Exhibit
      4.24

      INDEMNITY
        AND EXCULPATION
        agreement

      


      THIS
        AGREEMENT, dated as of August 1, 2005, is between XTL Biopharmaceuticals
        Ltd.,
        an Israeli company with its principal offices in Kiryat Weizmann Science
        Pk,
        Bldg 3, third floor, Nes Ziona, Israel (the “Company”),
        and
        _______________________, and individual whose address is
        _____________________________________________________________ (the “Indemnitee”).

       

      WHEREAS,
         the
        Indemnitee is an Office Holder of the Company (as defined below);

       

      WHEREAS,
         both
        the
        Company and Indemnitee recognize the increased risk of litigation and other
        claims being asserted against Office Holders of a public company; 

       

      WHEREAS,
         the
        Articles of Association of the Company authorize the Company to indemnify
        Office
        Holders; and

       

      WHEREAS,
         in
        recognition of Indemnitee’s need for substantial protection against personal
        liability in order to assure Indemnitee’s continued service to the Company in an
        effective manner and Indemnitee’s reliance on the aforesaid Articles of
        Association and, in part, to provide Indemnitee with specific contractual
        assurance that the protection promised by the Articles of Association will
        be
        available to Indemnitee (regardless of, among other things, any amendment
        to or
        revocation or any change in the composition of the Company’s Board of Directors
        or the Company’s management or acquisition of the Company), the Company wishes
        to provide in this Agreement for the indemnification of and the advancing
        of
        expenses (whether partial or complete) to Indemnitee to the fullest extent
        permitted by law and as set forth in this Agreement.

       

      NOW,
        THEREFORE,
        in
        consideration of the foregoing premises and intending to be legally bound
        hereby, the parties hereto agree as follows:

       

      1. CERTAIN
        DEFINITIONS

      
        	 	
                1.1

              	
                Expenses:
                  includes reasonable costs of litigation, including attorney’s fees,
                  expended by the Indemnitee or for which the Indemnitee has been
                  charged by
                  a court. Expenses shall also include, without limitation and to
                  the
                  fullest extent permitted by applicable law, all expenses reasonably
                  incurred in defending any claim (including investigation and
                  pre-litigation negotiations) and any security or bond that the
                  Indemnitee
                  may be required to post in connection with an Indemnifiable Event
                  (as
                  defined below). 

              


      

      
        	 	
                1.2

              	
                Office
                  Holder:
                  as such term is defined in the Israeli Companies Law,
                  5759-1999.

              


      

      2. INDEMNIFICATION
        AND ADVANCEMENT OF EXPENSES

      
        	 	
                2.1

              	
                The
                  Company hereby undertakes to indemnify the Indemnitee to the fullest
                  extent permitted by applicable law, for any liability and Expense
                  that may
                  be imposed on Indemnitee, up to an aggregate of $4million, due
                  to an act
                  performed or failure to act by him in his capacity as an Office
                  Holder of
                  the Company or any subsidiary of the Company or any entity in which
                  Indemnitee serves as an Office Holder at the request of the Company
                  either
                  prior to or after the date hereof for (the following shall be hereinafter
                  referred to as “Indemnifiable
                  Events”):

              


      

      
         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

         

        
          	 	
                  2.1.1

                	
                  monetary
                    liability imposed on the
                    Indemnitee
                    in
                    favour of a third party in a judgment (which third parties include,
                    without limitation and to the fullest extent permitted by applicable
                    law,
                    any governmental entity), including a settlement or an arbitration
                    award
                    confirmed by a court, for an act that the
                    Indemnitee
                    performed by virtue of being an Office Holder of the Company;
                    and

                


        

      

      
        	 	
                2.1.2

              	
                reasonable
                  costs of litigation, including attorneys’ fees, expended by the
                  Indemnitee
                  or
                  for which the Indemnitee has been charged by a court, in an action
                  brought
                  against the Indemnitee by or on behalf of the Company or a third
                  party, or
                  in a criminal action in which the Indemnitee was found innocent,
                  or in a
                  criminal offence in which the Indemnitee was convicted and in which
                  a
                  proof of criminal intent is not required.


              


      

      
        	 	
                2.2.

              	
                The
                  indemnification undertaking made by the Company shall be only with
                  respect
                  to such events as are described in Schedule A attached hereto.
                  The maximum
                  amount payable by the Company under all indemnification agreements
                  with
                  all the non-Executive Directors of the Company shall not exceed
                  four
                  million dollars measured promptly after receipt by the Indemnitee
                  of
                  notice of the commencement of any action, suit or proceeding to
                  be made
                  against the Company. 

              


      

      
        	 	
                2.3

              	
                If
                  so requested by the Indemnitee, the Company shall advance an amount
                  (or
                  amounts) estimated by it to cover Indemnitee’s reasonable litigation
                  Expenses with respect to which the Indemnitee is entitled to be
                  indemnified under Sections 2.1 and 2.2
                  above.

