Exhibit
      4.19

    EMPLOYMENT
      AGREEMENT

     

    This
      Employment Agreement is effective as of May 1, 1994, by and between XENOGRAFT
      TECHNOLOGIES, LTD., an Israeli company of P.O. Box 370, Rehovot, Israel (the
      "Company"), and Shlomo Dagan, an individual who currently resides at Bustanai
      12, Rehovot (the "Employee") .

     

    WITNESSETH

     

    WHEREAS,
      the Company desires to employ the Employee as its Chief Immunologist, and the
      Employee desires to be employed by the Company as its Chief Immunologist, 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:

     

     

    1. EMPLOYMENT:
      DUTIES

     

    (a) The
      Company hereby employs the Employee, and the Employee hereby accepts employment,
      as the Chief Immunologist of the Company on the terms and conditions set forth
      below.

     

    (b) The
      Employee shall be responsible for, and shall supervise and manage, all the
      research and development activities performed at the Facilities of the Company,
      as well as such activities as are performed on behalf of the Company through
      its
      Sponsored Research agreements. 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 Employee's background, education and
      professional standing or as are requested of the Employee by the General Manager
      for Israeli Operations and/or the President 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 General Manager of Israeli Operations
      of
      the Company.

     

    (c) The
      Employee shall perform his duties hereunder at the Company's facilities in
      Israel, provided, however, that Employee acknowledges and agrees that the
      performance of his duties hereunder may require significant domestic and
      international travel.

     

    (d) Subject
      to the provisions of Section 1(e), the Employee shall devote essentially all
      of
      his business time, attention and efforts to the performance of his duties and
      the business and affairs of the Company. Subject to the provisions of Section
      1(e) , the Employee shall not during the term of this Agreement be engaged
      (whether or not during normal business hours) in any other business or
      professional activity whether or not such activity is pursued for gain, profit
      or other pecuniary advantage.

     

    (e) The
      provisions of Section 1(d) notwithstanding, (i) the Employee shall not be
      prevented from purchasing securities in any corporation which does not compete
      with the Company and whose securities are publicly traded, provided that such
      purchases shall not result in his collectively owning beneficially at any time
      five percent or more of the equity securities of any such corporation; and
      (ii)
      the Employee shall not be prevented from participating in conferences, preparing
      or publishing papers or books or teaching, with the prior approval of the
      Company's General Manager for Israeli Operations.

     

    
      
        
        

      

      
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    2.
       TERM

     

    During
      the six months period following the date hereof (the "Trial Period"), each
      of
      the Company and the Employee may terminate this Agreement at.
      any time
      by giving the other party hereto a notice at least two months prior to the
      date
      of termination of employment. If neither party hereto terminates this Agreement
      prior to the termination of the Trial Period then, subject to the rights of
      the
      parties to terminate this Agreement pursuant to Section 7 hereof, the term
      of
      the Employee's employment with the Company (the "Initial Term") shall continue
      through the second anniversary of the date of the expiration of the Trial
      Period. The Company will notify the Employee, no later than three months prior
      to the expiration of the Initial Term, if the Company has then determined not
      to
      renew this Agreement upon its expiration. Upon expiration of the Initial Term,
      the term of this Agreement will thereafter be automatically renewed for
      successive two-year terms unless either the Company or Employee notifies the
      other in writing, no later than three months prior to the expiration of any
      such
      two-year renewal term, of the termination of Employee's employment hereunder.
      Any renewals of this Agreement will be subject to renegotiation between the
      parties.

     

    3. COMPENSATION
      AND BENEFITS

     

    (a)
      As
      compensation for the performance of his duties on behalf of the Company, the
      Employee shall be compensated as follows:

     

    (i) Annual
      Salary.
      The
      Company shall pay the Employee an annual salary ("Salary") in NIS at a rate
      initially equivalent to $57,000 per year during his employment with the Company.
      The Salary shall be paid in monthly installments not later than the third day
      of
      each month with respect to the preceding month, in accordance with the Company's
      payroll practices in Israel. Each monthly installment of the Salary will be
      indexed to the Israeli Consumer Price Index as published on or about the 15th
      day of the month for which the payment is being made; the basic Consumer Price
      Index for purposes of this Agreement being the one published on or about May
      15,
      1994. The
      indexation of the Salary to the Israeli Consumer Price Index is in lieu of
      any
      "Tosefet Yoker" or other mandatory or statutorily 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
      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, to
      be
      divided as follows: 81/3%
      toward Severance; 5% toward Compensation; and 21/2%
      toward "Shalva" (or comparable loss of working capacity) insurance. In addition,
      at the beginning of each month the Company shall deduct from the Salary of
      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.

