Exhibit 10.8


 


Iberica Investments LLC


 


 



	161
    Woodbine Street, Bergenfield, NJ, 07631	Tel: 1-888-237-8943







 


PRIVATE AND CONFIDENTIAL


 


Dear Rami


 


Further to our various meetings
and telephone conversations and based on the facts and information youhave provided, this letter will serve to confirm
our mutual understanding of the terms and conditions under which Todos Medical wishes to retain the services of Iberica
Investments LLC (“Iberica”) as it’s financial advisor and consultant


 


		1.	Iberica is hereby engaged by the Company to provide its
best efforts assistance (“the Financing”) to the Company. In furtherance of its engagement by the Company, Iberica
shall seek to:



 


		(a)	Identify,
                                         negotiate and secure one or more equity funding arrangements including proceeds from
                                         the exercise of warrants for up to $ 12MM as may be required by and acceptable to the
                                         Company;



 


		(b)	Identify,
                                         negotiate and secure one or more merger(s), acquisition(s), strategic alliance(s) and/or
                                         joint venture(s) partner (s) as may be acceptable to and as may be required by the Company.



 


		2.	The Company agrees that during the term of this agreement,
the Company and its respective authorized representatives will provide Iberica and its respective authorized representatives with
all relevant material information and/or documentation, or subsequent changes thereto. This material information includes, but
is not limited to an offering memorandum and/or any suitable offering documentation, non-disclosure agreements and/ or marketing
material. Furthermore, Iberica and its respective authorized representatives and the Company and its respective authorized representatives,
except as required by applicable law, shall keep confidential all non-public information, documentation and advice (“communication”)
that is provided by either side to each other and their respective authorized representatives in furtherance of this agreement.
Iberica and the Company and their respective authorized representatives shall not disclose such communication to others and Iberica
and the Company and their respective authorized representatives shall at no time, directly or indirectly, undertake to independently
utilize such communication or convey such communication to any third party, except to outside advisors and potential investors
and their advisors, who need access thereto, for the purpose hereof and from whom Iberica and the Company and their respective
authorized representatives have obtained undertakings of confidentiality.



 


At the outset of this engagement, as may be
needed in furtherance of this agreement, Iberica shall:


 


		(a)	Conduct preliminary due diligence with representatives
of and any other individuals having specific knowledge relating to the objectives to be achieved.



 


		(b)	Review and analyse all relevant financial information
and/or documentation as well as any relevant strategic and operational information and/or documentation.



 




     

     

    

 


		(c)	Assist in the revisions and/or augmentation of its
business and financial plan and/or marketing materials.



 


		4	In consideration for the services to be rendered, Iberica
shall be entitled to:



 


		a)	A
                                         success fee equal in amount to ten percent (10%) of the total value of the benefit, monetary
                                         or otherwise derived by the Company shall be earned in connection with any other activities
                                         as defined in section 1 of this Agreement. Iberica will share its fee with any broker
                                         that brings in investors based on what they negotiate so that the Company will not be
                                         required to make any additional payments or commissions to any third party other
                                         than Iberica.



The fee will be paid out of the escrow account of the
closing attorney.


 


		b)	In
                                         the event that Company is acquired by a third party introduced by Inberica and with the
                                         assistance and involvement of Iberica in respect of such acquisition, the fee will be
                                         seven percent (7%) of the total value of the benefit, monetary or otherwise derived by
                                         the Company, provided that if any fee is payable to any additional third party in respect
                                         of the consummation of such transaction, Iberica’s fees hereunder shall be included
                                         in the fees of such third party and will not be cumulative to such third party’s
                                         fees.



 


		c)	A success fee equal in amount to ten percent (10%)
of the total of any success fee earned by any registered dealer introduced to the Company by Iberica in connection with any pre
and/or post IPO M&A activity. Iberica will be entitled to earn this fee in connection with any transaction that is either
completed and/or initiated by the registered dealer.



 


Transaction
Value is defined as the total of cash and cash equivalent value that is payable upon closing or at some future date.


 


		6)	The Company agrees to reimburse Iberica for all reasonable
out of pocket expenses incurred in the performance of the engagement described herein, payable upon receipt of statements of expenses
submitted by Iberica and receipts, and such expenses are not to exceed $1,500 without the prior written consent of the Company.



 


		7)	This agreement shall be governed by and construed in accordance
with the laws of the State of the State of Israel.



 


		8)	In the event of any dispute between the parties, as to
the interpretation, performance or enforcement of any of the terms of this Agreement, the prevailing party shall be entitled to
reimbursement from the other of all legal costs and expenses attendant, thereto, including reasonable attorneys fees.



 


		9)	Notwithstanding the foregoing, the provisions contained
herein, relating to confidentiality, to the payment of fees and expenses, will survive any termination or expiration of this Agreement.



 


		10)	The foregoing constitutes the entire Agreement between
the parties and only shall be subject to amendment or modification by mutual written consent of the parties. This Agreement will
be in effect for a minimum period of three months, commencing on the date of signature of this engagement. Company may terminate
this Agreement at any time with thirty (30) days prior written notice.



 


		11)	If the foregoing correctly reflects the basis upon which
you agree to retain Iberica in this connection, kindly sign and return to Iberica the enclosed copy of this letter of Agreement



 


Very truly yours,


 




     

     

    

 





	Iberica Investments LLC	 
	 	 
	Per:	 	 
	 	Ephraim Schlisser	 
	 	President & CEO	 
	 	 	 
	Todos Medical Ltd.	 
	 	 	 
	Per: 	 	 
	 	Rami Zigdon	 
	 	CEO