2.                       
Payment 

2.1                     
The Subscription Proceeds will accompany this Subscription and will be paid by
certified cheque or bank draft drawn on a major bank, or a bank in the United
States reasonably acceptable to the Company, and made payable and delivered as
directed to the Company. Alternatively, the Subscription Proceeds may be wired
as the Company instructs, pursuant to wiring instructions that will be provided
to the Subscriber upon request. If the funds are wired to the Company’s lawyers,
those lawyers are authorized to immediately deliver the funds to the Company.


2.2                     
The Subscriber acknowledges and agrees that this Subscription Agreement, the
Subscription Proceeds and any other documents delivered in connection herewith
will be held on behalf of the Company. In the event that this Subscription
Agreement is not accepted by the Company for whatever reason, which the Company
expressly reserves the right to do, within 30 days of the delivery of an
executed Subscription Agreement by the Subscriber, this Subscription Agreement,
the Subscription Proceeds (without interest thereon) and any other documents
delivered in connection herewith will be returned to the Subscriber at the
address of the Subscriber as set forth in this Subscription Agreement. 

2.3                     
Where the Subscription Proceeds are paid to the Company, the Company is entitled
to treat such Subscription Proceeds as an interest free loan to the Company
until such time as the Subscription is accepted and the certificates
representing the Shares have been issued to the Subscriber. 

3.                      
 Documents Required from Subscriber 

3.1                     
The Subscriber will complete, sign and return to the Company an executed copy of
this Subscription Agreement. 

3.2                     
The Subscriber will complete, sign and return to the Company as soon as
possible, on request by the Company, any documents, questionnaires, notices and
undertakings as may be required by regulatory authorities and applicable law.


4.                       
Closing 

4.1                     
Closing of the offering of the Securities (the "Closing") will occur on
or before April 15, 2008, or on such other date as may be determined by the
Company (the "Closing Date"). 

4.2                     
The Company may, at its discretion, elect to close the Offering in one or more
closings, in which event the Company may agree with one or more subscribers
(including the Subscriber hereunder) to complete delivery of the Shares and the
Warrants to such subscriber(s) against payment therefor at any time on or prior
to the Closing Date. 

5.                       
Acknowledgements of Subscriber 

5.1                     
The Subscriber acknowledges and agrees that: 

	 	(a) 	
      none of the Securities have been registered under the
      1933 Act, or under any state securities or "blue sky" laws of any state of
      the United States, and, unless so registered, may not be offered or sold
      in the United States or, directly or indirectly, to U.S. Persons, as that
      term is defined in Regulation S under the 1933 Act ("Regulation
      S"), except in accordance with the provisions of Regulation S,
      pursuant to an effective registration statement under the 1933 Act, or
      pursuant to an exemption from, or in a transaction not subject to, the
      registration requirements of the 1933 Act;







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	 	(b) 	
      the Subscriber acknowledges that the Company has not
      undertaken, and will have no obligation, to register any of the Securities
      under the 1933 Act;

	 	 	 
	 	(c) 	
      the decision to execute this Agreement and acquire the
      Securities hereunder has not been based upon any oral or written
      representation as to fact or otherwise made by or on behalf of the
      Company, and such decision is based entirely upon a review of information
      (the receipt of which is hereby acknowledged) which has been filed by the
      Company with the United States Securities and Exchange Commission (the
      "SEC") and in compliance, or intended compliance, with applicable
      securities legislation (collectively, the "Public
  Record");

	 	 	 
	 	(d) 	
      if the Company has presented a business plan to the
      Subscriber, the Subscriber acknowledges that the business plan may not be
      achieved or be achievable;

	 	 	 
	 	(e) 	
      no securities commission or similar regulatory authority
      has reviewed or passed on the merits of the Securities;

	 	 	 
	 	(f) 	
      there is no government or other insurance covering the
      Securities;

	 	 	 
	 	(g) 	
      there are risks associated with an investment in the
      Securities, as more fully described in certain information forming part of
      the Public Record;

	 	 	 
	 	(h) 	
      the Subscriber has not acquired the Securities as a
      result of, and will not itself engage in, any "directed selling efforts"
      (as defined in Regulation S under the 1933 Act) in the United States in
      respect of any of the Securities which would include any activities
      undertaken for the purpose of, or that could reasonably be expected to
      have the effect of, conditioning the market in the United States for the
      resale of any of the Shares or Warrant Shares; provided, however, that the
      Subscriber may sell or otherwise dispose of any of the Shares or Warrant
      Shares pursuant to registration thereof under the 1933 Act and any
      applicable state securities laws or under an exemption from such
      registration requirements;

	 	 	 
	 	(i) 	
      the Subscriber and the Subscriber’s advisor(s) have had a
      reasonable opportunity to ask questions of and receive answers from the
      Company in connection with the distribution of the Securities hereunder,
      and to obtain additional information, to the extent possessed or
      obtainable without unreasonable effort or expense, necessary to verify the
      accuracy of the information about the Company;

	 	 	 
	 	(j) 	
      the books and records of the Company were available upon
      reasonable notice for inspection, subject to certain confidentiality
      restrictions, by the Subscriber during reasonable business hours at its
      principal place of business, and all documents, records and books in
      connection with the distribution of the Securities hereunder have been
      made available for inspection by the Subscriber, the Subscriber’s lawyer
      and/or advisor(s);

	 	 	 
	 	(k) 	
      the Subscriber will indemnify and hold harmless the
      Company and, where applicable, its directors, officers, employees, agents,
      advisors and shareholders, from and against any and all loss, liability,
      claim, damage and expense whatsoever (including, but not limited to, any
      and all fees, costs and expenses whatsoever reasonably incurred in
      investigating, preparing or defending against any claim, lawsuit,
      administrative proceeding or investigation whether commenced or
      threatened) arising out of or based upon any representation or warranty of
      the Subscriber contained herein or in any document furnished by the
      Subscriber to the Company in connection herewith being untrue in any
      material respect or any breach or failure by the Subscriber to comply with
      any covenant or agreement made by the Subscriber to the Company in
      connection therewith;







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	 	(l) 	
      none of the Securities are listed on any stock exchange
      or automated dealer quotation system and no representation has been made
      to the Subscriber that any of the Securities will become listed on any
      stock exchange or automated dealer quotation system;

	 	 	 	 
	 	(m) 	
      the Company will refuse to register any transfer of the
      Shares or the Warrant Shares not made in accordance with the provisions of
      Regulation S, pursuant to an effective registration statement under the
      1933 Act or pursuant to an available exemption from the registration
      requirements of the 1933 Act;

	 	 	 	 
	 	(n) 	
      the statutory and regulatory basis for the exemption
      claimed for the Securities, although in technical compliance with
      Regulation S, would not be available if the offering is part of a plan or
      scheme to evade the registration provisions of the 1933 Act;

	 	 	 	 
	 	(o) 	
      the Subscriber has been advised to consult the
      Subscriber’s own legal, tax and other advisors with respect to the merits
      and risks of an investment in the Securities and with respect to
      applicable resale restrictions, and it is solely responsible (and the
      Company is not in any way responsible) for compliance with:

	 	 	 	 
	 		(i) 	
      any applicable laws of the jurisdiction in which the
      Subscriber is resident in connection with the distribution of the
      Securities hereunder, and

	 	 	 	 
	 		(ii) 	
      applicable resale restrictions; and

	 	 	 	 
	 	(p) 	
      this Subscription Agreement is not enforceable by the
      Subscriber unless it has been accepted by the
Company.



6.                       
Representations, Warranties and Covenants of the
Subscriber 

6.1                     
The Subscriber hereby represents and warrants to and covenants with the Company
(which representations, warranties and covenants will survive the Closing) that:


	 	(a) 	
      the Subscriber has the legal capacity and competence to
      enter into and execute this Subscription Agreement and to take all actions
      required pursuant hereto and, if the Subscriber is a corporation, it is
      duly incorporated and validly subsisting under the laws of its
      jurisdiction of incorporation and all necessary approvals by its
      directors, shareholders and others have been obtained to authorize
      execution and performance of this Subscription Agreement on behalf of the
      Subscriber;

	 	 	 
	 	(b) 	
      the entering into of this Subscription Agreement and the
      transactions contemplated hereby do not result in the violation of any of
      the terms and provisions of any law applicable to, or the constating
      documents of, the Subscriber or of any agreement, written or oral, to
      which the Subscriber may be a party or by which the Subscriber is or may
      be bound;

	 	 	 
	 	(c) 	
      the Subscriber has duly executed and delivered this
      Subscription Agreement and it constitutes a valid and binding agreement of
      the Subscriber enforceable against the Subscriber;

	 	 	 
	 	(d) 	
      the Subscriber is not a U.S. Person;

	 	 	 
	 	(e) 	
      the Subscriber is not acquiring the Securities for the
      account or benefit of, directly or indirectly, any U.S. Person;

	 	 	 
	 	(f) 	
      the Subscriber is resident in the jurisdiction set out
      under the heading "Name and Address of Subscriber" on the signature page
      of this Subscription Agreement;







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	 	(g) 	
      the sale of the Securities to the Subscriber as
      contemplated in this Subscription Agreement complies with or is exempt
      from the applicable securities legislation of the jurisdiction of
      residence of the Subscriber;

	 	 	 	 
	 	(h) 	
      the Subscriber is acquiring the Securities for investment
      only and not with a view to resale or distribution and, in particular, it
      has no intention to distribute either directly or indirectly any of the
      Securities in the United States or to U.S. Persons;

	 	 	 	 
	 	(i) 	
      the Subscriber is outside the United States when
      receiving and executing this Subscription Agreement and is acquiring the
      Securities as principal for the Subscriber’s own account (except for the
      circumstances outlined in paragraph 6.1(l)), for investment purposes only,
      and not with a view to, or for, resale, distribution or fractionalisation
      thereof, in whole or in part, and no other person has a direct or indirect
      beneficial interest in such Securities;

	 	 	 	 
	 	(j) 	
      the Subscriber is not an underwriter of, or dealer in,
      the common shares of the Company, nor is the Subscriber participating,
      pursuant to a contractual agreement or otherwise, in the distribution of
      the Securities;

	 	 	 	 
	 	(k) 	
      the Subscriber: (i) is able to fend for itself in the
      Subscription; (ii) has such knowledge and experience in business matters
      as to be capable of evaluating the merits and risks of its prospective
      investment in the Securities; and (iii) has the ability to bear the
      economic risks of its prospective investment and can afford the complete
      loss of such investment;

	 	 	 	 
	 	(l) 	
      if the Subscriber is acquiring the Securities as a
      fiduciary or agent for one or more investor accounts:

	 	 	 	 
	 		(i) 	
      the Subscriber has sole investment discretion with
      respect to each such account and it has full power to make the foregoing
      acknowledgements, representations and agreements on behalf of such
      account, and

	 	 	 	 
	 		(ii) 	
      the investor accounts for which the Subscriber acts as a
      fiduciary or agent satisfy the definition of an "Accredited Investor", as
      the term is defined in Regulation D under the 1933 Act;

	 	 	 	 
	 	(m) 	
      the Subscriber acknowledges that the Subscriber has not
      acquired the Securities as a result of, and will not itself engage in, any
      "directed selling efforts" (as defined in Regulation S under the 1933 Act)
      in the United States in respect of any of the Securities which would
      include any activities undertaken for the purpose of, or that could
      reasonably be expected to have the effect of, conditioning the market in
      the United States for the resale of any of the Securities; provided,
      however, that the Subscriber may sell or otherwise dispose of any of the
      Securities pursuant to registration of any of the Securities pursuant to
      the 1933 Act and any applicable state securities laws or under an
      exemption from such registration requirements and as otherwise provided
      herein;

