Confidential
      Treatment Requested. Confidential portions of this documents have been redacted
      and separately filed with the Commission.

    


    *****
      Confidential material redacted and filed separately with the
      Commission.

    


    Date:
      January 25, 1998

    


    Yeda
      Research and Development Co. Ltd. Rehovot

    


    Dear
      Sirs,

    


    Re:
       Amendment
      No. 2 to Research and Licence Agreement dated April 7,
      1983 
(“the
      Agreement”) as amended on August 31, 1885, “Amendment No. 1”)
       

    


    We
      set
      out below the amendments to the Agreement (as already amended by Amendment
      No.
      1) and to Amendment No. 1 agreed between Yeda Research and Development Co.
      Ltd.
      (“Yeda”)
      and
      XTL Biopharmaceuticals, Ltd. (“the
      Corporation”)
      following discussions between the parties conducted at the Corporation’s
      request:

    


    
      	1.	
              Clause
                13(b)(i) of the Agreement shall be and is hereby replaced by the
                following:

            


    

     

    
      
        	"(i)	(A)	
                     
                  Yeda
                  may terminate this Agreement by giving written notice to that effect
                  to
                  the Corporation if the aggregate of the royalties due to Yeda (x)
                  under
                  Paragraph 2.1.1 of - the letter agreement between the parties dated
                  August
                  31, 1995 (and amended on January 25, 1998) amending this Agreement
                  (hereinafter ‘the
                  Amendment’)
                  and (y) under Paragraph 2.1.2 of the Amendment on Third Party Sales
                  Receipts (as such expression is defined below), (hereinafter collectively
                  ‘Product
                  Sale Royalties’)
                  and actually paid to Yeda on due date in respect of
                  the
                  ***** of the term of the Licence shall be less than ***** United
                  States
                  Dollars) (hereinafter in this subparagraph (A) ‘the
                  Default Year’),
                  UNLESS
                  the Corporation shall have proved to Yeda’s reasonable satisfaction within
                  ***** that the Corporation
                  and/or Collaboration Partners (as such expression is defined below)
                  have
                  spent at least ***** in the Default Year in funding the cost of
                  the
                  activities described in Clause 8(b) above (hereinafter ‘Development
                  Activities’)
                  towards commercialisation of pharmaceutical products in respect
                  of the
                  sale of which Yeda is entitled to royalties under.
                  Paragraph 2.1.1 of Amendment No. 1 and/or on the sale of which
                  there have
                  been calculated Third Party Sale Receipts (hereinafter collectively
                  ‘Yeda
                  Royalty Bearing Products’).
                  Yeda shall give. any such notice of termination within *****
                  days of the end of the Default
                  Year.

              


      

    

    


    ‘Collaboration
      Partner’
      shall
      mean an entity providing funding for the said Development Activities to the
      Corporation or on its behalf pursuant to an agreement between the Corporation
      and such entity whereby a sublicence has been granted to such entity with Yeda’s
      consent in accordance with Paragraph 7(c) above. ‘Third
      Party Sale Receipts’ shall
      mean amounts received by XTL from third- parties on which Yeda is entitled
      to a
      royalty pursuant to Paragraph 2.1.2 of the Amendment and which are calculated
      on
      sales of pharmaceutical products by such
      third
      parties;

    


    
      	 	
              (B)

            	
              If
                the aggregate payment due to Yeda on Product Sale Royalties and actually
                made to Yeda in respect of the *****
                of
                the term of the Licence shall be less than *****
                United States Dollars) (hereinafter in this Subparagraph (B) ‘the
                Default Year’),
                the Corporation shall pay Yeda within 30 (thirty) days of the end
                of the
                Default Year, the amount by which the Product Sale Royalties actually
                paid
                to Yeda in respect of the Default Year shall be less than *****
                (hereinafter in this subparagraph (B) ‘the
                Shortfall Amount’).
                Payment of the Shortfall Amount (except to the extent that, it represents
                payments due and payable to Yeda in respect of the Product Sale Royalties
                other than pursuant to this subparagraph (B)) shall be fully credited
                against future Product Sale Royalties becoming due to Yeda but shall
                not
                be refundable in any event.

