Exhibit
      4.18

       

      EMPLOYMENT
        AGREEMENT

       

       

      This
        Employment Agreement is entered into as of August 1st, 1999, effective as
        of
        August l, 1999 (the "Effective Date"), by and between XTL
        Biopharmaceuticals Ltd., an
        Israeli company with its principal offices in Building No. 3 (third floor),
        Kiryat Weizmann, Rehovot, Israel, (the "Company
        "), and Jonathan Burgin (ID
        Number 12714515) an individual whose address 53 Hanesher St., Raanana, Israel
        (the "Employee").

       

       

      WITNESSETH:

       

       

      WHEREAS,
        the Company desires to employ the Employee as its Chief Financial Officer,
        and
        the Employee desires to be employed by the Company as its Chief Financial
        Officer, on the terms and conditions set forth below:

       

       

      NOW,
        THEREFORE, in consideration of the foregoing and the mutual promises and
        covenants herein contained, the parties hereto agree as follows:

       

       

      l. EMPLOYMENT:
        DUTIES

       

       

      The
        Company hereby employs the Employee, and the Employee hereby accepts employment,
        as the Chief Financial Officer of the Company on the terms and conditions
        set
        forth below. The Employee shall be responsible for, and shall supervise and
        manage all the financial
        activities of the Company, including without limitation, to its financial
        affairs vis-a-vis suppliers, the office of the Chief Scientist, the Israel
        Investment Center, subcontractors, investors and investment banks. In addition,
        the Employee shall perform such other services and duties as are normally
        incident to the position held by the Employee and are commensurate with the
        Employee's background, education and professional standing or as are requested
        of the Employee by the Company's CEO and the Board of Directors of the Company.
        In carrying out these functions, the Employee shall work at the direction
        of and
        subject to the approval of, and shall report to, the CEO of the Company.
        The
        Employee shall perform his duties hereunder at such locations as are directed
        by
        the Company's Board of Directors. The Employee shall devote all of his business
        time and efforts to the performance of his duties and the business and affairs
        of the Company. The duties of the Employee are such as require personal trust
        and confidence, as referred to in Section 30(a)(5) of the Hours of Work and
        Rest
        Law, 5711-1951.

       

       

      2.
         TERMINATION

       

       

      (a) The
        Employee's employment hereunder shall commence on the date set forth above
        and
        shall continue until terminated upon the first to occur of the following
        events
        (each of the following shall be deemed a "Terminating Event"):

       

       

      (i) The
        death
        or disability of the Employee (for purposes of this Section 2, "disability"
        shall be deemed to have occurred if Employee is unable, due to any physical
        or
        mental disease or condition, to perform his normal duties of employment for
        90
        consecutive days in any 12-month period);

       

       

      (ii) Termination
        by the Company for just cause. Any of the following actions or omissions
        by the
        Employee shall constitute just cause: -

       

       

      
        
          
          

        

        
          1

          
            

          

        

        
          
          

        

      

      (1) Material
        breach by the Employee of Section 5 of this Agreement;

       

       

      (2) Material
        breach by the Employee of any provision of this Agreement other than Section
        5
        which is not cured by the Employee within fifteen (15) days after his receipt
        of
        notice thereof from the Company containing a description of the breach or
        breaches alleged to have occurred;

       

       

      (3) Habitual
        neglect by the Employee or gross failure by the Employee to adequately perform
        the duties set forth in Section 1 hereof; or

       

       

      (4) Any
        action by the Employee to intentionally harm the Company or any act of
        embezzlement or theft committed by the Employee against the
        Company.

       

       

      (iii) Termination
        by the Employee for just cause. Any of the following actions or omissions
        by the
        Company shall constitute just cause:

       

       

      (1) Material
        breach by the Company of any provision of this Agreement which is not cured
        by
        the Company within fifteen (15) days after its receipt of notice thereof
        from
        the Employee containing a description of the breach or breaches alleged to
        have
        occurred; Material breach shall include, inter alia, events in which the
        company
        imposes, without cause, substantial and material changes in the conditions
        of
        the Employee's employment, or limits without cause the Employee's activities
        in
        a manner which substantially and materially detracts from his capacity as
        Chief
        Financial Officer of the Company or an appointment of another employee to
        a
        position which is, in substance, parallel, similar or identical to the position
        of the Employee as the Chief Financial Officer of the Company as described
        in
        Section 1 herein above.