	 	 	 	 
	 	(n) 	
      the Subscriber is not aware of any advertisement of any
      of the Securities;

	 	 	 	 
	 	(o) 	
      no person has made to the Subscriber any written or oral
      representations:

	 	 	 	 
	 		(i) 	
      that any person will resell or repurchase any of the
      Securities,

	 	 	 	 
	 		(ii) 	
      that any person will refund the purchase price of any of
      the Securities,

	 	 	 	 
	 		(iii) 	
      as to the future price or value of any of the Securities,
      or







- 6 - 

	 	(iv) 	
      that any of the Securities will be listed and posted for
      trading on any stock exchange or automated dealer quotation system or that
      application has been made to list and post any of the Securities of the
      Company on any stock exchange or automated dealer quotation
  system;




	 	(p) 	
      the Subscriber:

	 	 	 	 	 
	 		(i) 	
      is knowledgeable of, or has been independently advised as
      to, the applicable securities laws of the securities regulators having
      application in the jurisdiction in which the Subscriber is resident (the
      "International Jurisdiction") which would apply to the acquisition
      of the Units,

	 	 	 	 	 
	 		(ii) 	
      is purchasing the Units pursuant to exemptions from
      prospectus or equivalent requirements under applicable securities laws or,
      if such is not applicable, the Subscriber is permitted to purchase the
      Units under the applicable securities laws of the securities regulators in
      the International Jurisdiction without the need to rely on any
      exemptions,

	 	 	 	 	 
	 		(iii) 	
      acknowledges that the applicable securities laws of the
      authorities in the International Jurisdiction do not require the Company
      to make any filings or seek any approvals of any kind whatsoever from any
      securities regulator of any kind whatsoever in the International
      Jurisdiction in connection with the issue and sale or resale of any of the
      Securities, and

	 	 	 	 	 
	 		(iv) 	
      represents and warrants that the acquisition of the Units
      by the Subscriber does not trigger:

	 	 	 	 	 
	 			A. 	
      any obligation to prepare and file a prospectus or
      similar document, or any other report with respect to such purchase in the
      International Jurisdiction, or

	 	 	 	 	 
	 			B. 	
      any continuous disclosure reporting obligation of the
      Company in the International Jurisdiction, and

	 	 	 	 	 
	 				
      the Subscriber will, if requested by the Company, deliver
      to the Company a certificate or opinion of local counsel from the
      International Jurisdiction which will confirm the matters referred to in
      subparagraphs (ii), (iii) and (iv) above to the satisfaction of the
      Company, acting reasonably; and

	 	 	 	 	 
	 	(q) 	
      the Subscriber acknowledges that the Escrowed Securities
      (as defined below in Section 10.1) will be subject to the following terms,
      namely:

	 	 	 	 	 
	 		(i) 	
      if the Company achieves one of the Milestones (as defined
      below) within eight months from the date on which the Company moves into
      its research facility after the closing of the transactions contemplated
      by an asset purchase agreement made between the Company, Indigoleaf
      Associates Ltd. and Dr. Amnon Gonenne, dated January 10, 2008 (the
      "Closing"), then the Subscriber, on a pro rata basis with the other
      subscribers to the Offering, will exercise Warrants for at least $950,000
      (i.e. at least 760,000 warrants at $1.25 per common share) within 30 days
      after receipt of the Company's written notice that it achieved such a
      Milestone (but not earlier than 90 days after the Closing). Provided that
      if the price of the Shares, as quoted on the NASDAQ Over-the-Counter
      Bulletin Board (or other exchange on which the shares are traded) on the
      date the Company achieves a Milestone, is less than $1.25 per share, then
      the directors of the Company may, in their sole discretion, allow the
      subscribers to the Offering to purchase, on a pro rata basis, Shares at
      the then market price, in the aggregate amount of $950,000 without penalty
      as provided by Section 6.1(q)(ii) hereof. For the purposed hereof, each of
      the following will be deemed a "Milestone":







- 7 - 

	 	A. 	
      sequencing of the variable region of the novel melanoma
      Mab and filing a patent for that Mab;

	 	 	 
	 	B. 	
      creating novel Mabs against breast cancer which react
      with at least three different breast cancer specimen (tissue or sera) and
      do not cross react with a negative control (e.g. normal tissue or serum);
      or

	 	 	 
	 	C. 	
      creating novel Mabs against colorectal cancer which react
      with at least three different colorectal cancer specimen (tissue or sera)
      and do not cross react with a negative control (e.g. normal tissue or
      serum).




	 	(ii) 	
      if the Subscriber defaults on its commitment to exercise
      its portion of the Warrants pursuant to the provisions of Section
      6.1(q)(i) hereof, then, without limiting the remedies of the Company for
      such breach, all of the Subscriber's Warrants held in escrow pursuant to
      Section 10.1 hereof will immediately expire, and the Subscriber's Shares
      held in escrow pursuant to Section 10.1hereof above will be immediately
      transferred to the Company.



7.                      
 Acknowledgement and Waiver 

7.1                     
The Subscriber has acknowledged that the decision to purchase the Securities was
solely made on the basis of publicly available information contained in the
Public Record. The Subscriber hereby waives, to the fullest extent permitted by
law, any rights of withdrawal, rescission or compensation for damages to which
the Subscriber might be entitled in connection with the distribution of any of
the Securities. 

8.                       
Legending of Subject Securities 

8.1                     
The Subscriber hereby acknowledges that that upon the issuance thereof, and
until such time as the same is no longer required under the applicable
securities laws and regulations, the certificates representing any of the
Securities will bear a legend in substantially the following form: 


  THE SECURITIES REPRESENTED HEREBY HAVE BEEN OFFERED IN AN
    OFFSHORE TRANSACTION TO A PERSON WHO IS NOT A U.S. PERSON (AS DEFINED HEREIN)
    PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS
    AMENDED (THE "1933 ACT"). 

  NONE OF THE SECURITIES REPRESENTED HEREBY HAVE BEEN
    REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO
    REGISTERED, MAY NOT BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED
    STATES (AS DEFINED HEREIN) OR TO U.S. PERSONS EXCEPT IN ACCORDANCE WITH THE
    PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE
    REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION
    FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE
    1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES
    LAWS. IN ADDITION, HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE
    CONDUCTED UNLESS IN COMPLIANCE WITH THE 1933 ACT. "UNITED STATES" AND "U.S.
    PERSON" ARE AS DEFINED BY REGULATION S UNDER THE 1933 ACT. 



8.2                     
The Subscriber hereby acknowledges and agrees to the Company making a notation
on its records or giving instructions to the registrar and transfer agent of the
Company in order to implement the restrictions on transfer set forth and
described in this Subscription Agreement. 

9.                       
Piggyback Registration Rights 

9.1                     
If the Company determines to proceed with the preparation and filing with the
SEC of a registration statement (the "Registration Statement") relating
to an offering for its own account or the account of others under the 1933 Act
of any of its common shares, other than on Form S-4 or Form S-8 (each as
promulgated 




- 8 - 

under the 1933 Act) or its then equivalents relating to equity
securities issuable in connection with stock option or other employee benefit
plans, then the Company will send to the Subscriber written notice of such
determination and, if within thirty (30) days after receipt of such notice, the
Subscriber will so request in writing, then the Company will cause the
registration under the 1933 Act of the Shares (the "Registrable
Securities") and; provided that, if at any time after giving written notice
of its intention to register any of its common shares and prior to the effective
date of the registration statement filed in connection with such registration,
then the Company will determine for any reason not to register or to delay
registration of such common shares, the Company may, at its election, give
written notice of such determination to the Subscriber and, thereupon: (i) in
the case of a determination not to register, will be relieved of its obligation
to register the Registrable Securities in connection with such registration; and
(ii) in the case of a determination to delay registering, will be permitted to
delay registering the Registrable Securities for the same period as the delay in
registering such other common shares. The Company will include in such
registration statement all or any part of the Registrable Securities; provided,
however, that the Company will not be required to register any shares that are
eligible for sale pursuant to Rule 144(k) of the 1933 Act. Notwithstanding any
other provision in this section, if the Company receives a comment from the SEC
which effectively results in the Company having to reduce the number of
Registrable Securities included on such Registration Statement, then the Company
may, in its sole discretion, reduce on a pro rata basis the number of
Registrable Securities to be included in such Registration Statement. 

9.2                     
In connection with each Registration Statement described in this section, the
Subscriber will furnish to the Company in writing such information and
representation letters with respect to itself and the proposed distribution by
it as reasonably will be necessary in order to assure compliance with federal
and applicable state securities laws. The Company may require the Subscriber to
furnish to the Company a certified statement as to the number of shares of
common stock beneficially owned by the Subscriber and the name of the natural
person thereof that has voting and dispositive control over the Registrable
Shares. 

9.3                     
All fees and expenses incidental to the performance of or compliance with the
filing of the Registration Statement will be borne by the Company whether or not
any Registrable Securities are sold pursuant to the Registration Statement. The
fees and expenses referred to in the foregoing sentence will include, without
limitation: (i) all registration and filing fees, including, without limitation,
fees and expenses: (A) with respect to filings required to be made with the OTC
Bulletin Board or other exchange or quotation service on which the common stock
of the Company is then listed for trading, and (B) in compliance with applicable
state securities or Blue Sky laws; (ii) printing expenses, including, without
limitation, expenses of printing certificates for Registrable Securities and of
printing prospectuses, if the printing of prospectuses is reasonably requested
by the holders of a majority of the Registrable Securities included in the
Registration Statement; (iii) messenger, telephone and delivery expenses; (iv)
fees and disbursements of counsel for the Company; (v) 1933 Act liability
insurance, if the Company so desires such insurance; and (vi) fees and expenses
of all other persons retained by the Company in connection with the filing of
the Registration Statement. In addition, the Company will be responsible for all
of its internal expenses incurred in connection with the filing of the
Registration Statement, including, without limitation, all salaries and expenses
of its officers and employees performing legal or accounting duties, the expense
of any annual audit and the fees and expenses incurred in connection with the
listing of the Registrable Securities on any securities exchange, if applicable.
In no event will the Company be responsible for any broker or similar
commissions or, except to the extent provided for hereunder, any legal fees or
other costs of the Subscriber. 

9.4                     
The Company will, notwithstanding any termination of this Subscription
Agreement, indemnify and hold harmless the Subscriber, its officers, directors,
agents and employees, and each person who controls the Subscriber (within the
meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act) and the
officers, directors, agents and employees of each such controlling person, to
the fullest extent permitted by applicable law, from and against any and all
losses, claims, damages, liabilities, costs (including, without limitation,
reasonable attorneys' fees) and expenses (collectively, "Losses"), as
incurred, arising out of or relating to any untrue or alleged untrue statement
of a material fact contained in the Registration Statement, or in any amendment
or supplement thereto or in any preliminary prospectus, or arising out of or
relating to any omission or alleged omission of a material fact required to be
stated therein or necessary to make the statements therein not misleading,
except to the extent, but only to the extent, that: (i) such untrue statements
or omissions are based solely upon information regarding the Subscriber
furnished in writing to the Company by the Subscriber expressly for use therein,
or to the extent that such information relates to the Subscriber or the
Subscriber's proposed method of distribution of Registrable Securities and was
reviewed and expressly approved in writing by the Subscriber expressly for use
in the 




- 9 - 

Registration Statement, or in any amendment or supplement
thereto; or (ii) the use by the Subscriber of an outdated or defective
Registration Statement after the Company has notified the Subscriber in writing
that the Registration Statement is outdated or defective. 