            


    

    


    
      
         

      

      
         

        
          

        

      

      
        *****
          Confidential material redacted and filed separately with the
          Commission.


      

       

      It
        is
        agreed, without, derogating from Yeda's rights to other or additional relief
        and
        remedies, including the right to sue for the Shortfall Amount, that failure
        to
        make the Shortfall Payment as aforesaid shall entitle Yeda to terminate this
        Agreement by giving written notice of termination to the Corporation within
        *****
        of the
        end of the Default Year.

    

    


    
      	 	
              (C)
                

            	
              If
                the aggregate payment due to Yeda as Product Sale Royalties and actually
                paid to Yeda in respect of the
                *****
                year of
                the
                term of the Licence shall be less than US *****
                US
                Dollars) (hereinafter in this subparagraph (C) ‘the
                Default Year’),
                Yeda
                shall be entitled to, terminate the Agreement by service of written
                notice
                to that effect on the Corporation, unless (x) the Corporation shall
                pay
                Yeda by no later than ***** from the end of the Default Year, the
                amount
                by which the Product Sale Royalties actually paid to Yeda in respect
                of
                such year shall be less than US $***** (hereafter in this subparagraph
                (C)
                ‘the
                Shortfall Amount’)
                and (y)
                sales
                of Yeda Royalty Bearing Products shall have commenced before or during
                that year or the Corporation shall have demonstrated to Yeda’s reasonable
                satisfaction that regulatory approval for sale of a Yeda Royalty
                Bearing
                Product in
                the
                US or a major European country has
                been
                requested before or during the said year and that the Corporation
                has
                taken every reasonable, lawful action possible in that year to expedite
                grant of such approval. Payment of the Shortfall Amount (except to
                the
                extent that it represents payments due and payable to Yeda in respect
                of
                Product Sales Royalties other than pursuant to this subparagraph
                (C))
                shall be fully credited against future Product Sale Royalties becoming
                due
                to Yeda but shall not be refundable in any event. Yeda shall give
                any such
                notice of termination within ***** days of
                the end of the Default Year.

            


    

    


    
      	
            	(D)	
              If
                the aggregate payment due to Yeda as Product Sale Royalties and actually
                paid to Yeda on due date in respect of the *****
                shall be less than US *****
                US
                Dollars) (hereinafter in this subparagraph (D) ‘the
                Default Year’),
                Yeda shall be entitled to terminate the Agreement by service of written
                notice to that effect on the Corporation within *****
                days of the end of the Default
                Year.

            


    

    


    
      	(E)         
               	
              If
                commercial exercise of the Licence by way of sale of Yeda Royalty
                Bearing
                Products, once commenced, shall cease thereafter for a period of
                *****
                consecutive months or more, Yeda shall be entitled to terminate the
                Agreement by service of written notice to that effect on the Corporation
                within 60 days of the end of such period and, unless sales of Yeda
                Royalty
                Bearing Products shall have been renewed in the meantime, also at
                any time
                thereafter, provided,
                however, in the event Yeda desires to terminate the Agreement after
                such
                *****
                period, Yeda shall give the Corporation written notice at least
                *****
                days in advance of the desired date of
                termination.

            


    

    


    
      	(F)         
               	
              Nothing
                in this Clause 13(b)(i) above shall be deemed to justify failure
                to make
                any payment due and payable to Yeda under any of the provisions of
                this
                Agreement other than under this Clause 13(b)(i) above or to derogate
                from
                Yeda's rights with respect to such failure pursuant to Clause 13(b)(ii)
                below or otherwise."

            


    

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    
      *****
        Confidential material redacted and filed separately with the
        Commission.