       

      (2) Any
        action by the Company to intentionally harm the Employee.

       

      (3) The
        Employee is required by the Company to perform actions and activities which
        the
        Employee deems as illegal or detrimental to the Company's business.

       

       

      (iv)
        Termination without cause. The Company may, without cause, terminate this
        Agreement at any time, by giving ninety (90) days notice to the Employee.
        The
        Employee may, without cause, terminate this Agreement at any time by giving
        ninety (90) days notice to the Company. In any such event, the Employee shall
        be
        paid his regular compensation up to the date of termination and shall continue,
        if requested by the Company, to render his services to the Company during
        such
        period.

       

       

      (b) Post-termination.
        Except
        as provided herein or required by law, the Parties shall not have any claim
        against each other, for damages or otherwise, or be entitled to any payment
        or
        other benefit, as a result of the termination of this Agreement. If so requested
        by the Company,
        the Employee shall use his best efforts to effect an orderly transfer of
        his
        duties to his successor.

       

       

      (c) Effect
        of Termination.
        Upon
        the occurrence of any of the Terminating Events (except for Subsection
        (a)(ii)(4) above), the Employee will be entitled to receive: (a) his Salary,
        as
        defined below, for a period of three (3) months from the date of the Terminating
        Event (the end of such period shall be referred to herein as the "Termination
        Date"), and
        (b)
        "severance pay" in the event of termination by the Company in an amount equal
        to
        100% of the Employee's last Salary, as defined below, multiplied by the relevant
        period he has been employed by the Company from the date hereof and until
        the
        Termination Date (number of years, months and days). The "severance pay"
        or
        "termination fee", as applicable, shall comprise of all the amounts accrued
        in
        the Managers Insurance as Severance, with any shortfall to be paid up by
        the
        Company.

       

      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

       

      3. COMPENSATION
        AND BENEFITS, EXPENSES

       

       

      (a) Compensation
        and Benefits.
        As
        compensation for the performance of his duties on behalf of the Company,
        the
        Employee shall be entitled to the following compensation:

       

       

      (i) Monthly
        Salary.
        The
        Company shall pay the Employee a monthly salary in NIS equal to US$7,500,
        calculated in accordance with the respective exchange rate as of the date
        of
        each payment (the "Salary"),
        gross
        per
        month during his employment with the Company. The Salary shall be paid in
        monthly installments not later than the fifth day of each month with respect
        to
        the preceding month. The Company shall pay the Employee twelve (12) monthly
        salaries per year. The Salary shall be linked to the US dollar. The Company,
        will deduct all income tax and other taxes or government levies imposed on
        the
        Salary or on other amounts paid by the Company to the Employee. The linkage
        of
        the Salary to the US.Dollar is in lieu of any "Tosefet Yoker", or other
        statutory or mandatorily required increase in salary, which the Employee
        hereby
        waives.

       

       

      (ii) Managers
        Insurance.
        At the
        end of each month during the employment of Employee hereunder (or such other
        day
        as is consistent with the Company's general practices), the Company shall
        pay an
        aggregate amount equal to 155/6%
        of the
        Employee's monthly Salary for the preceding month to a Managers Insurance
        (Bituach Manahalim) policy (the "Policy")
        through an
        agency
        and with an insurance company to be jointly selected by the Company and the
        Employee, or to Makefet (in the event that the Employee chooses to do so)
        to be
        divided as follows: 81/3% toward
        Severance; 5% toward Compensation; and 2.5% toward "Shalva" insurance (or
        comparable loss of working capacity insurance). In addition, at the beginning
        of
        each month the Company shall deduct from the Salary of the Employee an amount
        equal to 5% of the Employee's monthly Salary for the preceding month, and
        shall
        pay such amount as premium payable in respect of the "Compensation" component
        of
        the Policy. Upon any increase in the Employee's Salary, the Company shall
        contribute to the Employee's Policy the difference, if any, between the amount
        accumulated in the Policy towards Severance, and the product of the Employee's
        last monthly Salary multiplied by the number of complete years, or parts
        thereof, the Employee was employed by the Company.

