Exhibit
        4.21

      

      Private
        & Confidential

       

      August
        1,
        2005

       

       

      Dear
        XXX,

       

      
        	1.  	
                This
                  letter records the terms on which you are invited to serve as a
                  non-Executive director of XTL Biopharmaceuticals Ltd (the "Company").

              


      

       

      
        	2.  	
                Your
                  appointment is to continue unless 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 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);

              


      

       

      
        	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 Israeli Companies
                  Act -
                  1999 (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 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 each
                  individual meeting of the Board of Directors of the Company whether
                  you
                  attend in person or by telephone, and a fee of US$500 for each
                  meeting of
                  a Board Committee, which you attend in your capacity as a non-Executive
                  Director (whether in person or by telephone). Such additional fees
                  incurred will be paid in accordance with the payment terms relating
                  to the
                  annual fee, above. In addition the Company shall reimburse you
                  for any
                  reasonable out of pocket expenses due to your position as a non-Executive
                  Director of the Company.

              


      

       

      
        
          
          

        

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

          

          
            

          

        

        

      

      
        	4.  	
                You
                  will be granted 2,000,000 Options to purchase Ordinary Shares,
                  of nominal
                  value NIS 0.02 each of the Company (the “Shares”) having an exercise price
                  equal to $____ (£0.20) per share. The options shall be exercisable for a
                  period of five (5) years from the date of issuance at the Extraordinary
                  Shareholders Meeting on 1 August 2005. The Options will be granted
                  in
                  accordance with the terms and conditions governing the Company's
                  2001
                  Stock Option Plan (the "Plan") and will be subject to the terms
                  and
                  conditions thereof; provided, however, that if any provisions hereunder
                  are inconsistent with the terms and conditions of the Plan, the
                  terms
                  hereunder shall control. In accordance with the Plan, should any
                  change be
                  made to the Ordinary Shares by reason of any stock split, stock
                  dividend,
                  extraordinary cash dividend, recapitalisation, combination of shares,
                  exchange of shares or other change affecting the outstanding Ordinary
                  Shares as a class without the Company's receipt of consideration,
                  appropriate adjustments shall be made to (A) the total number and/or
                  class
                  of securities subject to such options and (B) the Exercise Price
                  in order
                  to reflect such change and thereby preclude a dilution or enlargement
                  under such options. 

              


      

       

      The
        Options granted to you shall vest as follows: (a) 1/3 of the Options shall
        vest
        and be exercisable upon the Company achieving a total market capitalization
        on a
        fully diluted basis of more than US$150 million, as determined utilizing
        the
        Market Capitalization Formula (defined below); (b) 1/3 of the Options shall
        vest
        and be exercisable upon the Company achieving a total market capitalization
        on a
        fully diluted basis of more than US$250 million, as determined utilizing
        the
        Market Capitalization Formula; and (c) 1/3 of the Options shall vest and
        be
        exercisable upon the Company achieving a total market capitalization on a
        fully
        diluted basis of more than US$350 million, as determined utilizing the Market
        Capitalization Formula, provided that at each such vesting the Grantees is
        still
        a Director of the Company.

       

      The
        Company shall use best efforts to cause all of the shares underlying such
        Options to be fully registered and freely tradable, including for resale
        without
        any limitations or restrictions, provided, however, that while you are a
        Director of the Company, you shall agree to abide by the trading restrictions
        that may be imposed upon Directors from time to time pursuant to any laws,
        statutes, rules or regulations to which the shares underlying the Options
        may be
        subject from time to time.

       

      The
        “Market Capitalization Formula” shall be calculated as follows: the fully
        diluted shares (including shares attributable to all options, warrants, other
        purchase rights and convertible securities, which are in the money and including
        shares held by affiliates (collectively "market capitalization shares"))
        multiplied by the three (3) consecutive trading day average of the closing
        price
        of the Ordinary Shares as reported by Nasdaq (or such other exchange as such
        shares are then listed or in the good-faith determination of the board, if
        not
        then listed or quoted) plus long-term debt (as of any date) minus Working
        Capital (as defined below) and minus the aggregate exercise price of all
        options
        and warrants included in the market capitalization shares. The term “Working
        Capital” shall mean as of any date, (1) the current assets plus investment
        securities or cash equivalents thereof or similar assets that have maturities
        in
        excess of 12 months, minus (2) current liabilities.

       

      
        
          
          

        

        
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        	5.  	
                In
                  the event of termination of this appointment (otherwise than on
                  termination in accordance with paragraphs 2(a) 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.

              


      

       

      
        	6.  	
                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.

              


      

       

      
        	7.  	
                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).
                  

              


      

       

      
        	8.  	
                Both
                  during the term of your appointment and for three years after its
                  termination you will observe the obligations of confidentiality,
                  which are
                  attendant on the office 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.

              


      

       

      
        	9.  	
                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.

              


      

       

      
        	10.  	
                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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