Exhibit
      4.22

    
      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 reimburses you for any reasonable out-of-pocket
                expenses. 

            


    

     

    
      
        
        

      

      
        
          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 60,000 options with an exercise price per each option
                equal to the average price per share, as derived from the Daily Official
                List of the London Stock Exchange, in the three (3) days preceding
                the
                Extraordinary General Meeting and all such options shall be issued
                in
                accordance with the Stock Option Plan 2001 and shall vest over three
                (3)
                years so that upon the first, second and third anniversary of the
                Extraordinary General Meeting, they each shall be entitled to exercise
                1/3
                (one third) of the Options granted, provided that during such time
                you are
                still members of the Board; 

            


    

     

    Grant
      of
      annual options to you, on the first, second and third anniversary of the date
      of
      the Extraordinary General Meeting, August 1, 2005, so long as you are still
      members of the Board of Directors of XTLbio, of 20,000 Ordinary Shares per
      year
      (total of 60,000 options each) at an exercise price equal to the then current
      closing price of the securities of the Company as reported by the Nasdaq Stock
      Market (or such other exchange as such shares are then listed or in the
      good-faith determination of the Board of Directors, if not then listed or
      quoted), which options shall be exercisable for a period of ten (10) years
      from
      the date of issuance. Each annual option grant shall vest from the date of
      its
      allocation in 12 equal quarterly instalments over a 3-year period. 

     

    
      	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