       

       

      (iii) Keren
        Hishtalmut Fund. At the end of each month during the employment of the
        Employee hereunder (or such other day as is consistent with the Company's
        general practices), the Company shall pay an amount equal to up to
        71/2% of the Employee's monthly Salary for the preceding month
        (the "Maximum Amount"), but in no event an amount which is
        exceeds the amount which is tax qualified for the Employee (the "Tax
        Amount"), to a Keren Hishtalmut Fund designated by the Employee (the
"Fund"), and shall deduct from the Salary of the Employee
        an
        amount equal to up to 21/2 % of the Employee's monthly Salary for the
        preceding month and pay the same to the Fund. Any amounts resulting the Maximum
        Amount less the Tax Amount, shall be paid to the Employee after payment of
        applicable taxes.

       

       

      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

      (iv) Transfer
        of Policy and Fund.
        All
        sums accumulated as premiums in respect of the Policy and the Fund (whether
        paid
        by the Company or by the Employee), shall entirely belong to the Employee,
        and
        the Company shall take all such actions as are necessary to effect the same.
        The
        Company undertakes that upon any of the aforesaid Terminating Events, it
        shall
        take all such actions and complete all such forms as are necessary to fully,
        automatically and unconditionally release the Policy and the Keren Hishtalmut
        Fund to the Employee or as the Employee shall direct. Notwithstanding the
        aforesaid in this sub-section (iv), in the event of termination of the
        employment by the Company for just cause, as set forth in Section 2(a)(ii),
        the
        Company may release or withhold the severance portion in the Policy at its
        sole
        and absolute discretion.

       

       

      (v) Vacation;
        Recuperation Day .
        The
        Employee shall be entitled to Twenty (20) days of paid vacation annually
        during
        the term of this Agreement (prorated for any partial calendar year during
        which
        he is employed hereunder). The Employee may carry forward any unused portion
        of
        any such vacation. The value of any unused vacation days shall be paid to
        the
        Employee, pro rata, on the basis of the Salary, at the end of each calendar
        year
        or upon termination of this Agreement, at the discretion of the Employee.
        The
        Employee shall be entitled to recuperation days as prescribed by applicable
        law.
        The value of any unused recuperation days shall be paid to the Employee,
        pro
        rata, at the end of each calendar year.

       

       

      (vi) Sick
        Leave.
        The
        Employee shall be entitled to sick leave as prescribed by applicable law.
        The
        Employee may carry forward any unused portion of any such sick leave as
        prescribed by applicable law.

       

       

      (vii)
        Company
        Automobile.
        The
        Employee will be entitled to use a Company-owned automobile of a value not
        exceeding US$25,000. The Company will bear all expenses of maintaining and
        operating the same, including, without limitation, insurance, gasoline,
        maintenance and repairs. The Company will gross up and pay any tax that the
        Employee may be required to pay for the use of the Company-owned
        automobile.

       

       

      (ix) Telephone
        Line; Cellular Phone.
        The
        Company shall purchase and maintain for the Employee a telephone line at
        the
        Employees home. The Company shall gross up and bear the expenses of the usage
        of
        such telephone line, including any tax that the Employee may be required
        to pay
        for the use of the Company owned telephone line. The Company shall purchase
        and
        maintain for the Employee a portable cellular telephone. The Company
        shall gross up and bear the expenses of the usage of such cellular phone,
        including any tax that the Employee may be required to pay for the use of
        the
        Company owned cellular phone

       

       

      (b) Expenses.
        The
        Company shall pay or reimburse the Employee for all normal, usual and necessary
        expenses incurred or paid by the Employee in the performance of his duties
        hereunder, against receipt by the Company of appropriate vouchers, receipts
        or
        other proof of the Employee's expenditures.

       

       

      (c) Review.
        The
        Board of Directors will annually, and at such other times as agreed upon
        between
        the parties, review the terms of employment of the Employee, based upon the
        Employee's contribution to the Company and based upon a consideration of
        compensation at comparable companies in Israel. In addition, the Board of
        Directors may review the terms mentioned in this Section 3, upon special
        performances of the Company.

       

       

      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      

      (d) Grant
        of Shares/Options.
        The
        Employee shall be entitled to receive 67,872 options to purchase Common Shares
        of the Company equal to 0.8%
        of
        the
        issued and outstanding share capital of the Company on the date hereof (the
        "Options"). The exercise price of such Options shall be equal to US$4.9723
        per
        Option. The Options shall vest monthly over a four (4) year period so that
        for
        each complete month the Employee has been employed by the Company, 1/48 of
        the
        Options shall vest. The grant of such Options and the terms and conditions
        applicable thereto are subject to (i) the inclusion of the Employee in the
        Company's stock option plan; (ii) approval by the Company's Board of Directors,
        and (iii) such other terms and conditions as required in order to effect
        the
        grant of the Options. All tax consequences resulting from the grant, vesting
        and
        exercise of the Options to or by the Employee shall be his sole and exclusive
        responsibility.