9.5                     
The Subscriber will indemnify and hold harmless the Company, its directors,
officers, agents and employees, each person who controls the Company (within the
meaning of Section 15 of the 1933 Act and Section 20 of the 1934 Act), and the
directors, officers, agents or employees of such controlling persons, to the
fullest extent permitted by applicable law, from and against all Losses, as
incurred, to the extent arising out of or based solely upon: (i) the
Subscriber's failure to comply with the prospectus delivery requirements of the
1933 Act; or (ii) any untrue or alleged untrue statement of a material fact
contained in any Registration Statement, or in any amendment or supplement
thereto or in any preliminary prospectus, or arising out of or relating to any
omission or alleged omission of a material fact required to be stated therein or
necessary to make the statements therein not misleading: (A) to the extent, but
only to the extent, that such untrue statement or omission is contained in any
information so furnished in writing by the Subscriber to the Company
specifically for inclusion in the Registration Statement, or (B) to the extent
that such untrue statements or omissions are based solely upon information
regarding the Subscriber furnished in writing to the Company by the Subscriber
expressly for use therein, or (C) to the extent that such information relates to
the Subscriber or the Subscriber's proposed method of distribution of
Registrable Securities and was reviewed and expressly approved in writing by the
Subscriber expressly for use in the Registration Statement or in any amendment
or supplement thereto; or (iii) the use by the Subscriber of an outdated or
defective Registration Statement after the Company has notified the Subscriber
in writing that the Registration Statement is outdated or defective. In no event
will the liability of the Subscriber hereunder be greater in amount than the
dollar amount of the net proceeds received by the Subscriber upon the sale of
the Registrable Securities giving rise to such indemnification obligation. 

9.6                     
If a claim for indemnification hereunder is unavailable to either the Company or
the Subscriber (in each case, an "Indemnified Party or Indemnified
Parties", as applicable) (by reason of public policy or otherwise), then
each Indemnifying Party, in lieu of indemnifying such Indemnified Party, will
contribute to the amount paid or payable by such Indemnified Party as a result
of such Losses, in such proportion as is appropriate to reflect the relative
fault of the Indemnifying Party and Indemnified Party in connection with the
actions, statements or omissions that resulted in such Losses as well as any
other relevant equitable considerations. The relative fault of such Indemnifying
Party and Indemnified Party will be determined by reference to, among other
things, whether any action in question, including any untrue or alleged untrue
statement of a material fact or omission or alleged omission of a material fact,
has been taken or made by, or relates to information supplied by, such
Indemnifying Party or Indemnified Party, and the parties' relative intent,
knowledge, access to information and opportunity to correct or prevent such
action, statement or omission. The amount paid or payable by a party as a result
of any Losses will be deemed to include, subject to the limitations set forth in
this Subscription, any reasonable attorneys' or other reasonable fees or
expenses incurred by such party in connection with any proceeding to the extent
such party would have been indemnified for such fees or expenses if the
indemnification provided for in this section was available to such party in
accordance with its terms. The parties hereto agree that it would not be just
and equitable if contribution pursuant to this section were determined by pro
rata allocation or by any other method of allocation that does not take into
account the equitable considerations referred to in the immediately preceding
paragraph. Notwithstanding the provisions of this section, no Subscriber will be
required to contribute, in the aggregate, any amount in excess of the amount by
which the proceeds actually received by the Subscriber from the sale of the
Registrable Securities subject to the proceeding exceeds the amount of any
damages that the Subscriber has otherwise been required to pay by reason of such
untrue or alleged untrue statement or omission or alleged omission, except in
the case of fraud by the Subscriber. 

10.                     
Escrow 

10.1                   
The Subscriber agrees and acknowledges that the subscription and purchase of the
Units hereunder will subject to the following escrow provisions: all Warrants
issued to the Subscriber and one-third (1/3) of the aggregate number of Shares
issued to the Subscriber (collectively, the "Escrow Securities") will be
held in escrow by Clark Wilson LLP (the "Escrow Agent") pursuant to the
provisions of this Section 10.1 and released to the Subscriber and the Company,
as applicable, pursuant to the provisions hereof and the escrow agreement to be
entered into among the Company, the Subscriber and the Escrow Agent, a copy of
is attached as Exhibit "C' hereto. While any Escrow Securities remain in escrow,
the Subscriber will have voting rights for the Shares in escrow, and 




- 10 - 

distributions of stock of the Company made in respect of such
shares will be distributed to the Escrow Agent to be held pursuant to the same
terms and conditions the Escrow Agent holds the Subscriber's Escrow Securities.
All other distributions made in respect of such Escrow Securities will be
distributed directly to the Financiers. 

11.                    
 Costs 

11.1                   
The Subscriber acknowledges and agrees that all costs and expenses incurred by
the Subscriber (including any fees and disbursements of any special counsel
retained by the Subscriber) relating to the purchase of the Shares will be borne
by the Subscriber. 

12.                     
Governing Law 

12.1                   
This Subscription Agreement is governed by the laws of the State of Nevada. The
Subscriber, in its personal or corporate capacity and, if applicable, on behalf
of each beneficial purchaser for whom it is acting, irrevocably attorns to the
jurisdiction of the courts of the State of Nevada. 

13.                     
Survival 

13.1                   
This Subscription Agreement, including without limitation the representations,
warranties and covenants contained herein, will survive and continue in full
force and effect and be binding upon the parties hereto notwithstanding the
completion of the purchase of the Units by the Subscriber pursuant hereto. 

14.                    
 Assignment 

14.1                   
This Subscription Agreement is not transferable or assignable. 

15.                    
 Severability 

15.1                   
The invalidity or unenforceability of any particular provision of this
Subscription Agreement will not affect or limit the validity or enforceability
of the remaining provisions of this Subscription Agreement. 

16.                     
Entire Agreement 

16.1                   
Except as expressly provided in this Subscription Agreement and in the
agreements, instruments and other documents contemplated or provided for herein,
this Subscription Agreement contains the entire agreement between the parties
with respect to the sale of the Units and there are no other terms, conditions,
representations or warranties, whether expressed, implied, oral or written, by
statute or common law, by the Company or by anyone else. 

17.                     
Notices 

17.1                   
All notices and other communications hereunder will be in writing and will be
deemed to have been duly given if mailed or transmitted by any standard form of
telecommunication. Notices to the Subscriber will be directed to the address on
page 11 and notices to the Company will be directed to it at MabCure Inc., 3702
South Virginia Street, #G12 – 401, Reno, Nevada 89502 USA, Attention: President,
Fax: (775) 201–1499. 

18.                     
Counterparts and Electronic Means 

                            This
Subscription Agreement may be executed in any number of counterparts, each of
which, when so executed and delivered, will constitute an original and all of
which together will constitute one instrument. Delivery of an executed copy of
this Agreement by electronic facsimile transmission or other means of electronic
communication capable of producing a printed copy will be deemed to be execution
and delivery of this Agreement as of the date hereinafter set forth. 




- 11 - 

19.                     
Delivery Instructions 

19.1                   
The Subscriber hereby directs the Company to deliver the Share and Warrant
Certificates to: 

	 	 
	 	(name) 
	 	 
	 	 
	 	(address) 


19.2                   
  The Subscriber hereby directs the Company to cause the Shares to be registered
  on the books of the Company as follows: 

	 	 
	 	(name) 
	 	 
	 	 
	 	(address) 


IN WITNESS WHEREOF the Subscriber has duly executed this
Subscription Agreement as of the date of acceptance by the Company. 

	 	 
	 	(Name of Subscriber – Please type or print)
  
	 	 
	 	 
	 	(Signature and, if applicable, Office) 
	 	 
	 	 
	 	(Address of Subscriber) 
	 	 
	 	 
	 	(City, State or Province, Postal Code of
      Subscriber) 
	 	 
	 	 
	 	(Country of Subscriber)







- 12 - 

A C C E P T A N C E 

The above-mentioned Subscription Agreement in respect of the
Shares is hereby accepted by MabCure Inc. 

DATED at _____________________________________, the _____ day
of April, 2008. 

MABCURE INC. 


Per:   
_______________________________________
          
Authorized Signatory 




EXHIBIT "A" 

THE SECURITIES REPRESENTED HEREBY HAVE BEEN OFFERED IN AN
OFFSHORE TRANSACTION TO A PERSON WHO IS NOT A U.S. PERSON (AS DEFINED HEREIN)
PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS
AMENDED (THE "1933 ACT").

NONE OF THE SECURITIES REPRESENTED HEREBY HAVE BEEN
REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO
REGISTERED, MAY NOT BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED
STATES (AS DEFINED HEREIN) OR TO U.S. PERSONS EXCEPT IN ACCORDANCE WITH THE
PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION
FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE
1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES
LAWS. IN ADDITION, HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE
CONDUCTED UNLESS IN COMPLIANCE WITH THE 1933 ACT. "UNITED STATES" AND "U.S.
PERSON" ARE AS DEFINED BY REGULATION S UNDER THE 1933 ACT.

THESE WARRANTS WILL EXPIRE AND BECOME NULL AND VOID 
AT 4:30
P.M. (CENTRAL STANDARD TIME) ON April 15, 2009. 

SHARE PURCHASE WARRANTS 
TO PURCHASE SHARES IN THE COMMON
STOCK OF 
MABCURE INC. 

incorporated in the State of Nevada 

	CERTIFICATE NO.:______________ 	April 11, 2008 


                       
THIS IS TO CERTIFY THAT _____________________, (the "Holder") of
_____________________, has the right to purchase, upon and subject to the terms
and conditions hereinafter referred to, up to ______________ fully paid and
non-assessable shares (the "Shares") in the common stock of MABCURE INC.
(hereinafter called the "Company") on or before 4:30 p.m. (Pacific
Standard time) on April 15, 2009 (the "Expiry Date") at a price per Share
(the "Exercise Price") of US$1.25 on the terms and conditions attached
hereto as Appendix "A" (the "Terms and Conditions"). 

	 	1. 	
      ONE (1) WARRANT AND THE EXERCISE PRICE ARE REQUIRED TO
      PURCHASE ONE (1) SHARE. THIS CERTIFICATE REPRESENTS ______________
      WARRANTS.

	 	 	 
	 	2. 	
      These Warrants are issued subject to the Terms and
      Conditions, and the Warrant Holder may exercise the right to purchase
      Shares only in accordance with those Terms and Conditions.

	 	 	 
	 	3. 	
      Nothing contained herein or in the Terms and Conditions
      will confer any right upon the Holder hereof or any other person to
      subscribe for or purchase any Shares at any time subsequent to the Expiry
      Date, and from and after such time, this Warrant and all rights hereunder
      will be void and of no value.



[Remainder of page intentionally left blank; signature page
to follow.] 




- 2 - 

IN WITNESS WHEREOF the Company has executed this Warrant
Certificate this ________ day of April, 2008. 

MABCURE INC. 


Per:   
______________________________________
          
Authorized Signatory 

PLEASE NOTE THAT ALL SHARE CERTIFICATES WILL BE LEGENDED AS
FOLLOWS DURING THE CURRENCY OF APPLICABLE HOLD PERIODS: 


  THE SECURITIES REPRESENTED HEREBY HAVE BEEN OFFERED IN
    AN OFFSHORE TRANSACTION TO A PERSON WHO IS NOT A U.S. PERSON (AS DEFINED HEREIN)
    PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS
    AMENDED (THE "1933 ACT").

  NONE OF THE SECURITIES REPRESENTED HEREBY HAVE BEEN REGISTERED
    UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED,
    MAY NOT BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES (AS
    DEFINED HEREIN) OR TO U.S. PERSONS EXCEPT IN ACCORDANCE WITH THE PROVISIONS
    OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION
    STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM,
    OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933
    ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS.
    IN ADDITION, HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED
    UNLESS IN COMPLIANCE WITH THE 1933 ACT. "UNITED STATES" AND "U.S. PERSON"
    ARE AS DEFINED BY REGULATION S UNDER THE 1933 ACT. 