              


      

      
        	 	
                2.4

              	
                The
                  Company’s obligation to indemnify the Indemnitee and advance Expenses in
                  accordance with this Agreement shall be for such period as the
                  Indemnitee
                  shall be subject to any possible claim or threatened, pending or
                  completed
                  action, suit or proceeding or any inquiry or investigation, whether
                  civil,
                  criminal or investigative, arising out of the Indemnitee’s service in the
                  foregoing positions, whether or not the Indemnitee is still serving
                  in
                  such positions.

              


      

       

      3. GENERAL
        LIMITATIONS ON INDEMNIFICATION

      If,
        when
        and to the extent that the Indemnitee would not be permitted to be so
        indemnified under applicable law, the Company shall be entitled to be reimbursed
        by the Indemnitee (who hereby agrees to reimburse the Company) for all such
        amounts theretofore paid (unless the Indemnitee has commenced legal proceedings
        in a court of competent jurisdiction to secure a determination that the
        Indemnitee should be indemnified under applicable law, in which event the
        Indemnitee shall not be required to so reimburse the Company until a final
        judicial determination is made with respect thereto as to which all rights
        of
        appeal therefrom have been exhausted or lapsed) and shall not be obligated
        to
        indemnify or advance any additional amounts to the Indemnitee (unless there
        has
        been a determination by a court or competent jurisdiction that the Indemnitee
        would be permitted to be so indemnified under this Agreement).

       

      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

       

      The
        Company undertakes that in the event of a Change in Control, the Company’s
        obligations under this Agreement shall continue to be in effect following
        such
        Change in Control, and the Company shall take all necessary actions to ensure
        that the party acquiring control of the Company shall independently undertake
        to
        continue in effect this Agreement, to maintain the provisions of the Articles
        of
        Association allowing indemnification and to indemnify Indemnitee in the event
        that the Company shall not have sufficient funds or otherwise shall not be
        able
        to fulfil its obligations hereunder.

       

      “Change
        of Control” means any merger or consolidation of the Company with or into
        another entity, other corporate reorganization, sale of control, or any
        transaction in which all or substantially all of the assets or shares of
        the
        Company are sold.

       

      4. NO
        WAIVER

       

      No
        waiver
        of any of the provisions of this Agreement shall be deemed or shall constitute
        a
        waiver of any other provisions hereof (whether or not similar) nor shall
        such
        waiver constitute a continuing waiver. Any waiver shall be in
        writing.

       

      5. SUBROGATION

       

      In
        the
        event of payment under this Agreement, the Company shall be subrogated to
        the
        extent of such payment to all of the rights of recovery of Indemnitee, who
        shall
        execute all papers required and shall do everything that may be necessary
        to
        secure such rights, including the execution of such documents necessary to
        enable the Company effectively to bring suit to enforce such
        rights.

      6. REIMBURSEMENT

       

      The
        Company shall not be liable under this Agreement to make any payment in
        connection with any claim made against the Indemnitee to the extent the
        Indemnitee has otherwise actually received payment (under any insurance policy
        or otherwise) of the amounts otherwise indemnifiable hereunder. Any amounts
        paid
        to the Indemnitee under such insurance policy or otherwise after the Company
        has
        indemnified the Indemnitee for such liability or Expense shall be repaid
        to the
        Company promptly upon receipt by Indemnitee.

       

      7. EFFECTIVENESS

       

      SUBJECT
        TO THE RECEIPT OF ALL THE REQUIRED APPROVALS IN ACCORDANCE WITH THE ISRAELI
        LAW,
        INCLUDING THE APPROVALS OF THE BOARD OF DIRECTORS AND THE SHAREHOLDERS OF
        THE
        COMPANY, THIS AGREEMENT SHALL BE IN FULL FORCE AND EFFECT AS OF THE DATE
        HEREOF.

      


      
        
          
          

        

        
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      8. NOTIFICATION
        AND DEFENSE OF CLAIM

       

      Promptly
        after receipt by the Indemnitee of notice of the commencement of any action,
        suit or proceeding, the Indemnitee will, if a claim in respect thereof is
        to be
        made against the Company under this Agreement, notify the Company of the
        commencement hereof; but the omission so to notify the Company will not relieve
        the Company from any liability which it may have to the Indemnitee otherwise
        than under this Agreement. With respect to any such action, suit or proceeding
        as to which the Indemnitee notifies the Company of the commencement thereof
        and
        without derogating from Section 2.1:

       

      The
        Company will be entitled to participate therein at its own expense;


       

      
        	 	
                8.1

              	
                To
                  the extent that it may wish, the Company jointly with any other
                  indemnifying party similarly notified will be entitled to assume
                  the
                  defence thereof, with counsel reasonably satisfactory to the Indemnitee,
                  provided, however, that the Company will not be entitled to do
                  so if
                  Indemnitee shall have reasonably concluded that there may be a
                  conflict of
                  interest between the Company and the Indemnitee in the conduct
                  of the
                  defence of such action. 

              


      

      
        	 	
                8.2

              	
                The
                  Indemnitee shall have the right to employ his or her own counsel
                  in such
                  action, suit or proceeding at the expense of the
                  Company.