       

       

      4. REPRESENTATIONS
        AND WARRANTIES BY THE EMPLOYEE

       

       

      The
        Employee hereby represents and warrants to the Company as follows:

       

       

      (a) No
        Conflicts.
        Neither
        the execution and delivery of this Agreement nor the performance by the Employee
        of his duties and other obligations hereunder violate or will violate any
        prior
        employment agreement, contract, or other instrument to which the Employee
        is a
        party or by which he is bound.

       

       

      (b) Capacity.
        The
        Employee has the full right, power and legal capacity to enter and deliver
        this
        Agreement and to perform his duties and other obligations hereunder. This
        Agreement constitutes the valid and binding obligation of the Employee. To
        the
        best of the Employee's knowledge, no approvals or consents of any persons
        or
        entities are required for the Employee to execute and deliver this Agreement
        or
        perform his duties and other obligations hereunder.

       

       

      5. CONFIDENTIAL
        INFORMATION, NON
        COMPETITION

       

       

      5.1 The
        Employee obligations concerning Confidential Information.

       

       

      (i)
         During
        the term of his retention by the Company and for an indefinite period
        thereafter, the Employee shall treat Confidential Information, including
        the
        Company's clients, partners, shareholders or suppliers, or any other parry
        to
        whom the Company owes an obligation of confidence on a confidential basis
        and
        shall not disclose any such information to others without the prior written
        permission of the Company, or use Confidential Information for any purpose,
        other than for the performance of services for the Company.

       

       

      (ii) The
        Employee acknowledges that Confidential Information is the sole and exclusive
        properly of the Company. Upon any termination of the Employee's retention
        by the
        Company, the Employee shall surrender possession of all Confidential Information
        to the Company.

       

       

      (iii) For
        the
        purpose of this Section 5.1, "Confidential
        Information" shall
        mean all
        information
        of, or pertaining to, the Company which is, by its nature, confidential,
        including, without limitation, all documentation, software, customer lists,
        know-how and other information of any kind or nature relating to the past,
        present or future business, as known at the time of the actual departure,
        of the
        Company or any plans therefor, or relating to the past, present or future
        business of a third party or plans therefor that are disclosed to the Company,
        which the Company does not disclose to third parties without restrictions
        on use
        or further disclosure, and information concerning products, services and
        technology, both current and under development, promotion and marketing
        programs, lists, trade secrets and other confidential and proprietary business
        information of the Company or any of its clients, partners, shareholders
        or
        suppliers, except to the extent required to carry out his responsibilities
        to
        the Company. Notwithstanding the foregoing, "Confidential Information" shall
        not
        include information which the Employee can evidence to the Company: (i) is
        in,
        or enters the public domain otherwise than by reason of a breach hereof by
        the
        Employee; (ii) is known by the Employee at the time of disclosure thereof
        by the
        Company; (iii) is independently obtainable by the Employee without recourse
        to
        Confidential Information; or (iv) is rightfully transmitted or disclosed
        to the
        Employee by a third party which owes no obligation of confidentiality with
        respect to such information.

       

      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      

       

      5.2 Restrictive
        Covenants.
        During
        the term of this Agreement, and until one (1) year after the Termination
        Date
        (the "Determining
        Date"), in
        consideration of the terms and covenants contained herein, the Employee
        warrants, represents and covenants that he shall not, except as may be approved
        in writing by the Company and as an employee, representative or agent of
        the
        Company, within the geographic area known as the world:

       

       

      (i) perform
        any services, directly or indirectly, for any person or entity, regarding
        any
        development and/or sale and/or license of a product or know how, competing,
        directly or indirectly, with the Company or any affiliate thereof;

       

       

      (ii) own,
        directly or indirectly, an interest in, or promote or assist financially
        or
        otherwise, any entity competing , by way of development and/or sale and/or
        license of a product or know how, directly or indirectly, with the Company
        on
        the date hereof or at any time (during the term of this Agreement).