Appendix "A" 

TERMS AND CONDITIONS dated April 11, 2008, attached to the
Warrants issued by MabCure Inc. 

1.                       
INTERPRETATION 

1.1                     
Definitions 

In these Terms and Conditions, unless there is something in the
subject matter or context inconsistent therewith: 

	 	(a) 	
      "Company" means MABCURE INC. until a successor
      corporation will have become such as a result of consolidation,
      amalgamation or merger with or into any other corporation or corporations,
      or as a result of the conveyance or transfer of all or substantially all
      of the properties and estates of the Company as an entirety to any other
      corporation and thereafter "Company" will mean such successor
      corporation;

	 	 	 
	 	(b) 	
      "Company’s Auditors" means an independent firm of
      accountants duly appointed as auditors of the Company;

	 	 	 
	 	(c) 	
      "Director" means a director of the Company for the time
      being, and reference, without more, to action by the directors means
      action by the directors of the Company as a board, or whenever duly
      empowered, action by an executive committee of the board;

	 	 	 
	 	(d) 	
      "herein", "hereby" and similar expressions refer to these
      Terms and Conditions as the same may be amended or modified from time to
      time; and the expression "Article" and "Section," followed by a number
      refer to the specified Article or Section of these Terms and
      Conditions;

	 	 	 
	 	(e) 	
      "person" means an individual, corporation, partnership,
      trustee or any unincorporated organization and words importing persons
      have a similar meaning;

	 	 	 
	 	(f) 	
      "shares" means the shares in the common stock of the
      Company as constituted at the date hereof and any shares resulting from
      any subdivision or consolidation of the shares;

	 	 	 
	 	(g) 	
      "Warrant Holders" or "Holders" means the holders of the
      Warrants; and

	 	 	 
	 	(h) 	
      "Warrants" means the warrants of the Company issued and
      presently authorized and for the time being
outstanding.



1.2                    
 Gender 

Words importing the singular number include the plural and vice
versa and words importing the masculine gender include the feminine and neuter
genders. 

1.3                    
 Interpretation not affected by Headings 

The division of these Terms and Conditions into Articles and
Sections, and the insertion of headings are for convenience of reference only
and will not affect the construction or interpretation thereof. 

1.4                    
 Applicable Law 

The Warrants will be construed in accordance with the laws of
the State of Nevada. 




- 2 - 

2.                      
 ISSUE OF WARRANTS 

2.1                     
Additional Warrants 

The Company may at any time and from time to time issue
additional warrants or grant options or similar rights to purchase shares of its
capital stock. 

2.2                     
Warrant to Rank Pari Passu 

All Warrants and additional warrants, options or similar rights
to purchase shares from time to time issued or granted by the Company, will rank
pari passu whatever may be the actual dates of issue or grant thereof, or
of the dates of the certificates by which they are evidenced. 

2.3                    
 Issue in substitution for Lost Warrants 

	 	(a) 	
      If a Warrant certificate becomes mutilated, lost,
      destroyed or stolen, the Company, at its discretion, may issue and deliver
      a new certificate of like date and tenor as the one mutilated, lost,
      destroyed or stolen, in exchange for and in place of and upon cancellation
      of such mutilated certificate, or in lieu of, and in substitution for such
      lost, destroyed or stolen certificate and the Warrants represented by such
      substituted certificate will be entitled to the benefit hereof and rank
      equally in accordance with its terms with all other Warrants issued or to
      be issued by the Company.

	 	 	 
	 	(b) 	
      The applicant for the issue of a new Warrant certificate
      pursuant hereto will bear the cost of the issue thereof and in case of
      loss, destruction or theft furnish to the Company such evidence of
      ownership and of loss, destruction, or theft of the certificate so lost,
      destroyed or stolen as will be satisfactory to the Company in its
      discretion and such applicant may also be required to furnish indemnity in
      amount and form satisfactory to the Company in its discretion, and will
      pay the reasonable charges of the Company in connection
  therewith.



2.4                     
Warrant Holder Not a Shareholder 

The holding of a Warrant will not constitute the Holder thereof
a shareholder of the Company, nor entitle it to any right or interest in respect
thereof except as in the Warrant expressly provided. 

3.                       
NOTICE 

3.1                    
 Notice to Warrant Holders 

Any notice required or permitted to be given to the Holders
will be in writing and may be given by prepaid registered post, electronic
facsimile transmission or other means of electronic communication capable of
producing a printed copy to the address of the Holder appearing on the Holder’s
Warrant certificate or to such other address as any Holder may specify by notice
in writing to the Company, and any such notice will be deemed to have been given
and received by the Holder to whom it was addressed if mailed, on the third day
following the mailing thereof, if by facsimile or other electronic
communication, on successful transmission, or, if delivered, on delivery; but,
if at the time or mailing or between the time of mailing and the third business
day thereafter there is a strike, lockout, or other labour disturbance affecting
postal service, then the notice will not be effectively given until actually
delivered. 

3.2                    
 Notice to the Company 

Any notice required or permitted to be given to the Company
will be in writing and may be given by prepaid registered post, electronic
facsimile transmission or other means of electronic communication capable of
producing a printed copy to the address of the Company set forth below or such
other address as the Company may specify by notice in writing to the Holder, and
any such notice will be deemed to have been given and received by the 




- 3 - 

Company to whom it was addressed if mailed, on the third day
following the mailing thereof, if by facsimile or other electronic
communication, on successful transmission, or, if delivered, on delivery; but,
if at the time or mailing or between the time of mailing and the third business
day thereafter there is a strike, lockout, or other labour disturbance affecting
postal service, then the notice will not be effectively given until actually
delivered: 

MABCURE INC. 
3702 South Virginia
Street, #G12 – 401 
Reno, Nevada 89502 
USA 

Attention: President 

Fax No. (775) 201-1499 

with a copy to: 

CLARK WILSON LLP 
Barristers and
Solicitors 
800 – 885 West Georgia Street 
Vancouver, British Columbia

Canada V6C 3H1 

Attention: Jonathan Lotz 

Fax: (604) 687-6314 

4.                      
 EXERCISE OF WARRANTS 

4.1                    
 Method of Exercise of Warrants 

The right to purchase shares conferred by the Warrants may be
exercised by the Holder surrendering the Warrant certificate representing same,
with a duly completed and executed subscription in the form attached hereto and
a bank draft or certified cheque payable to or to the order of the Company, for
the purchase price applicable at the time of surrender in respect of the shares
subscribed for in lawful money of the United States of America, to the Company
at the address set forth in, or from time to time specified by the Company
pursuant to, Section 3.2 hereof. 

4.2                    
 Effect of Exercise of Warrants 

	 	(a) 	
      Upon surrender and payment as aforesaid the shares so
      subscribed for will be deemed to have been issued and such person or
      persons will be deemed to have become the Holder or Holders of record of
      such shares on the date of such surrender and payment, and such shares
      will be issued at the subscription price in effect on the date of such
      surrender and payment.

	 	 	 
	 	(b) 	
      Within ten business days after surrender and payment as
      aforesaid, the Company will forthwith cause to be delivered to the person
      or persons in whose name or names the shares so subscribed for are to be
      issued as specified in such subscription or mailed to him or them at his
      or their respective addresses specified in such subscription, a
      certificate or certificates for the appropriate number of shares not
      exceeding those which the Warrant Holder is entitled to purchase pursuant
      to the Warrant surrendered.



4.3                    
 Subscription for Less Than Entitlement 

The Holder of any Warrant may subscribe for and purchase a
number of shares less than the number which he is entitled to purchase pursuant
to the surrendered Warrant. In the event of any purchase of a number of shares
less than the number which can be purchased pursuant to a Warrant, the Holder
thereof upon exercise thereof will in 




- 4 - 

addition be entitled to receive a new Warrant in respect of the
balance of the shares which he was entitled to purchase pursuant to the
surrendered Warrant and which were not then purchased. 

4.4                     
Warrants for Fractions of Shares 

To the extent that the Holder of any Warrant is entitled to
receive on the exercise or partial exercise thereof a fraction of a share, such
right may be exercised in respect of such fraction only in combination with
another Warrant or other Warrants which in the aggregate entitle the Holder to
receive a whole number of such shares. 

4.5                    
 Expiration of Warrants 

After the expiration of the period within which a Warrant is
exercisable, all rights thereunder will wholly cease and terminate and such
Warrant will be void and of no effect. 

4.6                     
Time of Essence 

Time will be of the essence hereof. 

4.7                     
Subscription Price 

Each Warrant is exercisable at a price per share (the
"Exercise Price") of US$1.25. One (1) Warrant and the Exercise Price are
required to subscribe for each share during the term of the Warrants. 

4.8                     
Adjustment of Exercise Price 

	 	(a) 	
      The Exercise Price and the number of shares deliverable
      upon the exercise of the Warrants will be subject to adjustment in the
      event and in the manner following:

	 	 	 	 
	 		(i) 	
      If and whenever the shares at any time outstanding are
      subdivided into a greater or consolidated into a lesser number of shares
      the Exercise Price will be decreased or increased proportionately as the
      case may be; upon any such subdivision or consolidation the number of
      shares deliverable upon the exercise of the Warrants will be increased or
      decreased proportionately as the case may be; or

	 	 	 	 
	 		(ii) 	
      In case of any capital reorganization or of any
      reclassification of the capital of the Company or in the case of the
      consolidation, merger or amalgamation of the Company with or into any
      other Company (hereinafter collectively referred to as a
      "Reorganization"), each Warrant will after such Reorganization
      confer the right to purchase the number of shares or other securities of
      the Company (or of the Company’s resulting from such Reorganization) which
      the Warrant Holder would have been entitled to upon Reorganization if the
      Warrant Holder had been a shareholder at the time of such
      Reorganization.

	 	 	 	 
	 			
      In any such case, if necessary, appropriate adjustments
      will be made in the application of the provisions of this Article Four
      relating to the rights and interest thereafter of the Holders of the
      Warrants so that the provisions of this Article Four will be made
      applicable as nearly as reasonably possible to any shares or other
      securities deliverable after the Reorganization on the exercise of the
      Warrants.

	 	 	 	 
	 			
      The subdivision or consolidation of shares at any time
      outstanding into a greater or lesser number of shares (whether with or
      without par value) will not be deemed to be a Reorganization for the
      purposes of this clause 4.8(a)(ii).







- 5 - 

	 	(b) 	
      The adjustments provided for in this Section 4.8 are
      cumulative and will become effective immediately after the record date or,
      if no record date is fixed, the effective date of the event which results
      in such adjustments.



4.9                    
 Determination of Adjustments 

If any questions will at any time arise with respect to the
Exercise Price or any adjustment provided for in Section 4.8 hereof, such
questions will be conclusively determined by the Company’s Auditors, or, if they
decline to so act any other firm of certified public accountants in the United
States of America that the Company may designate and who will have access to all
appropriate records and such determination will be binding upon the Company and
the Holders of the Warrants. 

5.                       
COVENANTS BY THE COMPANY 

5.1                    
 Reservation of Shares 

The Company will reserve and there will remain unissued out of
its authorized capital a sufficient number of shares to satisfy the rights of
purchase provided for herein and in the Warrants should the Holders of all the
Warrants from time to time outstanding determine to exercise such rights in
respect of all shares which they are or may be entitled to purchase pursuant
thereto and hereto. 

6.                        WAIVER
OF CERTAIN RIGHTS 

6.1                     
Immunity of Shareholders, etc. 

The Warrant Holder, as part of the consideration for the issue
of the Warrants, waives and will not have any right, cause of action or remedy
now or hereafter existing in any jurisdiction against any past, present or
future incorporator, shareholder, Director or Officer (as such) of the Company
for the issue of shares pursuant to any Warrant or on any covenant, agreement,
representation or warranty by the Company herein contained or in the Warrant.