    

     

    
      	
              2.
                

            	
              The
                following provision shall be added as Clause 13(b)(vii) to the
                Agreement:

            


    

    


    "For
      the
      removal of doubt, the parties record that the effective commencement date of
      the
      Licence shall be deemed to be April 7, 1993 and the years of the Licence term
      shall be determined accordingly."

    


    
      	
              3.

            	
              Amendment
                No. 1 is hereby amended as shown in the restated version thereof
                attached
                hereto as Appendix
                A.

            


    

     

    
      	4.	
              Yeda
                acknowledges that the Corporation has made the payments and provided
                the
                guarantee referred 
                to
                in Paragraphs 3.2 and 3.3 of Amendment No.
                1.

            


    

     

    
      	
              5.

            	
              The
                Agreement (including Amendment No. 1) continues in full force as
                amended
                above.

            


    

    


    Please
      confirm your agreement to
      the
      amendments provided hereinbefore, whereupon they shall become
      effective.

    


    Yours
      sincerely,

    


    Martin
      Backer, Ph.D. 

    President
      and CEO

    XTL
      Biopharmaceuticals Ltd.

    


    Agreed

    YEDA
      RESEARCH AND DEVELOPMENT CO. LTD.


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    *****
      Confidential material redacted and filed
      separately with the Commission.

    
 

    Appendix
      A

    


    XTL
      BIOPHARMACEUTICALS LTD.

    


    Restated
      version effective as of January 25, 1998, (replacing original version dated
      August 31, 1995 of Amendment No. 1 to Research and

    Licence
      Agreement between Yeda Research and Development Co Ltd and XTL
      Biopharmaceuticals Ltd (previously Xenograft Technologies
      Ltd))

    


    
      	
              To:
                

            	
              Yeda
                Research and Development Company
                Ltd.

            


    

    PO
      Box 95


    Rehovot
      76100

    


    Dear
      Sirs,

    


    Re:
      Amendment
      of Research and License Agreement

    


    This
      letter, when counter-signed by an authorized representative of Yeda Research
      and
      Development Ltd. (“Yeda”) will constitute an agreement between Yeda and XTL
      Biopharmaceuticals Ltd. (formerly named Xenograft Technologies
      Ltd.-“XTL”)
      to
      extend the period of research under the Research and License Agreement entered
      into by Yeda and XTL on April 7, 1993 (the “R&L
      Agreement”)
      and
      otherwise to amend the R&L Agreement, as hereinafter provided (unless
      otherwise herein defined, all
      capitalized
      terms appearing herein having the meanings ascribed to them in the R&L
      Agreement):

    


    1.
      General

    


    
      	1.1.  	
              XTL
                has advised Yeda that XTL contemplates promoting certain of its major
                activities by allowing third parties to develop and manufacture products
                using the results, including the products, obtained by
                XTL as a result, inter
                alia,
                of the exercise by it of the License granted by Yeda to XTL under
                the
                R&L Agreement and, subject to compliance with the provisions of the
                R&L Agreement (as herein amended), including those governing the grant
                of sublicences, Yeda has no objection
                thereto.

            


    

    


    
      	1.2.  	
              XTL
                wishes to modify and diversify the
                rates of royalties due to Yeda under the R&L Agreement as hereinafter
                provided and Yeda agrees thereto.

            


    

    


    2.
      Royalties

    


    
      	
              2.1.

            	
              Royalty
                Rates

            


    

    


    Instead
      of the royalties payable as specified in Clause 7(d)(ii) of the R&L
      Agreement, the royalties payable to Yeda by XTL in consideration of the Licence
      granted under the R&L Agreement, shall be as follows:

    


    
      	
              2.1.1.

            	
              *****
                percent) of Net Sales (as hereinafter defined) from sales by XTL
                of
                pharmaceutical products developed and/or made under and/or using
                the
                Licensed Patents and/or the Licensed Technology. “Net
                Sales”
                as used herein shall have the meaning ascribed to the term in the
                R&L
                Agreement, references therein to “the
                Products”
                being read as references to the pharmaceutical products referred
                to
                hereinbefore.