       

       

      (iii) compete,
        directly or indirectly, with any services marketed or offered by the
        Company;

       

       

      (iv) canvass,
        solicit or accept any business, patronage, orders, customers, or clients
        in any
        form, for himself or for any other person or entity that he owns that is
        engaged
        in a business competing, directly or indirectly, with the Company or any
        affiliate thereof, from any clients or customers of the Company, or give
        any
        other person, firm or corporation the right to do any of the
        foregoing;

       

       

      (v)
         directly
        or indirectly request or advise any clients, customers, shareholders, or
        suppliers of the Company to withdraw, curtail, or cancel their business with
        the
        Company, or in any other way directly or indirectly interfere with or disrupt
        or
        attempt to disrupt the Company's business relationship (express, implied,
        or
        otherwise) with any of its clients, customers, shareholders, or
        suppliers;

       

       

      (vi) directly
        or indirectly induce, or attempt to influence, any employee or representative
        of
        the Company to terminate his or her employment with the Company or its
        successor;

       

       

      (vii) directly
        or indirectly employ, or attempt to employ, any employee or representative
        of
        the Company;

       

      
        
          
          

        

        
          6

          
            

          

        

        
          
          

        

      

       

      The
        Employee acknowledges that a breach of the foregoing restrictive covenants
        by
        the Employee would result in substantial injury and damage to the Company
        for
        which there is no adequate remedy at law. Therefore,
        in the event of an actual or threatened breach of such restrictive covenants
        by
        the Employee, the Company shall be entitled, in addition to all other remedies
        and damages that may be available to the Company at law or in equity, to
        a
        preliminary restraining order and an injunction, or any other available
        equitable remedy, to restrain the violation or attempted violation of this
        Agreement by the Employee or by any other person or entity acting for his
        benefit or on his behalf. In the event there is any action to enforce the
        terms
        of such restrictive covenants, the prevailing party, in addition to any other
        remedy, shall be entitled to recover reasonable attorney's fees and all other
        reasonable costs associated with any such action both on the trial and appellate
        level and in any creditor's proceedings. In the event that a court of competent
        jurisdiction determines by final non-appealable judgment that the scope,
        time
        period, or geographical limitations of any of the restrictive covenants
        specifically set forth herein are too broad to be capable of enforcement,
        said
        court is authorized, and
        the
        parties hereto stipulate that such court shall, modify said restrictive
        covenants and enforce such provisions as to scope, time, and geographical
        areas
        as the court deems equitable, just and appropriate considering the intent
        of the
        parties hereto.

       

       

      (e) Communication
        to the Company.
        At all
        times prior to the Determining Date, the Employee shall communicate and direct
        to the Company all knowledge, business opportunities and client contact and
        any
        other matters or information acquired by him which are in the scope of the
        business of the Company. Any such information communicated to the Company
        as
        required herein shall be and shall remain the property of the Company,
        notwithstanding the subsequent termination of this Agreement.

       

       

      6.
         MISCELLANEOUS

       

       

      (a) Entire
        Agreement.
        This
        Agreement is the entire agreement between the parties with, respect to the
        subject matter hereof, and supersedes all prior understandings, agreements
        and
        discussions between them, oral or written, with respect to such subject matter.
        This Agreement shall not be modified or amended except by a written instrument,
        signed by the parties hereto. All remedies specified herein or otherwise
        available shall be cumulative and in addition to any and every other remedy
        provided hereunder or not or hereafter available at law or in equity. No
        waiver
        or failure to act with respect to any breach or default hereunder, whether
        or
        not the other party has notice thereof, shall be deemed to be a waiver with
        respect to any subsequent breach of default, whether of similar or different
        nature.

       

       

      (b) Binding
        Effect.
        The
        rights, benefits, duties and obligations under this Agreement shall inure
        to,
        and be binding upon, the Company, its successors and assigns, and upon the
        Employee and his legal representatives. This Agreement constitutes a personal
        service agreement, and the performance of the Employee's obligations hereunder
        may not be transferred or assigned by the Employee.

       

       

      (c) Notices.
        Any
        notice or other communication required or desired to be given by either party
        to
        the other hereunder shall be in writing and shall be deemed duly given for
        all
        purposes (a) when received or seven (7) days after it is mailed by prepaid
        registered airmail, return receipt requested; (b) upon the transmittal thereof
        by telecopier; or (c) upon the manual delivery thereof, to the respective
        addressee or fax numbers set forth above, or such other addresses of which
        notice as aforesaid has actually been received.