7.                       
MODIFICATION OF TERMS, MERGER, SUCCESSORS 

7.1                     
Modification of Terms and Conditions for Certain Purposes 

From time to time the Company may, subject to the provisions of
these presents, modify the Terms and Conditions hereof, for the purpose of
correction or rectification of any ambiguities, defective provisions, errors or
omissions herein. 

7.2                     
Warrants Not Transferable 

The Warrants and all rights attached to it are not
transferable. 

DATED as of the date first above written in these Terms and
Conditions. 

MABCURE INC.

 

By:     
__________________________________________
            
Authorized Signatory 




FORM OF SUBSCRIPTION

	TO: 	MABCURE INC. 
	  	3702 South Virginia Street, #G12
      – 401 
	  	Reno, Nevada 89502 
	  	USA 


The undersigned Holder of the within Warrants hereby subscribes
for ____________ common shares (the "Shares") of MABCURE INC. (the
"Company") pursuant to the within Warrants at US$1.25 per Share on the
terms specified in the said Warrants. This subscription is accompanied by a
certified cheque or bank draft payable to or to the order of the Company for the
whole amount of the purchase price of the Shares. 

The undersigned Holder hereby certifies that the undersigned is
not a U.S. person and is not subscribing for the Shares on Behalf of a U.S.
person. 

The undersigned hereby directs that the Shares be registered as
follows: 

	NAME(S) IN FULL 	 	ADDRESS(ES) 	 	NUMBER OF SHARES 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	  	 	TOTAL: 	 	 
    


(Please print full name in which share certificates are to be
issued, stating whether Mr., Mrs. or Miss is applicable). 

DATED this ________ day of __________________, ______. 

In the presence of: 


	Signature of Witness
    	 	Signature
      of Warrant Holder 


Please print below your name and address in full. 


	Name (Mr./Mrs./Miss) 	 
	 	 
	Address 	 
	 	 
	 	 



INSTRUCTIONS FOR SUBSCRIPTION 

The signature to the subscription will correspond in every
particular with the name written upon the face of the Warrant certificate
without alteration or enlargement or any change whatever. If there is more than
one subscriber, all will sign. 

In the case of persons signing by agent or attorney or by
personal representative(s), the authority of such agent, attorney or
representative(s) to sign will be proven to the satisfaction of the Company.


If the Warrant certificate and the form of subscription are
being forwarded by mail, registered mail will be employed. 




EXHIBIT "B" 

THE SECURITIES REPRESENTED HEREBY HAVE BEEN OFFERED IN AN
OFFSHORE TRANSACTION TO A PERSON WHO IS NOT A U.S. PERSON (AS DEFINED HEREIN)
PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS
AMENDED (THE "1933 ACT").

NONE OF THE SECURITIES REPRESENTED HEREBY HAVE BEEN
REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO
REGISTERED, MAY NOT BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED
STATES (AS DEFINED HEREIN) OR TO U.S. PERSONS EXCEPT IN ACCORDANCE WITH THE
PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION
FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE
1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES
LAWS. IN ADDITION, HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE
CONDUCTED UNLESS IN COMPLIANCE WITH THE 1933 ACT. "UNITED STATES" AND "U.S.
PERSON" ARE AS DEFINED BY REGULATION S UNDER THE 1933 ACT.

THESE WARRANTS WILL EXPIRE AND BECOME NULL AND VOID AT 
4:30
P.M. (CENTRAL STANDARD TIME) ON April 15, 2010. 

SHARE PURCHASE WARRANTS 
TO PURCHASE COMMON SHARES OF

MABCURE INC. 

incorporated in the State of Nevada 

	CERTIFICATE NO.:______________ 	April 11, 2008 


                           
THIS IS TO CERTIFY THAT _____________________, (the "Holder") of
_____________________, has the right to purchase, upon and subject to the terms
and conditions hereinafter referred to, up to ______________ fully paid and
non-assessable shares (the "Shares") in the common stock of MABCURE INC.
(hereinafter called the "Company") on or before 4:30 p.m. (Pacific
Standard time) on April 15, 2010 (the "Expiry Date") at a price per Share
(the "Exercise Price") of US$1.25 on the terms and conditions attached
hereto as Appendix "A" (the "Terms and Conditions"). 

	 	1. 	
      ONE (1) WARRANT AND THE EXERCISE PRICE ARE REQUIRED TO
      PURCHASE ONE SHARE. THIS CERTIFICATE REPRESENTS
      ______________WARRANTS.

	 	 	 
	 	2. 	
      These Warrants are issued subject to the Terms and
      Conditions, and the Warrant Holder may exercise the right to purchase
      Shares only in accordance with those Terms and Conditions.

	 	 	 
	 	3. 	
      Nothing contained herein or in the Terms and Conditions
      will confer any right upon the Holder hereof or any other person to
      subscribe for or purchase any Shares at any time subsequent to the Expiry
      Date, and from and after such time, this Warrant and all rights hereunder
      will be void and of no value.



[Remainder of page intentionally left blank; signature page
to follow.] 




- 2 - 

IN WITNESS WHEREOF the Company has executed this Warrant
Certificate this ________ day of April, 2008. 

MABCURE INC. 


Per:     _________________________________                            
           
Authorized Signatory 

PLEASE NOTE THAT ALL SHARE CERTIFICATES WILL BE LEGENDED AS
FOLLOWS DURING THE CURRENCY OF APPLICABLE HOLD PERIODS: 


  THE SECURITIES REPRESENTED HEREBY HAVE BEEN OFFERED IN
    AN OFFSHORE TRANSACTION TO A PERSON WHO IS NOT A U.S. PERSON (AS DEFINED HEREIN)
    PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS
    AMENDED (THE "1933 ACT").

  NONE OF THE SECURITIES REPRESENTED HEREBY HAVE BEEN REGISTERED
    UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED,
    MAY NOT BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES (AS
    DEFINED HEREIN) OR TO U.S. PERSONS EXCEPT IN ACCORDANCE WITH THE PROVISIONS
    OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION
    STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM,
    OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933
    ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS.
    IN ADDITION, HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED
    UNLESS IN COMPLIANCE WITH THE 1933 ACT. "UNITED STATES" AND "U.S. PERSON"
    ARE AS DEFINED BY REGULATION S UNDER THE 1933 ACT. 






Appendix "A" 

TERMS AND CONDITIONS dated April 11, 2008 attached to the
Warrants issued by MABCURE INC. 

1.                       
INTERPRETATION 

1.1                    
 Definitions 

In these Terms and Conditions, unless there is something in the
subject matter or context inconsistent therewith: 

	 	(a) 	
      "Company" means MABCURE INC. until a successor
      corporation will have become such as a result of consolidation,
      amalgamation or merger with or into any other corporation or corporations,
      or as a result of the conveyance or transfer of all or substantially all
      of the properties and estates of the Company as an entirety to any other
      corporation and thereafter "Company" will mean such successor
      corporation;

	 	 	 
	 	(b) 	
      "Company’s Auditors" means an independent firm of
      accountants duly appointed as auditors of the Company;

	 	 	 
	 	(c) 	
      "Director" means a director of the Company for the time
      being, and reference, without more, to action by the directors means
      action by the directors of the Company as a board, or whenever duly
      empowered, action by an executive committee of the board;

	 	 	 
	 	(d) 	
      "herein", "hereby" and similar expressions refer to these
      Terms and Conditions as the same may be amended or modified from time to
      time; and the expression "Article" and "Section," followed by a number
      refer to the specified Article or Section of these Terms and
      Conditions;

	 	 	 
	 	(e) 	
      "person" means an individual, corporation, partnership,
      trustee or any unincorporated organization and words importing persons
      have a similar meaning;

	 	 	 
	 	(f) 	
      "shares" means the shares in the common stock of the
      Company as constituted at the date hereof and any shares resulting from
      any subdivision or consolidation of the shares;

	 	 	 
	 	(g) 	
      "Warrant Holders" or "Holders" means the holders of the
      Warrants; and

	 	 	 
	 	(h) 	
      "Warrants" means the warrants of the Company issued and
      presently authorized and for the time being
outstanding.



1.2                      Gender


Words importing the singular number include the plural and vice
versa and words importing the masculine gender include the feminine and neuter
genders. 

1.3                      Interpretation
not affected by Headings 

The division of these Terms and Conditions into Articles and
Sections, and the insertion of headings are for convenience of reference only
and will not affect the construction or interpretation thereof. 

1.4                      Applicable
Law 

The Warrants will be construed in accordance with the laws of
the State of Nevada. 




- 2 - 

2.                       
ISSUE OF WARRANTS 

2.1                      Additional
Warrants 

The Company may at any time and from time to time issue
additional warrants or grant options or similar rights to purchase shares of its
capital stock. 

2.2                      Warrant
to Rank Pari Passu 

All Warrants and additional warrants, options or similar rights
to purchase shares from time to time issued or granted by the Company, will rank
pari passu whatever may be the actual dates of issue or grant thereof, or
of the dates of the certificates by which they are evidenced. 

2.3                     
Issue in substitution for Lost Warrants 

	 	(a) 	
      If a Warrant certificate becomes mutilated, lost,
      destroyed or stolen, the Company, at its discretion, may issue and deliver
      a new certificate of like date and tenor as the one mutilated, lost,
      destroyed or stolen, in exchange for and in place of and upon cancellation
      of such mutilated certificate, or in lieu of, and in substitution for such
      lost, destroyed or stolen certificate and the Warrants represented by such
      substituted certificate will be entitled to the benefit hereof and rank
      equally in accordance with its terms with all other Warrants issued or to
      be issued by the Company.

	 	 	 
	 	(b) 	
      The applicant for the issue of a new Warrant certificate
      pursuant hereto will bear the cost of the issue thereof and in case of
      loss, destruction or theft furnish to the Company such evidence of
      ownership and of loss, destruction, or theft of the certificate so lost,
      destroyed or stolen as will be satisfactory to the Company in its
      discretion and such applicant may also be required to furnish indemnity in
      amount and form satisfactory to the Company in its discretion, and will
      pay the reasonable charges of the Company in connection
  therewith.



2.4                      Warrant
Holder Not a Shareholder 

The holding of a Warrant will not constitute the Holder thereof
a shareholder of the Company, nor entitle it to any right or interest in respect
thereof except as in the Warrant expressly provided. 

3.                      
 NOTICE 

3.1                     
Notice to Warrant Holders 

Any notice required or permitted to be given to the Holders
will be in writing and may be given by prepaid registered post, electronic
facsimile transmission or other means of electronic communication capable of
producing a printed copy to the address of the Holder appearing on the Holder’s
Warrant certificate or to such other address as any Holder may specify by notice
in writing to the Company, and any such notice will be deemed to have been given
and received by the Holder to whom it was addressed if mailed, on the third day
following the mailing thereof, if by facsimile or other electronic
communication, on successful transmission, or, if delivered, on delivery; but,
if at the time or mailing or between the time of mailing and the third business
day thereafter there is a strike, lockout, or other labour disturbance affecting
postal service, then the notice will not be effectively given until actually
delivered. 