     

    (iii) Keren
      Hishtalmut Fund.
      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
      amount equal to 71/2%
      of
      Employee's monthly Salary for the preceding month to a Keren Hishtalmut Fund
      designated by the Employee (the "Fund"), and shall deduct from the Salary of
      Employee an amount equal to 21/2%
      of the
      Employee's monthly Salary for the preceding month and pay the same to the
      Fund.

     

    
      
        
        

      

      
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    (iv) Stock
      Options.
      The
      Company shall grant the Employee options to purchase 25,000 shares of Class
      A
      Common Stock of the Company at an exercise price of $0.10 per share. Such
      options shall vest and become exercisable as to 50% (12,500 shares) on the
      second anniversary of the effective date of this Agreement, 25% (6,250 shares)
      on the third anniversary of the effective date of this Agreement and 25% (6,250
      shares) on the fourth anniversary of the effective date of this Agreement.
      The
      grant of such options and the terms and conditions applicable thereto (including
      the exercise price of such options), are subject to (i) the adoption of an
      employee stock option plan by the Company's Board of Directors, (ii) approval
      by
      the Company's Board of Directors, and (iii) such other terms and conditions
      as
      may be set forth in a stock option agreement approved by the Company's Board
      of
      Directors and signed by Employee. All tax consequences resulting from the grant,
      vesting or exercise of options to or by the Employee shall be his sole and
      exclusive responsibility.

     

    (v) Vacation.
      The
      Employee shall be entitled to fifteen (15) business days of paid vacation
      annually during the term of this Agreement (prorated for any partial calendar
      year during which he is employed hereunder).

     

    The
      Company shall withhold all applicable taxes, insurance payments and such other
      amounts as may be required by law or agreed upon by the parties with respect
      to
      the compensation payable to the Employee pursuant to this
      Agreement.

     

    (b) The
      Company shall pay or reimburse Employee for all normal, usual and necessary
      expenses incurred or paid by Employee in the performance of his duties
      hereunder, against receipt by the Company of appropriate vouchers, receipts
      or
      other proof of Employee's expenditures and otherwise in accordance with such
      Expense Reimbursement Policy as may from time to time be adopted by the Board
      of
      Directors of the Company.

     

    4. REPRESENTATIONS
      AND WARRANTIES BY THE EMPLOYEE

     

     

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

     

    (a) 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
      statute, law, determination or award, or conflict with or constitute a default
      under (whether immediately, upon the giving of notice or lapse of time or both)
      any prior employment agreement, contract, or other instrument to which the
      Employee is a party or by which he is bound.

     

    (b) 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 legal, valid and binding obligation of the Employee
      enforceable against him in accordance with its terms. 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.

     

    
      
        
        

      

      
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    5.
       NON-COMPETITION

     

    (a) The
      Employee understands and recognizes that his services to the Company are special
      and unique and agrees that, during the term of this Agreement and for a period
      of two (2) years from the date of termination of his employment hereunder,
      he
      shall not in any manner, directly or indirectly, on behalf of himself or any
      person, firm, partnership, joint venture, corporation or other business entity
      ("Person"), enter into or engage in any business competitive with the Company's
      business in the field of in
      vivo
      production of human monoclonal antibodies and/or chimeric animal models of
      human
      diseases, and/or any business which the Company may enter into or contemplate
      entering into during Employee's employment hereunder, either as an individual
      for his own account, or as an employee, partner, joint venturer, executive,
      agent, consultant, salesperson, officer, director or shareholder of a Person;
      provided, however, that nothing herein will preclude the Employee from holding
      up to five percent (5%) of the stock of any publicly traded company which is
      not
      a competitor of the Company.

     

    (b) For
      a
      period of two years after the termination of this Agreement, the Employee shall
      not interfere with or disrupt or attempt to disrupt the Company's business
      relationship with any of its customers, or solicit any of the employees of
      the
      Company.

     

    (c) In
      the
      event that the Employee breaches any provisions of this Section 5 or there
      is a
      threatened breach, then, in addition to any other rights which the Company
      may
      have, the Company shall be entitled, without the posting of a bond or other
      security, to injunctive relief to enforce the restrictions contained herein.
      In
      the event that an actual proceeding is brought in equity to enforce the
      provisions of this Section 5, the Employee shall not urge as a defense that
      there is an adequate remedy at law nor shall the Company be prevented from
      seeking any other remedies which may be available.