       

      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

      

       

      (d) Applicable
        Law, Attorney's Fees.
        This
        Agreement shall be interpreted according to the laws of the State of Israel.
        The
        prevailing party in any arbitration or legal proceedings or litigation arising
        hereunder shall be entitled to be awarded its attorney's fees on the trial
        and
        appellate levels, its costs, and all other costs and damages as the appropriate
        tribunal shall render and award.

       

       

      (e) Assignment.
        The
        Employee acknowledges that his services are unique and personal. Accordingly,
        the Employee may not assign his rights or delegate his duties or obligations
        under this Agreement except with the prior written consent of the Company.
        The
        Company's rights and obligations under this Agreement shall inure to the
        benefit
        of and shall be binding
        upon the Company's successors and assigns. The Company may assign this Agreement
        to any successor in interest without the consent of the Employee.

       

       

      (f) Reformation;
        Severability

       

       

      (i) Whenever
        possible, each provision of this Agreement will be interpreted in such manner
        as
        to be effective and valid under applicable law, but if any provision of this
        Agreement is finally determined by a court of competent jurisdiction to be
        unenforceable or invalid under applicable law, such provision will be effective
        only to the extent of its enforceability or validity, without affecting the
        enforceability or validity of the remainder of this Agreement, and such court
        shall have jurisdiction to reform this Agreement to the maximum extent permitted
        by law, and the parties will abide by the court's determination. In the event
        that any such provision of this Agreement cannot be reformed, such provision
        will be deemed severed from this Agreement, but every other provision of
        this
        Agreement shall remain in full force and effect.

       

       

      (ii) Without
        limiting the generality of the foregoing, if for any reason any portion of
        the
        restrictions contained herein are held to be unreasonable, arbitrary, or
        against
        public policy, then the restrictions shall be considered divisible, both
        as to
        the-time and to the geographical area, with each month of the specified period
        being deemed a separate period of time and each radius mile of the restricted
        territory being deemed a separate geographical area, so that the lesser period
        of time or geographical area shall remain effective so long as the same is
        not
        unreasonable, arbitrary, or against public policy. If any court of competent
        jurisdiction determines the specified period or the specified geographical
        area
        of the restricted territory to be unreasonable, arbitrary, or against public
        policy, a court of competent jurisdiction shall construe and interpret or
        reform
        such provision so that a lesser time period or geographical area which is
        determined to be reasonable, non-arbitrary, and not against public policy
        may be
        enforced. If the Employee violates any of the covenants contained herein
        and if
        any court action is instituted to prevent or enjoin such violation, then
        the
        period of time during which the Employee shall be restricted, as provided
        in
        this Agreement, shall be lengthened by a period of time equal to the period
        between the date of such breach of the terms or covenants contained in this
        Agreement and the date on which the decree of the court disposing of the
        issues
        upon the merits shall become final and not subject to further
        appeal.

       

       

      (g) Cumulative
        remedies.
        All
        rights and remedies of the parties shall be cumulative, and the parties shall
        have the right to obtain all available equitable remedies against each other
        for
        the enforcement of this Agreement.

       

      (h) Non-Waiver.
        The
        failure of either party to insist upon the strict performance of any of the
        terms, conditions and provisions of this Agreement shall not be construed
        as a
        waiver or relinquishment of future compliance therewith or with any other
        term,
        condition or provision hereof, and said terms, conditions and provisions
        shall
        remain in full force and effect. No waiver of any term or condition of this
        Agreement on the part of either party shall be effective for any purpose
        whatsoever unless such waiver is in writing and signed by such
        party.

       

       

      
        
          
          

        

        
          8

          
            

          

        

        
          
          

        

      

      (i) Headings.
        The
        headings of paragraphs are inserted for convenience and shall not affect
        any
        interpretation of this Agreement.

       

       

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

       

      


       

      
        	
                By:
                  /s/ Jonathan
                  Burgin                                          
                  

                      
                  Jonathan Burgin
      
                  (the “Employee”)

                 

                 

                 

              
	
                By:
                  /s/ Martin
                  Becker                                               

                      
                  XTL Biopharmaceuticals Ltd.
      