3.2                      Notice
to the Company 

Any notice required or permitted to be given to the Company
will be in writing and may be given by prepaid registered post, electronic
facsimile transmission or other means of electronic communication capable of
producing a printed copy to the address of the Company set forth below or such
other address as the Company may specify by notice in writing to the Holder, and
any such notice will be deemed to have been given and received by the 




- 3 - 

Company to whom it was addressed if mailed, on the third day
following the mailing thereof, if by facsimile or other electronic
communication, on successful transmission, or, if delivered, on delivery; but,
if at the time or mailing or between the time of mailing and the third business
day thereafter there is a strike, lockout, or other labour disturbance affecting
postal service, then the notice will not be effectively given until actually
delivered: 

MABCURE INC. 
3702 South Virginia
Street, #G12 – 401 
Reno, Nevada 89502 
USA 

Attention: President 

Fax No. (775) 201-1499 

with a copy to: 

CLARK WILSON LLP 
Barristers and
Solicitors 
800 – 885 West Georgia Street 
Vancouver, British Columbia

Canada V6C 3H1 

Attention: Jonathan Lotz 

Fax: (604) 687-6314 

4.                       
EXERCISE OF WARRANTS 

4.1                     
Method of Exercise of Warrants 

The right to purchase shares conferred by the Warrants may be
exercised by the Holder surrendering the Warrant certificate representing same,
with a duly completed and executed subscription in the form attached hereto and
a bank draft or certified cheque payable to or to the order of the Company, for
the purchase price applicable at the time of surrender in respect of the shares
subscribed for in lawful money of the United States of America, to the Company
at the address set forth in, or from time to time specified by the Company
pursuant to, Section 3.2 hereof. 

4.2                     
Effect of Exercise of Warrants 

	 	(a) 	
      Upon surrender and payment as aforesaid the shares so
      subscribed for will be deemed to have been issued and such person or
      persons will be deemed to have become the Holder or Holders of record of
      such shares on the date of such surrender and payment, and such shares
      will be issued at the subscription price in effect on the date of such
      surrender and payment.

	 	 	 
	 	(b) 	
      Within ten business days after surrender and payment as
      aforesaid, the Company will forthwith cause to be delivered to the person
      or persons in whose name or names the shares so subscribed for are to be
      issued as specified in such subscription or mailed to him or them at his
      or their respective addresses specified in such subscription, a
      certificate or certificates for the appropriate number of shares not
      exceeding those which the Warrant Holder is entitled to purchase pursuant
      to the Warrant surrendered.



4.3                     
Subscription for Less Than Entitlement 

The Holder of any Warrant may subscribe for and purchase a
number of shares less than the number which he is entitled to purchase pursuant
to the surrendered Warrant. In the event of any purchase of a number of shares
less than the number which can be purchased pursuant to a Warrant, the Holder
thereof upon exercise thereof will in 




- 4 - 

addition be entitled to receive a new Warrant in respect of the
balance of the shares which he was entitled to purchase pursuant to the
surrendered Warrant and which were not then purchased. 

4.4                     
Warrants for Fractions of Shares 

To the extent that the Holder of any Warrant is entitled to
receive on the exercise or partial exercise thereof a fraction of a share, such
right may be exercised in respect of such fraction only in combination with
another Warrant or other Warrants which in the aggregate entitle the Holder to
receive a whole number of such shares. 

4.5                      Expiration
of Warrants 

After the expiration of the period within which a Warrant is
exercisable, all rights thereunder will wholly cease and terminate and such
Warrant will be void and of no effect. 

4.6                     
Time of Essence 

Time will be of the essence hereof. 

4.7                     
Subscription Price 

Each Warrant is exercisable at a price per share (the
"Exercise Price") of US$1.25. One (1) Warrant and the Exercise Price are
required to subscribe for each share during the term of the Warrants. 

4.8                      Adjustment
of Exercise Price 

	 	(a) 	
      The Exercise Price and the number of shares deliverable
      upon the exercise of the Warrants will be subject to adjustment in the
      event and in the manner following:

	 	 	 	 
	 		(i) 	
      If and whenever the shares at any time outstanding are
      subdivided into a greater or consolidated into a lesser number of shares
      the Exercise Price will be decreased or increased proportionately as the
      case may be; upon any such subdivision or consolidation the number of
      shares deliverable upon the exercise of the Warrants will be increased or
      decreased proportionately as the case may be, or

	 	 	 	 
	 		(ii) 	
      In case of any capital reorganization or of any
      reclassification of the capital of the Company or in the case of the
      consolidation, merger or amalgamation of the Company with or into any
      other Company (hereinafter collectively referred to as a
      "Reorganization"), each Warrant will after such Reorganization
      confer the right to purchase the number of shares or other securities of
      the Company (or of the Company’s resulting from such Reorganization) which
      the Warrant Holder would have been entitled to upon Reorganization if the
      Warrant Holder had been a shareholder at the time of such
      Reorganization.

	 	 	 	 
	 			
      In any such case, if necessary, appropriate adjustments
      will be made in the application of the provisions of this Article 4
      relating to the rights and interest thereafter of the Holders of the
      Warrants so that the provisions of this Article Four will be made
      applicable as nearly as reasonably possible to any shares or other
      securities deliverable after the Reorganization on the exercise of the
      Warrants.

	 	 	 	 
	 			
      The subdivision or consolidation of shares at any time
      outstanding into a greater or lesser number of shares (whether with or
      without par value) will not be deemed to be a Reorganization for the
      purposes of this clause 11.8.







- 5 - 

	 	(b) 	
      The adjustments provided for in this Section 4.8 are
      cumulative and will become effective immediately after the record date or,
      if no record date is fixed, the effective date of the event which results
      in such adjustments.



4.9                     
Determination of Adjustments 

If any questions will at any time arise with respect to the
Exercise Price or any adjustment provided for in Section 4.8, such questions
will be conclusively determined by the Company’s Auditors, or, if they decline
to so act any other firm of certified public accountants in the United States of
America that the Company may designate and who will have access to all
appropriate records and such determination will be binding upon the Company and
the Holders of the Warrants. 

5.                       
COVENANTS BY THE COMPANY 

5.1                      Reservation
of Shares 

The Company will reserve and there will remain unissued out of
its authorized capital a sufficient number of shares to satisfy the rights of
purchase provided for herein and in the Warrants should the Holders of all the
Warrants from time to time outstanding determine to exercise such rights in
respect of all shares which they are or may be entitled to purchase pursuant
thereto and hereto. 

6.                       
WAIVER OF CERTAIN RIGHTS 

6.1                     
Immunity of Shareholders, etc. 

The Warrant Holder, as part of the consideration for the issue
of the Warrants, waives and will not have any right, cause of action or remedy
now or hereafter existing in any jurisdiction against any past, present or
future incorporator, shareholder, Director or Officer (as such) of the Company
for the issue of shares pursuant to any Warrant or on any covenant, agreement,
representation or warranty by the Company herein contained or in the Warrant.


7.                      
 MODIFICATION OF TERMS, MERGER, SUCCESSORS 

7.1                     
Modification of Terms and Conditions for Certain Purposes 

From time to time the Company may, subject to the provisions of
these presents, modify the Terms and Conditions hereof, for the purpose of
correction or rectification of any ambiguities, defective provisions, errors or
omissions herein. 

7.2                      Warrants
Not Transferable 

The Warrants and all rights attached to it are not
transferable. 

DATED as of the date first above written in these Terms and
Conditions. 

MABCURE INC.

 

By:       
_____________________________________________
              
Authorized Signatory 




FORM OF SUBSCRIPTION 

	TO: 	MABCURE INC. 
	  	3702 South Virginia Street, #G12
      – 401 
	  	Reno, Nevada 89502 
	  	USA 


The undersigned Holder of the within Warrants hereby subscribes
for ____________ shares (the "Shares") in the common stock of MABCURE
INC. (the "Company) pursuant to the within Warrants at US$1.25 per Share
on the terms specified in the said Warrants. This subscription is accompanied by
a certified cheque or bank draft payable to or to the order of the Company for
the whole amount of the purchase price of the Shares. 

The undersigned Holder hereby certifies that the undersigned is
not a U.S. person and is not subscribing for the Shares on Behalf of a U.S.
person. 

The undersigned hereby directs that the Shares be registered as
follows: 

	NAME(S) IN FULL 	 	ADDRESS(ES) 	 	NUMBER OF SHARES 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	  	 	TOTAL: 	 	 
    


(Please print full name in which share certificates are to be
issued, stating whether Mr., Mrs. or Miss is applicable). 

DATED this ________ day of __________________, ______. 

In the presence of: 


	Signature of Witness
    	 	Signature
      of Warrant Holder 


Please print below your name and address in full. 


	Name (Mr./Mrs./Miss) 	 
	 	 
	Address 	 
	 	 
	 	 



INSTRUCTIONS FOR SUBSCRIPTION 

The signature to the subscription will correspond in every
particular with the name written upon the face of the Warrant certificate
without alteration or enlargement or any change whatever. If there is more than
one subscriber, all will sign. 

In the case of persons signing by agent or attorney or by
personal representative(s), the authority of such agent, attorney or
representative(s) to sign will be proven to the satisfaction of the Company.


If the Warrant certificate and the form of subscription are
being forwarded by mail, registered mail will be employed. 




EXHIBIT "C" 

Escrow Agreement 

THIS AGREEMENT made as of the ____ day of April, 2008. 

AMONG: 


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

      (the "Company") 

    

  



AND: 


  
    
      ________________________________________________________________

        ________________________________________________________________

        __________________________________ 

      (the "Subscriber") 

    

  



AND: 


  
    
      CLARK WILSON LLP, barristers and solicitors, with
        an office at 800 – 885 West Georgia Street, Vancouver, British Columbia
        V6C 3H1, Canada 

      (the "Escrow Agent") 

    

  



WHEREAS: 

	A. 	
      The Company and the Subscriber are parties to a private
      placement subscription agreement dated for reference April 11, 2008 (the
      "Subscription Agreement") pursuant to which the Subscriber has
      agreed to subscribe for and purchase a certain number of Units;

	 	 
	B. 	
      Pursuant to Section 10.1 of the Subscription Agreement,
      the parties hereto have agreed that the Company shall deliver the
      certificates representing all of the Warrants issued to the Subscriber and
      the certificates representing one-third (1/3) of all the Shares issued to
      the Subscriber pursuant to the Offering (the Warrants and Shares
      collectively, the "Securities") to the Escrow Agent, which shall be
      held in escrow and released in accordance with the provisions set forth
      herein; and

	 	 
	C. 	
      The Escrow Agent has agreed to accept, hold and release
      the Securities deposited with it pursuant to the Subscription Agreement,
      and the dividends and other distributions in respect thereof, in
      accordance with the provisions set forth herein.



