Exhibit
        4.23

    

    Private
      & Confidential

    


    August
      1,
      2005

     

    Dear
      XXX,

    


    This
      letter records the terms on which you are invited to serve as a non-Executive
      Director of XTL Biopharmaceuticals Ltd (the “Company”)
      and
      confirms the agreement previously reached between us:

    


    
      	1.  	
              For
                the purpose of the Israeli Companies Act 1999 (the “Act”), each
                non-Executive Director who is appointed to the position of any Outside
                Director (as such term is defined in the Act) is required to provide
                the
                Company with a representation as to any related party association
                with the
                Company. By agreeing to the terms contained herein and signing this
                agreement, you hereby confirm,
                that:

            


    

    


    
      	a.  	
              You,
                your relative, your partner, your employee or a corporation you control,
                has not, at the date of your appointment or had not in two years
                before
                the date of your appointment, any relation to the Company, or has
                not at
                the date of your appointment, any relation to the Controlling Person
                (as
                defined in the Act), or to “another
                corporation”.

            


    

    


    For
      the
      purpose hereof, “relation”
      shall
      mean employer-employee relationships, business or professional relationships
      on
      a continuous basis or control, and serving as an officer in the Company, except
      for serving as Director of the Company for less than three months in which
      period the Company completed an IPO; and “another
      corporation”
      shall
      mean a corporation which the Controlling Person, at the date of your appointment
      or in the two years preceding your appointment, is the Company or the
      Controlling Person of the Company.

    


    
      	b.  	
              Your
                other jobs or duties do not cause, and are not likely to cause, any
                conflict of interest with your duty as a director of the Company,
                or do
                not impair your capability to serve as Director of the
                Company.

            


    

    


    
      	c.  	
              You
                are not serving as an Outside Director in any other Company in which
                one
                of the Directors of the Company is serving as an Outside
                Director.

            


    

    


    
      	2.  	
              Your
                appointment is to continue for a period of 36 months from the date
                hereof
                and shall continue thereafter until you terminate this arrangement
                upon
                giving the Company not less than 2 months’ written notice which may be
                given at any time, provided that such notice does not expire before
                the
                end of the said minimum period. However, your appointment will terminate
                forthwith, without any entitlement on your part to compensation,
                if:

            


    

    


    
      	a.  	
              You
                are not reappointed as a Director at any Company Annual General Meeting
                where you are required to retire under the Articles of Association
                of the
                Company (as amended from time to
                time);

            


    

    


    
      
        
        

      

      
        
          XTL
            Biopharmaceuticals Ltd. Kiryat
            Weizmann Science Pk, Bldg 3, POB 370, Rehovot 76100, Israel Tel: +972-8-930-4444 Fax: +972-8-930-4445

        

        
          

        

      

    

    
        

      
      

    

     

      
      

    

    
      	b.  	
              You
                cease to be a Director by reason of your vacating office pursuant
                to any
                provision of the Articles of Association of the Company (as amended
                from
                time to time) or the Act;

            


    

    


    
      	c.  	
              You
                are convicted of any criminal offence (excluding minor road traffic
                offences);

            


    

    


    
      	d.  	
              You
                breach the terms of this appointment (such breach not being capable
                of
                remedy) or you fail or refuse to carry out your duties as required
                by this
                letter; or

            


    

    


    
      	e.  	
              You
                are guilty of gross misconduct or any act in any way which may, in
                the
                opinion of the Board, bring the Company into disrepute or
                discredit.

            


    

    


    
      	3.  	
              You
                will be entitled to a fee for your services as a non-Executive Director,
                at the rate of US$20,000 per annum, such fee to be payable quarterly
                in 4
                equal instalments, subject to restrictions imposed by applicable
                law and
                to the deduction of any tax or other deduction which the Company
                is
                required to deduct by law. In
                addition, you will be entitled to receive a fee of US$2,000 for
                participating in person in a Board Meeting or a Committee Meeting
                occurring in addition to a scheduled Board Meeting, and a fee of
                US$500
                for participating in a Committee Meeting occurring at the time of
                a Board
                Meeting or for participating in a Board or a Committee meeting held
                via
                phone. Such
                additional fees incurred will be paid in accordance with the payment
                terms
                relating to the annual fee, above.

            


    

    


    
      	4.  	
              In
                the event of termination of this appointment (otherwise than on
                termination in accordance with paragraphs 2(b) to (e) inclusive of
                this
                letter) you will be entitled to that proportion of the fees due and
                unpaid, accrued on a daily basis up to and including the date of
                termination of the appointment.

            


    

    


    
      	5.  	
              In
                the event that you are called on or requested to perform any special
                duties or responsibilities outside your ordinary duties as Director
                the
                Board may agree to pay you special
                remuneration.

            


    

    


    
      	6.  	
              As
                a non-Executive Director you will perform the duties normally attendant
                on
                that office, including (without limitation) using reasonable efforts
                to
                attend all meetings of the Board of Directors (you may attend either
                in
                person or through telephone attendance).


            


    

    


    In
      addition, you will be a member of the Audit Committee and the Remuneration
      Committee of the Board. The Committees meet as often as each deems necessary
      for
      the performance of their functions.

    


    
      	7.  	
              Both
                during the term of your appointment and after its termination you
                will
                observe the obligations of confidentiality which are attendant on
                the
                Officer of Director. In addition, although they are not specifically
                mentioned in this letter, you will of course be subject to the normal
                legal duties and responsibilities of a Director of a company incorporated
                under Israeli law.

            


    

    


    
      	8.  	
              Upon
                termination of this appointment you will resign from your office
                as a
                Director of the Company and from all other appointments or offices
                which
                you hold as nominee or representative of the
                Company.

            


    

    


    
      
        
        

      

      
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      	9.  	
              This
                letter shall be governed by Israeli
                Law.

            


    

    


    Kindly
      confirm your agreement to the terms set out above by signing the endorsement
      on
      the enclosed copy of this letter and returning the copy to me at the above
      address.

     

    Yours
      sincerely,

    for
      and
      on behalf of XTL Biopharmaceuticals Ltd.

     

    ________________________________

    XXX
      

    I
      agree
      to the above terms of my appointment.

    


    Dated:
      August 1, 2005

    
       
________________________________

    XXX

     

    
      
        
        

      

      
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