                  Martin
                  Becker
       Chief
                  Executive Officer

              


      

      


       


      
        
          
          

        

        
          9

          
            

          

        

        
          
          

        

      


      AGREEMENT

       

      This
        Agreement (“Agreement”)
        is
        made by and among XTL Biopharmaceuticals Ltd. the “Company”)
        and
        Jonathan Burgin (“Burgin”).

       

      WHEREAS,
        the Company and Burgin entered into an Employment Agreement dated August
        1,
        1999, a copy of which is attached hereto as Exhibit
        A
        (the
“Employment
        Agreement”);

       

      WHEREAS,
        the parties hereby desire to amend certain terms and conditions contained
        in the
        Employment Agreement, on the terms set forth below.

       

      NOW
        THEREFORE, in consideration of the promises and mutual agreements set forth
        in
        this Agreement and Release, it is agreed by and between the undersigned as
        follows:

       

      1.  Termination
        Payment.

       

      1.1  The
        Parties hereto agree, that upon the termination of Burgin’s employment with the
        Company, for any reason other than for “cause” (the “Termination
        Date”),
        the
        Company shall continue to pay to Burgin, in accordance with Sections 2(a)(iv)
        and 2(c) of the Employment Agreement (such provisions stating a three (3)
        months
        notice period (Section 2(a)(iv) and a three (3) months additional period
        (Section 2(c)), an amount equal to Burgin's base salary (including all the
        rights detailed in Section 3 of the Employment Agreement) as at the time
        of the
        Termination Date, less required tax withholdings, for a period of six (6)
        months
        from the Termination Date (the “Additional
        Period”),
        without requiring Burgin to physically be present at the Company and render
        his
        services to it during such Additional Period. The Company or Burgin shall
        notify
        each other regarding the termination of the Employment Agreement upon fourteen
        (14) days written notice to the other.

       

      1.2 Burgin
        will be entitled to receive a cash bonus in the amount of US$50,000 in
        recognition of his hard work and dedication in the Company to date (the
“Bonus”),
        such
        Bonus to be paid in two equal installments, the first (US$25,000) at the
        end of
        April 2005 (together with the monthly salary payment to be paid at the beginning
        of May 2005) and the second (US$25,000), immediately upon the completion
        of the
        listing of the Company’s shares on NASDAQ and commencement of
        trading.

       

      1.3
         Burgin
        shall retain the right to exercise all the options (the "Options")
        granted to him by the Company during the term of his employment, to the extent
        vested, until the earlier of (a) the final period for the exercise of such
        options, or (b) twelve (12) months from the expiry of the Additional Period.
        The
        Options will continue to vest until the end of the Additional Period. A list
        of
        the Options, including the date of grant, date of option termination, exercise
        price and total number of shares vested as of the date hereof is set forth
        on
Exhibit
        B
        hereto.


       

      2.  Entire
        Agreement.
        Other
        than the amendments to the Employment Agreement set out herein, the remainder
        of
        the terms and conditions of the Employment Agreement shall continue to be
        in
        full force and effect. In the event of any inconsistency between the terms
        and
        conditions contained in the Employment Agreement and the terms and conditions
        contained herein, the terms and conditions contained herein shall govern.
        This
        Agreement may be amended only by a written instrument executed by all parties
        hereto.

       

      
        
          
          

        

        
          10

          
            

          

        

        
          
          

        

      

      3.  Severability.
        In the
        event any provision of this Agreement shall be found unenforceable by an
        arbitrator or a court of competent jurisdiction, the provision shall be deemed
        modified to the extent necessary to allow enforceability of the provision
        as so
        limited, it being intended that the Company shall receive the benefits
        contemplated herein to the fullest extent permitted by law. If a deemed
        modification is not satisfactory in the judgment of such arbitrator or court,
        the unenforceable provision shall be deemed deleted, and the validity and
        enforceability of the remaining provisions shall not be affected
        thereby.

       

      4.  Applicable
        Law.
        The
        validity, interpretation and performance of this Agreement shall be construed
        and interpreted according to the laws of the State of Israel.

       

      


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

      


      


       

      
        	
                Dated:
                  ___________________   

                 

              	
                By: /s/
                  Jonathan
                  Burgin                       
                  

                      
                  Jonathan Burgin

                 

              
	
                Dated:
                  ___________________

                 

              	
                By:
                  /s/ XTL Biopharmaceuticals Ltd.  

                      
                  XTL Biopharmaceuticals Ltd.

                 

              


      

       

      


       

      
        
          
          

        

        
          11