            


    

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    *****
      Confidential material redacted and filed
      separately with the Commission.

     

    
      	
              2.1.2.

            	
              *****
                percent) of all amounts received by XTL from third parties (except
                the
                amounts governed by Section 2.1.4 below) under or pursuant to agreements
                allowing such third parties the use of results, including products,
                developed and/or made by XTL under and/or using the Licensed Patents
                and/or the Licensed Technology (including, without limitation, results
                obtained by XTL’s use of *****),
                provided
                that if XTL shall be obliged to pay a royalty of more than *****
                per cent) on any such amounts to a third party pursuant to a bona
                fide
                arms-length agreement with such third party (“a
                third party royalty”),
                then the rate of royalty payable to Yeda pursuant to this Section
                2.1.2 on
                amounts subject to a third party royalty shall be reduced by the
                percentage - up to a maximum of *****
                per cent) - by which the third party royalty rate *****
                cent), so that if, for example, the third party royalty rate is
                *****
                per cent) the rate of royalty payable to Yeda pursuant to this Section
                2.1.2 shall be *****
                per cent), and if, as a further example, the third party royalty
                rate is
                *****
                per cent), the rate of royalty payable to Yeda pursuant to this Section
                2.1.2 shall be reduced by *****
                (and not by *****)
                and shall be *****
                per cent).

            


    

    


    
      	2.1.3.      	
              *****
                percent) of all amounts received by XTL from a third party payable
                upon
                XTL reaching milestones specified in an agreement with such third
                party
                providing for performance of development activities by XTL for such
                third
                party under and/or using the Licensed Patents and/or the Licensed
                Technology.

            


    

    


    
      	2.1.4.   
                	
              *****
                percent) of all amounts received by XTL under or pursuant to agreements
                with third parties allowing such third parties to use outside XTL’s
                premises chimeric mammals or other animal models (collectively,
                “Models”)
                made and/or developed by XTL under and/or using the Licensed Patents
                and/or the Licensed Technology or allowing such third parties to
                produce
                Models under and/or using the Licensed Patents and/or the Licensed
                Technology.

            


    

    


    
      	2.1.5.   
                	
              *****
                percent) of all amounts received by XTL as a result of any activities
                under and/or using the Licensed Patents and/or the Licensed Technology
                (including the grant of sublicences to third parties to carry out
                activities under and/or using the Licensed Patents and/or the Licensed
                Technology), other than those specified in Sections 2.1.1, 2.1.2,
                2.1.3 or
                2.1.4 above. Where the amounts received by XTL are the result of
                activities not involving the grant of sublicences to third parties
                (“Direct
                Activities”)
                and are amounts received in a transaction other than at arms length,
                the
                royalty due to Yeda shall be calculated on the amount that would
                have been
                received by XTL in a transaction at arms
                length.

            


    

    


    
      	2.1.6.    
               	
              For
                the avoidance of doubt, it is expressly stated that royalties shall
                not be
                due pursuant to Sections 2.1.2. 2.1.4 or 2.1.5 above on funds received
                by
                XTL which are paid by a third party in order to cover, and are actually
                applied by XTL in covering, the cost of research and development
                by XTL
                for such third party of products generating any of the amounts in
                respect
                of which royalties are payable pursuant to Sections 2.1.2, 2.1.4
                or 2.1.5
                above.

            


    

    


    
      	2.1.7.    
               	
              For
                the avoidance of doubt, it is expressly stated, that nothing in this
                Section 2.1 above or elsewhere in this letter shall be deemed to
                derogate
                from the provisions of Clause 7(c) of the R&L Agreement governing the
                grant of sublicences.

            


    

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    *****
      Confidential material redacted and filed
      separately with the Commission.