NOW THEREFORE, in consideration of the mutual covenants and
agreements herein contained and other good and valuable consideration (the
receipt and sufficiency of which are hereby acknowledged), the parties hereto
covenant and agree as follows: 




- 2 - 

1.                       
INTERPRETATION 

1.1                     
Definitions. Terms used as defined terms not otherwise defined herein
shall have the meanings ascribed thereto in Subscription Agreement. The
following terms shall have the following meanings when used herein: 

	 	(a) 	
      "Certificates" means, collectively, the Share
      Certificate, the Warrant Certificate and the certificates representing the
      Dividend Securities;

	 	 	 	 
	 	(b) 	
      "Dividend Securities" shall have the meaning
      ascribed thereto in Section 3.1 hereof;

	 	 	 	 
	 	(c) 	
      "Escrow Fund" means the Warrants and Shares
      deposited with and held by the Escrow Agent hereunder and includes the
      Dividend Securities;

	 	 	 	 
	 	(d) 	
      "Escrow Period" means the period of eight months
      commencing on the date on which the Company moves into its research
      facility after the Purchase and Sale Closing;

	 	 	 	 
	 	(e) 	
      "Investors" means the purchasers of the Units
      pursuant to the Offering;

	 	 	 	 
	 	(f) 	
      "Milestone" means any of the following actions by
      the Company:

	 	 	 	 
	 		(i) 	
      sequencing of the variable region of the novel melanoma
      Mab and filing a patent for that Mab,

	 	 	 	 
	 		(ii) 	
      creating novel Mabs against breast cancer which react
      with at least three different breast cancer specimen (tissue or sera) and
      do not cross react with a negative control (e.g. normal tissue or serum),
      or

	 	 	 	 
	 		(iii) 	
      creating novel Mabs against colorectal cancer which react
      with at least three different colorectal cancer specimen (tissue or sera)
      and do not cross react with a negative control (e.g. normal tissue or
      serum);

	 	 	 	 
	 	(g) 	
      "Offering" means the offering by the Company in
      April 2008 of the Units, by way of private placement;

	 	 	 	 
	 	(h) 	
      "Offering Closing" means the closing of the
      Offering, on or before April 15, 2008;

	 	 	 	 
	 	(i) 	
      "Purchase Agreement" means an agreement for the
      purchase and sale of certain intellectual property dated January 10, 2008,
      between the Company, Indigoleaf Associates Ltd. and Dr. Amnon
    Gonenne;

	 	 	 	 
	 	(j) 	
      "Purchase and Sale Closing" means the closing of
      the purchase and sale contemplated by the Purchase Agreement;

	 	 	 	 
	 	(k) 	
      "Shares" means shares in the common stock of the
      Company;

	 	 	 	 
	 	(l) 	
      "Share Certificate" means a certificate
      representing the Shares purchased by and registered in the name of the
      Subscriber pursuant to the Offering;

	 	 	 	 
	 	(m) 	
      "Units" means the units offered under the private
      placement pursuant to the terms of the Subscription Agreement, which units
      consist of Shares and Warrants;

	 	 	 	 
	 	(n) 	
      "Warrants" means common share purchase warrants
      that entitle the holder thereof to purchase the Shares pursuant to the
      provisions of the Subscription Agreement; and includes collectively, the
      One Year Warrants and the Two Year Warrants;
and







- 3 - 

	 	(o) 	
      "Warrant Certificate" means a certificate
      representing the Warrants purchased by and registered in the name of the
      Subscriber pursuant to the Offering.



1.2                      General.
In this Agreement: 

	 	(a) 	
      the headings have been inserted for convenience of
      reference only and in no way define, limit, or enlarge the scope or
      meaning of the provisions of this Agreement;

	 	 	 
	 	(b) 	
      all references to any party, whether a party to this
      Agreement or not, shall be read with such changes in number and gender as
      the context or reference requires;

	 	 	 
	 	(c) 	
      when the context hereof makes it possible, the word
      "person" includes in its meaning any firm and any body corporate or
      politic; and

	 	 	 
	 	(d) 	
      notwithstanding any other provision of the Subscription
      Agreement, if a conflict or inconsistency exists between a provision of
      this Agreement and a provision of the Subscription Agreement, the
      provisions of this Agreement shall prevail.



2.                       
DEPOSIT INTO ESCROW 

2.1                     
At the Offering Closing, the Company shall deliver the Warrant Certificate and
the Share Certificate to the Escrow Agent to be held in escrow by the Escrow
Agent in accordance with the terms and subject to the conditions set forth
herein. 

2.2                     
At the Offering Closing, the Subscriber shall deliver to the Escrow Agent a duly
executed power of attorney to transfer the Shares (and the Dividend Securities)
in the form attached hereto as Schedule "A", in respect of the Shares
represented by the Share Certificate. Without limiting the generality of the
foregoing, the Subscriber hereby appoints the Escrow Agent, without any further
act of the Subscriber, as the agent and attorney-in-fact for and on behalf of
the Subscriber in respect of the Shares represented by the Share Certificate.


3.                       
ESCROW PROVISIONS 

3.1                      Holding
of Escrow Funds. The Escrow Agent shall hold the Certificates and
certificates representing any shares or other securities issued or distributed
by the Company in respect of the Securities during the Escrow Period (the
"Dividend Securities") pursuant to Part 4 of the Purchase Agreement for
the Escrow Period, subject to the provisions hereof. 

3.2                     
Required Exercise. Notwithstanding any other provision hereof, if the
Company achieves a Milestone before the expiration of the Escrow Period, then
the Subscriber shall, on a pro rata basis with the other Investors,
exercise the Warrants in the aggregate amount of at least US$950,000 (i.e., at
least 760,000 Warrants at US$1.25 per Share) within 30 days after receipt by the
Subscriber of written notice (the "Exercise Notice") from the Company
that it has achieved a Milestone; provided, however, that such exercise date
shall not occur before 90 days after the Purchase and Sale Closing. Further
provided, that if the share price of the Shares, as quoted on the NASDAQ
Over-the-Counter Bulletin Board (or other exchange on which the Shares are
traded) on the date the Company achieves a Milestone, is less than US$1.25 per
Share, then the directors of the Company may, in their sole discretion, allow
the Investors to purchase, on a pro rata basis, Shares at the then market
price, in the aggregate amount of US$950,000. 

3.3                     
Failure to Exercise. If the Subscriber defaults on its commitment to
exercise the Warrants pursuant to Section 3.2 hereof, then, notwithstanding any
provision of the Subscription Agreement or the Warrant Certificate and without
limiting the remedies of the Company for such breach: (i) all of the Warrants
registered in the name of the Subscriber and held in escrow by the Escrow Agent
pursuant to the provisions hereof shall immediately expire and be null and void;
and (ii) all the Shares registered in the name of the Subscriber held in escrow
by the Escrow Agent pursuant to the provisions hereof shall be immediately
released to the Company by the Escrow Agent pursuant to the provisions of
Section 3.4(a) hereof. If the Subscriber exercises the Warrants as 




- 4 - 

required hereunder, the Escrow Agent shall release to the
Subscriber the Shares of the Subscriber then held in escrow pursuant to the
provisions of Section 3.4(b) hereof. 

3.4                     
Release of Escrow Funds. 

	 	(a) 	
      Default by Subscriber. If an officer of the
      Company delivers to the Escrow Agent a notice in writing (the
      "Subscriber Default Notice"), in form and substance satisfactory to
      the Escrow Agent, stating that the Subscriber has breached its obligations
      pursuant to Section 3.2 hereof and setting out the particulars in support
      of such default and the amount of Securities and Dividend Securities that
      the Company wishes released to it from the Escrow Fund (the "Company
      Escrow Release"), then the Escrow Agent shall give the Subscriber
      written notice of such Subscriber Default Notice and if on or before the
      10th day after giving such notice:

	 	 	 	 
	 		(i) 	
      the Subscriber delivers to the Escrow Agent a notice of
      dispute (the "Subscriber Disputing Declaration"), in form and
      substance satisfactory to the Escrow Agent, declaring that the Company is
      not entitled to the Company Escrow Release, and the particulars in support
      of the dispute, then the provisions of Section 3.4(c) hereof shall apply;
      or

	 	 	 	 
	 		(ii) 	
      the Subscriber has not delivered to the Escrow Agent the
      Subscriber Disputing Declaration, then the Escrow Agent shall deliver to
      the Subscriber the Certificates in respect of the Securities and Dividend
      Securities set forth in Subscriber Default Notice from the Escrow
    Fund.

	 	 	 	 
	 	(b) 	
      Compliance by Subscriber. If the Subscriber (or an
      officer of the Subscriber if the Subscriber is a corporate entity)
      delivers to the Escrow Agent a notice in writing (the "Subscriber
      Compliance Notice"), in form and substance satisfactory to the Escrow
      Agent, stating that the Subscriber has complied with its obligations
      pursuant to Section 3.2 hereof and setting out the particulars in support
      of such compliance and the amount of Securities and Dividend Securities
      that the Subscriber wishes released to it from the Escrow Fund (the
      "Subscriber Escrow Release"), then the Escrow Agent shall give the Company
      written notice of such Subscriber Compliance Notice and if on or before
      the 10th day after giving such notice:

	 	 	 	 
	 		(i) 	
      the Company delivers to the Escrow Agent a notice of
      dispute (the "Company Disputing Declaration"), in form and
      substance satisfactory to the Escrow Agent, declaring that the Subscriber
      is not entitled to the Subscriber Escrow Release, and the particulars in
      support of the dispute, then the provisions of Section 3.4(c) hereof shall
      apply; or

	 	 	 	 
	 		(ii) 	
      the Company has not delivered to the Escrow Agent the
      Company Disputing Declaration, then the Escrow Agent shall deliver to the
      Subscriber the Certificates in respect of the Securities and Dividend
      Securities set forth in Subscriber Compliance Notice from the Escrow
      Fund.

	 	 	 	 
	 	(c) 	
      Dispute. If the Escrow Agent receives either a
      Subscriber Disputing Declaration or a Company Disputing Declaration within
      the above time limits, then the Escrow Agent shall retain the Escrow Funds
      or portion thereof in dispute and shall only release the same:

	 	 	 	 
	 		(i) 	
      in accordance with the joint written direction of the
      Company and the Subscriber, in form and substance satisfactory to the
      Escrow Agent; or

	 	 	 	 
	 		(ii) 	
      in accordance with an order or final judgment of a court
      of competent jurisdiction in favour of the Company or the Subscriber;
      provided, however, that the time for any appeal of such order or judgment
      has elapsed;







- 5 - 

and Escrow Agent may institute
interpleader proceedings and in such event Escrow Agent shall not be liable for
interest or damages. In the event interpleader proceedings are instituted
hereunder, the Escrow Agent shall be entitled to reasonable solicitor’s fees and
costs. 

3.5                     
Completion of the Escrow Period. Upon the expiration of the Escrow
Period, the Escrow Agent shall deliver, without further notice to or directions
from the Company, to the Subscriber the Certificates representing the Securities
and the Dividend Securities remaining in the Escrow Fund. Notwithstanding the
foregoing, if the Escrow Agent has received a Subscriber Default Notice or a
Company Disputing Declaration prior to the expiration of the Escrow Period, then
the said Certificates shall be retained by the Escrow Agent and only
released,

	 	(i) 	
      in accordance with the joint written direction of the
      Company and the Subscriber, in form and substance satisfactory to the
      Escrow Agent; or

	 	 	 
	 	(ii) 	
      in accordance with an order or final judgment of a court
      of competent jurisdiction in favour of the Company or the Subscriber;
      provided, however, that the time for any appeal of such order or judgment
      has elapsed;



3.6                     
Authorization. The Escrow Agent is hereby authorized by each of the
Company and the Subscriber to make the releases and deliveries required by each
of Sections 3.4 and 3.5 hereof. 

3.7                      Proxy
Materials. Notwithstanding any provision of the Purchase Agreement, the
parties hereto agree that the Escrow Agent shall not be obliged to deliver
copies of any proxy solicitation materials received by it to the Subscriber; and
the Company agrees that, during the Escrow Period, it shall attend to the
delivery of any proxy solicitation materials to the Subscriber. 

3.8                     
Voting Rights. While the Shares are held in escrow, the Subscriber may
exercise the voting rights attached thereto and shall be entitled to participant
in distributions of dividends and securities of the Company made in respect of
such Shares; provided, however, that all distributions of securities of the
Company shall be held in escrow by the Escrow Agent pursuant to the provisions
hereof. 

4.                      
 ESCROW AGENT 

4.1                     
The Company and the Subscriber shall, jointly and severally, from time to time,
and at all times hereafter, well and truly to save, defend and keep harmless and
fully indemnify the Escrow Agent and its successors and assigns from and against
all loss, costs, charges, suits, demands, claims, damages and expenses which the
Escrow Agent and its successors and assigns may at any time or times hereafter
bear, sustain, suffer or be put unto for or by reason or on account of its
acting pursuant to this Agreement or anything in any manner relating thereto or
by reason of the Escrow Agent's compliance in good faith with the terms hereof.


4.2                      If
case proceedings should hereafter be taken in any court respecting the
Securities (or the Dividend Securities), the Escrow Agent shall not be obliged
to defend any such action or submit its rights to the court until it has been
indemnified by other good and sufficient security in addition to the indemnity
given in Section 4.1 hereof against its costs of such proceedings. 