     

    6. CONFIDENTIAL
      INFORMATION

     

    (a) The
      Employee agrees that during the course of his employment or at any time after
      termination, he will not disclose or make accessible to any other Person, any
      information of, or pertaining to, the Company which is, by its nature,
      confidential, including, without limitation, 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 (collectively, "Confidential Information") of the Company
      or any of its clients, except to the extent required to carry out his
      responsibilities to the Company: The Employee agrees: (i) not to use any such
      information, directly or indirectly, for himself or others; and (ii) not to
      take
      any such material or reproductions thereof from the Company's facilities at
      any
      time during his employment by the Company except as required in connection
      with
      the Employee's duties to the Company. The Employee agrees to return all such
      material and reproductions thereof (whether or not merged with other works)
      in
      his possession to the Company promptly upon request and in any event immediately
      upon termination of employment.

     

    (b) Except
      with prior written authorization by the Company, the Employee agrees not to
      disclose or publish any of the Confidential Information or material of the
      Company, its clients or any other party to whom the Company owes an obligation
      of confidence, at any time during or after his employment with the
      company.

     

    
      
        
        

      

      
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    (c) The
      Employee hereby assigns to the Company all right, title and interest he may
      have
      or acquire in all inventions (including patent rights) developed by the Employee
      during his employment by the Company ("Inventions") and agrees that all
      Inventions shall be the sole property of the Company and its assigns, and the
      Company and its assigns shall be the sole owner of all patents, copyrights
      and
      other rights in connection therewith. Employee further agrees to assist the
      Company in every proper way (but at the Company's expense) to obtain and from
      time to time enforce patents, copyrights or other rights on said Inventions
      in
      any and all countries.

     

    7.
       TERMINATION

     

    The
      Employee's employment hereunder shall commence on the effective date of this
      Agreement, and shall continue for the period set forth in Section 2 hereof
      unless sooner terminated either during, or immediately after, the Trial Period,
      or upon the first to occur of the following events:

     

    (a) The
      death
      or disability of the Employee (for purposes of this Section 7, "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 or 120 days in any 12-month period);

     

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

     

    (i) Material
      breach by the Employee of Section 5 or Section 6 of this Agreement;

     

    (ii) Material
      breach by the Employee of any provision of this Agreement other than Section
      5
      or Section 6 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; or

     

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

     

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

     

    (i) 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; 

     

    (ii) Any
      action by the Company to intentionally harm the Employee;

     

    or

    (iii) Requirement
      by the Company that Employee relocate to a business location outside of the
      State of Israel.

     

    
      
        
        

      

      
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    8.
       NOTICES

     

    Any
      notice or other communication under this Agreement shall be in writing and
      shall
      be deemed to have been given: when delivered personally against receipt therefor
      or by facsimile when followed by a hard copy thereof; or three (3) days after
      being mailed registered or certified mail, postage prepaid, return receipt
      requested, to either party at the address set forth above, or to such other
      address as such party shall give by notice hereunder to the other
      party.

     

    9. SEVERABILITY
      OF PROVISIONS

     

    If
      any
      provision of this Agreement shall be declared by a court of competent
      jurisdiction to be invalid, illegal or incapable of being enforced in whole
      or
      in part, the remaining conditions and provisions or portions thereof shall
      nevertheless remain in full force and effect and enforceable, and no provision
      shall be deemed dependent upon any other covenant or provision unless so
      expressed herein.

     

    10. ENTIRE
      AGREEMENT: NO PRIOR AGREEMENT: MODIFICATION

     

    This
      Agreement contains the entire agreement of the parties relating to the subject
      matter hereof, and the parties hereto have made no agreements, representations
      or warranties relating to the subject matter of this Agreement which are not
      set
      forth herein. No modification of this Agreement shall be valid unless made
      in
      writing and signed by the parties hereto.

     

    11. 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.

     

    12.
       NONWAIVER

     

    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.

     

    13. GOVERNING
      LAW

     

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

     

    14.
       HEADINGS

     

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

     

    
      
        
        

      

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

    
       

      
        	
                Dated:
                  ___________________   

                 

              	
                By:
                  /s/ Shlomo
                  Dagan              
                  

                      
                  Shlomo Dagan

                 

              
	
                Dated:
                  ___________________

                 

              	
                By:
                  /s/ XTL Biopharmaceuticals Ltd.

                      
                  XTL Biopharmaceuticals Ltd.

                 

              


      

       

    

    
      
        
        

      

      
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