     

    
      	
              2.2.

            	
              Payment
                of Royalties

            


    

    


    The
      provisions of Clause 7(d)(iii) of the R&L Agreement shall apply,
mutatis
      mutandis, to
      the
      royalties payable to Yeda pursuant to Section 2.1 above, references to
“Net
      Sales”
      in the
      said Clause 7(d)(iii) being deemed references to “Net
      Sales”
      as
      defined in Section 2.1.1 above for the purpose of that Section and to amounts
      received by XTL from Direct Activities (as defined in Section 2.1.5 above)
      and
      references to “Sublicensing Receipts” in Clause 7(d)(iii) being deemed
      references to amounts subject to royalty payment to Yeda pursuant to Sections
      2.1.2, 2.1.3, 2.1.4 or 2.1.5 above (not being amounts resulting from Direct
      Activities (as defined in Section 2.1.5 above)).

    


    
      	
              2.3.

            	
              For
                the avoidance of doubt, it is expressly stated that payment of royalties
                under the R&L Agreement shall continue as
                follows:

            


    

     

    
      	
              2.3.1.

            	
              Payment
                of royalties pursuant to Section 2.1.1 shall continue with respect
                to
                sales of any pharmaceutical product as
                follows:

            


    

    


    
      	 	
              (aa)
                

            	
              if
                the product sold is made and/or sold in a country where a Licensed
                Patent
                or Patents issue including claims covering, in whole or in part,
                such
                product or the manufacture thereof-then, (i) until the date of expiry
                of
                the last of the Licensed Patents covering such product in such country
                to
                expire, or (ii) until termination of the ***** commencing on the
                date of
                the first commercial sale of such product in such country, whichever
                is
                the longer period;

            


    

    


    
      	 	
              (bb)
                

            	
              on
                sales of a product made and sold in any other country, until the
                date of
                expiry of a period of ***** years commencing on the date of the first
                commercial sale of such product in such
                country.

            


    

    


    
      	2.3.2.  	
              Payment
                of royalties pursuant to Section 2.1.2 shall continue as
                follows:

            


    

    


    
      	 	
              (aa)

            	
              payment
                of royalties on amounts paid to XTL and attributable to activities
                of the
                paying third party under a Licensed Patent or Patents in a particular
                country shall continue (i) until the expiry of the last to expire
                of the
                said Licensed Patents, or (ii) until termination of the ***** period
                commencing on the first date on which XTL receives an amount relating
                to
                activities in such country on which a royalty is due to Yeda pursuant
                to
                Section 2.1.2, whichever is the longer
                period;

            


    

    


    
      	 	
              (bb)
                

            	
              payment
                of royalties on amounts paid to XTL and attributable to activities
                of the
                paying third party in a particular country in which there is no Licensed
                Patent shall continue until termination of the ***** commencing on
                the
                first date on which XTL receives an amount relating to activities
                in such
                country on which a royalty is due to Yeda pursuant to Section
                2.1.2;

            


    

    


    
      	 	
              (cc)
                

            	
              payment
                of royalties on amounts paid to XTL and not attributable to the paying
                third party’s activities in any particular country, shall continue until
                *****, whichever is the longer
                period.

            


    

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    *****
      Confidential material redacted and filed
      separately with the Commission.

     

    
      	
              2.3.3.

            	
              Payment
                of royalties pursuant to Section 2.1.3 shall continue as
                follows:

            


    

    


    
      	 	
              (aa)
                

            	
              payment
                of royalties on amounts paid to XTL and attributable to activities
                of XTL
                or of the paying third party under a Licensed Patent or Patents in
                a
                particular country shall
                continue *****,
                whichever is the longer period,

            


    

    


    
      	 	
              (bb)
                

            	
              payment
                of royalties on amounts paid to XTL and attributable to activities
                of XTL
                or the paying third party in a particular country in which there
                is no
                Licensed Patent shall continue until termination of the *****
                commencing on the date on which XTL first receives an amount relating
                to
                activities in such country on which a royalty is due to Yeda pursuant
                to
                Section 2.1.3;

            


    

    


    
      	 	
              (cc)
                

            	
              payment
                of royalties on amounts paid to XTL and not attributable to XTL’s or the
                third party’s activities in any particular country shall continue until
                *****,
                whichever is the longer period.