4.3                     
The Escrow Agent shall not be bound in any way or by any contract or agreement,
verbal, written or otherwise, between the other parties hereto whether or not it
has notice thereof or of its terms and conditions and the only duty, liability
and responsibility of the Escrow Agent to the other parties hereto with respect
to the subject matter hereof shall be to hold the Securities (and the Dividend
Securities) as set forth herein and to deliver the same to such persons and
other such conditions as are set forth herein or directed in writing by all the
other parties hereto. Without limiting the generality of the foregoing, the
Escrow Agent shall have no duty, liability or responsibility to any of the other
parties hereto or their successors or assigns in respect of the loss of all or
any of the Securities (or the Dividend Securities), except the duty to exercise
in the performance of its obligations hereunder such care, diligence and skill
that a reasonably prudent person would exercise in comparable circumstances. The
Escrow 




- 6 - 

Agent may act on the advice of legal counsel, but shall not be
responsible for acting or failing to act on the advice of legal counsel. 

4.4                     
The Escrow Agent shall not be required to pass upon the sufficiency of any of
the Securities (or the Dividend Securities) or the notices delivered to the
Escrow Agent hereunder or to ascertain whether or not the person or persons who
have executed, signed or otherwise issued or authenticated the said documents
have authority to so execute, sign or authorize, issue or authenticate the said
documents or any of them, or that they are the same persons named therein or
otherwise to pass upon any requirement of such instruments that may be essential
for their validity, but it shall be sufficient for all purposes under this
Agreement insofar as the Escrow Agent is concerned that the said documents are
deposited with it as specified herein by the other parties hereto. 

4.5                     
Notwithstanding any other provision hereof, in the event that any or all of the
Securities (or the Dividend Securities) are attached, garnished or levied upon
under any court order, or if the delivery of such property is stayed or enjoined
by any court order or if any court order, judgment or decree is made or entered
affecting such property or affecting any act by the Escrow Agent, the Escrow
Agent may, in its sole discretion, obey and comply with all writs, orders,
judgments or decrees so entered or issued, whether with or without jurisdiction,
notwithstanding any provision of this Agreement to the contrary. If the Escrow
Agent obeys and complies with any such writs, orders, judgments or decrees, it
shall not be liable to any of the other parties hereto or to any other person,
form or corporation by reason of such compliance, notwithstanding that such
writs, orders, judgments or decrees may be subsequently reversed, modified,
annulled, set aside or vacated. 

4.6                      Except
as otherwise provided herein, the Escrow Agent is authorized and directed to
disregard in its sole discretion any and all notices and warnings which may be
given to it by any of the other parties hereto or by any other person, firm,
association or corporation. It shall, however, at its sole discretion, obey the
order, judgment or decree of any court of competent jurisdiction, and it is
hereby authorized to comply with and obey such orders, judgments or decrees and
in case of such compliance, it shall not be liable by reason thereof to any of
the other parties hereto or to any other person, firm, association or
corporation, even if thereafter any such order, judgment or decree may be
reversed, modified, annulled, set aside or vacated. 

4.7                     
Notwithstanding any other provision hereof, if the Escrow Agent receives any
valid court order contrary to the provisions of this Agreement, the Escrow Agent
may continue to hold any or all of the Securities (and the Dividend Securities)
until the lawful determination by a court of competent jurisdiction or otherwise
of the issue between the other parties hereto. 

4.8                      The
Escrow Agent may resign as the escrow agent hereunder by giving not less than
ten (10) days written notice thereof to the Company and the Subscriber. The
Company and the Subscriber may terminate the Escrow Agent by giving not less
than ten (10) days written notice to the Escrow Agent. The resignation or
termination of the Escrow Agent shall be effective, and the Escrow Agent shall
cease to be bound by this Agreement, on the date that is ten (10) days after the
date of receipt of the termination notice given hereunder or on such other date
as the Escrow Agent, the Company and the Subscriber may agree upon. All
indemnities granted to the Escrow Agent hereunder shall survive: (a) the
termination of this Agreement; or (b) the termination or resignation of the
Escrow Agent for whatever reason. In the event of termination or resignation of
the Escrow Agent, the Escrow Agent shall, within that ten (10) days notice
period, deliver the Securities (and the Dividend Securities) and any other
property in the Escrow Fund to the new escrow agent to be named by the Company
and the Subscriber. 

4.9                      Notwithstanding
any other provision hereof, the Escrow Agent may act upon any written
instructions given jointly by the Company and the Subscriber. 

4.10                    Notwithstanding
any other provision hereof, if any dispute arises between any of the parties
hereto with respect to this Agreement or any matters arising in respect thereof,
the Escrow Agent may in its sole discretion deliver and interplead the
Securities and/or any other property in the Escrow Fund into court and such
delivery and interpleading shall be an effective discharge to the Escrow Agent
of all of its obligations hereunder. 




- 7 - 

5.                      
 FEES 

5.1                      The
Company shall pay all of the compensation of the Escrow Agent and shall
reimburse the Escrow Agent for any and all reasonable expenses, disbursements
and advances made by the Escrow Agent in the performance of its duties
hereunder, including, but not limited to, reasonable fees, expenses and
disbursements incurred by its counsel. 

6.                       
GENERAL 

6.1                      Except
as otherwise provided herein, no subsequent alteration, amendment, change, or
addition to this Agreement shall be binding upon the parties hereto unless
reduced to writing and signed by the parties hereto. 

6.2                     
This Agreement shall enure to the benefit of and be binding upon the parties
hereto and their respective heirs, executors, administrators, successors and
assigns. Nothing in this Agreement, express or implied, is intended to confer
upon any party other than the parties hereto or their respective successors and
assigns any rights, remedies, obligations, or liabilities under or by reason of
this Agreement, except as expressly provided in this Agreement. 

6.3                     
The parties hereto shall execute and deliver all such further documents, do or
cause to be done all such further acts and things, and give all such further
assurances as may be necessary to give full effect to the provisions and intent
of this Agreement. 

6.4                     
This Agreement shall be governed by and construed in accordance with the laws of
the Province of British Columbia and the federal laws of Canada applicable
therein. 

6.5                     
The parties hereto agree that irreparable damage would occur in the event that
any of the provisions of this Agreement were not performed in accordance with
their specific terms or were otherwise breached. It is accordingly agreed that
the parties hereto shall be entitled to an injunction or injunctions to prevent
breaches of this Agreement and to enforce specifically the provisions of this
Agreement, this being in addition to any other remedy to which they are entitled
under this Agreement. 

6.6                      Any
notice required or permitted to be given under this Agreement shall be in
writing and may be given by delivering, sending by electronic facsimile
transmission or other means of electronic communication capable of producing a
printed copy, or sending by prepaid registered mail, the notice to the following
address:

	 	(a) 	
      If to the Company:

	 	 	 
	 		
      3702 South Virginia Street, Suite G12 – 401 Reno, Nevada
      89502 USA

	 	 	 
	 		
      Attention: President

	 	 	 
	 		
      Telephone: (775) 338-2598 Facsimile: (775)
  201-1499

	 	 	 
	 	(b) 	
      If to the Subscriber:

      __________________________
__________________________
__________________________

	 	 	 
	 		
      Telephone: ______________
Facsimile:  
      ______________







- 8 - 

	 	(c) 	
      If to the Escrow Agent:

	 	 	 
	 		
      Clark Wilson LLP

	 		
      800 – 885 West Georgia Street 
Vancouver, British
      Columbia V6C 3H1
 Canada

	 	 	 
	 		
      Attention: Jonathan C. Lotz

	 	 	 
	 		
      Telephone:       
      (604) 687-5700
      
Facsimile:          
      (604) 687-6314



(or to such other address as any party may specify by notice in
writing to another party). Any notice delivered or sent by electronic facsimile
transmission or other means of electronic communication capable of producing a
printed copy on a business day shall be deemed conclusively to have been
effectively given on the day the notice was delivered, or the electronic
communication was successfully transmitted, as the case may be. Any notice sent
by prepaid registered mail shall be deemed conclusively to have been effectively
given on the third business day after posting; but if at the time of posting or
between the time of posting and the third business day thereafter there is a
strike, lockout, or other labour disturbance affecting postal service, then the
notice shall not be effectively given until actually delivered. 

6.7                     
The Company and the Subscriber acknowledge that the Escrow Agent is legal
counsel to the Company and in respect of the purchase and sale contemplated by
the Purchase Agreement and acknowledge and agree that the Escrow Agent may,
notwithstanding that it also acts as Escrow Agent pursuant to this Agreement,
continue to act as legal counsel to the Company during the term of this
Agreement and before and after any assignment of the Escrow Agent’s rights and
obligations hereunder to a successor escrow agent. The Escrow Agent shall be
deemed not to be in a conflict by virtue of the Escrow Agent holding the Escrow
Funds or performing its duties hereunder. 

6.8                     
All costs and expenses of or incidental to the transactions contemplated in this
Escrow Agreement are to be assumed and paid by the Company. 

6.9                     
Time is of the essence of this Agreement. 

6.10                   
This Agreement may be executed in one or more counterparts, all of which shall
be considered one and the same agreement and shall become effective when one or
more counterparts have been signed by each of the parties hereto and delivered
to the other parties hereto, it being understood that all parties hereto need
not sign the same counterpart. This Agreement may be executed by delivery of
executed signature pages by fax and such fax execution shall be effective for
all purposes. 

[Remainder of page intentionally left blank; signature page
to follow.] 




- 9 - 

IN WITNESS WHEREOF the parties hereto have caused this
Agreement to be executed as of the day and year first written above. 

 

The Company: 

MABCURE INC. 


Per:      
_____________________________________________

 

The Subscriber: 

	SIGNED, SEALED and DELIVERED by 	) 	 
	  	) 	 
	  	) 	 
	(Name of Subscriber) in the presence of: 	) 	 
	  	) 	 
	  	) 	 
	Signature 	) 	(Signature of
      Subscriber) 
	  	) 	Name: 
	Print Name 	) 	 
	  	) 	 
	Address 	) 	 
	  	) 	 
	  	) 	 
	  	  	 
	Occupation 	  	 


 

The Escrow Agent: 

CLARK WILSON LLP 


Per:      
_____________________________________________
Name:   Bernard
Pinsky 
Title:     Partner 




SCHEDULE "A" 

Power of Attorney to Transfer Shares 

FOR VALUE RECEIVED __________________________ hereby sells, assigns
  and transfers unto 

____________________________________________________________________________________________
  

  (Name of Transferee) 

____________________________________________________________________________________________
  

  (Address of Transferee) 

__________________________ shares in the common stock of
MABCURE INC., a corporation organized and existing under the State of Nevada
(the "Corporation"), standing in his name on the books of the Corporation, which
shares are represented by Certificate (s) No (s) __________________________ and
does hereby irrevocably constitute and appoint THE NEVADA AGENCY AND TRUST
COMPANY as his attorney in-fact, to transfer the said shares on the books of the
Corporation with full power of substitution in the premises. 

Dated: ________________________________



	 	 
	 	(Name of Transferor) 
	 	 
	 	 
	 	 
	 	 
	 	(Signature of Transferor)
  


Signature of Transferor guaranteed by: 

____________________________________________ 
(Authorized
Signature) 

 

 

(BANK STAMP OR SEAL) 

NOTE: The person named on the Stock Certificate(s) must
ensure that the signature to this Power of Attorney corresponds with the name as
recorded on the certificate(s) in every particular without alteration or
enlargement or any change whatever. The signature of the person executing this
Power of Attorney must be guaranteed by a Notary Public, Commissioner of Oaths,
a Bank, Credit Union or Trust Company or by a Member of the Toronto, Montreal or
New York Stock Exchange.