              


      

      
        	 	
                8.3

              	
                The
                  Company shall not be liable to indemnify the Indemnitee under this
                  Agreement for any amounts paid in settlement of any action or claim
                  effected without its prior written consent - not to be unreasonably
                  withheld. The Company shall not settle any action or claim in any
                  manner
                  that would impose any penalty, liability or limitation on the Indemnitee
                  without the Indemnitee’s prior written consent. Neither the Company nor
                  the Indemnitee will unreasonably withhold their consent to any
                  proposed
                  settlement.

              


      

       

      9. EXCULPATION

       

      The
        Company hereby exempts the Indemnitee, to the fullest extent permitted by
        law,
        from any liability for damages caused as a result of the Indemnitee’s breach of
        the duty of care to the Company, provided that the Indemnitee shall not be
        exempt with respect to any action or omission as to which, under applicable
        law,
        the Company is not entitled to exculpate the Indemnitee.

       

      10. NON-EXCLUSIVITY

       

      The
        rights of the Indemnitee hereunder shall not be deemed exclusive of any other
        rights the Indemnitee may have under the Company’s Articles of Association or
        applicable law or otherwise, and to the extent that during the indemnification
        period the rights of the then existing Office Holders are more favourable
        to
        such Office Holders than the rights provided thereunder or under this Agreement
        to the Indemnitee, the Indemnitee shall be entitled to the full benefits
        of such
        more favourable rights.

      


      
        
          
          

        

        
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      11. BINDING
        EFFECT

       

      This
        Agreement shall be binding upon and inure to the benefit of and be enforceable
        by the parties hereto and their respective successors, assigns, including
        any
        direct or indirect successor by purchase, merger, consolidation or otherwise
        to
        all or substantially all of the business or assets of the Company, spouses,
        heirs and personal and legal representatives. This Agreement shall continue
        in
        effect regardless of whether Indemnitee continues to serve as an Office Holder
        of the Company or of any other enterprise at the Company’s request, provided
        that the claim for indemnification relates to an Indemnifiable
        Event.

       

      12. SEVERABILITY

       

      The
        provisions of this Agreement shall be severable in the event that any provision
        hereof (including any provision within a single section, paragraph or sentence)
        is held by a court of competent jurisdiction to be invalid, void or otherwise
        unenforceable, and the remaining provisions shall remain enforceable to the
        fullest extent permitted by law.

       

      13. GOVERNING
        LAW

       

      This
        Agreement shall be governed by and construed and enforced in accordance with
        the
        laws of the State of Israel. 

       

      14. ENTIRE
        AGREEMENT AND TERMINATION

       

      This
        Agreement represents the entire agreement between the parties and supersedes
        any
        other agreements, contracts or understandings between the parties, whether
        written or oral, with respect to the subject matter of this Agreement. No
        supplement, modification, amendment, termination or cancellation of this
        Agreement shall be effective unless in writing and signed by both parties
        hereto.

      


      


      
        	
                XTL
                  Biopharmaceuticals Ltd.

                 

                Name:
                  _________________________________

                 

                Date:
                  _________________________________

                 

                Signature:
                  ______________________________

              	
                Non-Executive
                  Director

                 

                Name:
                  _________________________________

                 

                Date:
                  __________________________________

                 

                Signature:
                  ______________________________

              


      

       

      
        
          
          

        

        
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      Schedule
        A

      


      
        	
                1. 

              	
                Negotiations,
                  execution, delivery and performance of agreements on behalf of
                  the
                  Company

              
	
                2. 

              	
                Anti-competitive
                  acts and acts of commercial wrongdoing

              
	
                3. 

              	
                Acts
                  in regard to invasion of privacy including with respect to databases
                  and
                  acts in regard of slander

              
	
                4. 

              	
                Acts
                  in regard to copyrights, patents, designs and any other intellectual
                  property rights, and acts in regard to defects in the Company’s products
                  or services

              
	
                5. 

              	
                Approval
                  of corporate actions including the approval of the acts of the
                  Company’s
                  management, their guidance and their supervision

              
	
                6. 

              	
                Claims
                  of failure to exercise business judgment and a reasonable level
                  of
                  proficiency, expertise and care in regard to the Company’s business
                  

              
	
                7. 

              	
                Claims
                  relating to the offering of securities, claims relating to violations
                  of
                  securities laws of any jurisdiction and claims arising out of the
                  Company’s status as a publicly-traded company, including, without
                  limitation, fraudulent disclosure claims, failure to comply with
                  SEC
                  disclosure rules and other claims relating to relationships with
                  investors
                  and the investment community

              
	
                8. 

              	
                Violations
                  of securities laws of any jurisdiction, including without limitation,
                  fraudulent disclosure claims and other claims relating to relationships
                  with investors and the investment community

              
	
                9. 

              	
                Violations
                  of laws requiring the Company to obtain regulatory and governmental
                  licenses, permits and authorizations in any
                  jurisdiction

              
	
                10. 

              	
                Claims
                  in connection with publishing or providing any information, including
                  any
                  filings with governmental authorities, on behalf of the Company
                  in the
                  circumstances required under applicable laws

              
	
                11. 

              	
                Violations
                  of any law or regulation governing domestic and international
                  telecommunications in any
                  jurisdiction

              


      

      


      
        
          
          

        

        
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