            


    

    


    
      	
              2.3.4.

            	
              Payment
                of royalties pursuant to Section 2.1.4 shall continue as
                follows:

            


    

    


    
      	 	
              (aa)

            	
              payment
                of royalties on amounts paid to XTL and attributable to activities
                of the
                paying third party under a Licensed Patent or Patents in a particular
                country shall continue *****, whichever is the longer
                period;

            


    

    


    
      	 	
              (bb)
                

            	
              payment
                of royalties on amounts paid to XTL and attributable to activities
                of the
                paying third party in a country in which there is no Licensed Patent
                shall
                continue until termination of the ***** commencing on the date on
                which
                XTL first receives an amount relating to activities in such country
                on
                which a royalty is due to Yeda pursuant to Section
                2.1.4;

            


    

    


    
      	 	
              (cc)
                

            	
              payment
                of royalties on amounts paid to XTL and not attributable to the third
                party’s activities in any particular country shall continue, until *****,
                whichever is the longer period.

            


    

    


    
      	
              2.3.5.

            	
              Payment
                of royalties pursuant to Section 2.1.5 shall continue as
                follows:

            


    

    


    
      	
              (A)
                

            	
              Where
                the royalties are on amounts received by XTL on any Direct Activity,
                the
                duty to pay royalties shall
                continue:

            


    

    


    
      	 	
              (aa)
                

            	
              if
                the activity or any part thereof is carried out in any country under
                a
                Licensed Patent or Patents-then, *****,
                whichever is the longer period;

            


    

    


    (bb)
       if
      the
      activity is carried out in any other country, until the date of expiry of a
      period of *****
      commencing on the first date on which XTL receives an amount as a result of
      that
      activity in that country;

    


    
      	
              (B)

            	
              Where
                the royalties are due on amounts received by XTL on activities not
                being a
                Direct Activity, the duty to pay royalties shall continue as
                follows:

            


    

    


    
      	 	
              (aa)
                

            	
              payment
                of royalties on amounts paid to XTL and attributable to activities
                of the
                paying third party under a Licensed Patent or Patents in a particular
                country shall continue *****,
                whichever is the longer period;

            


    

     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    *****
      Confidential material redacted and filed
      separately with the Commission.


    
      	 	
              (bb)
                

            	
              payment
                of royalties on amounts paid to XTL and attributable to activities
                of the
                paying third party in a particular country in which there is no licensed
                Patent shall continue until termination of the ***** commencing on
                the
                first date on which XTL receives an amount relating to activities
                in such
                country on which a royalty is due to Yeda pursuant to Section
                2.1.5;

            


    

    


    
      	 	
              (cc)
                

            	
              payment
                of royalties on amounts paid to XTL and not attributable to the third
                party’s activities in any particular country shall continue, *****,
                whichever is the longer period.

            


    

    


    
      	
              2.4.

            	
              The
                License granted under the R&L Agreement shall remain in force (if not
                previously terminated according to the provisions of the R&L Agreement
                (as amended hereby)) for the purpose of each of the activities specified
                in Sections 2.1.1, 2.1.2, 2.1.3, 2.1.4 and 2.1.5, as long as there
                is a
                duty to pay royalties in respect of such activity, as provided in
                Section
                2.3 above. Clause 7(b)(ii) of the R&L Agreement is replaced by the
                provisions of this Section 2.4
                above.

            


    

    


    
      	
              3.

            	
              Payments
                for Sponsored R&D

            


    

    


    
      	
              3.1.

            	
              Subject
                to the amendments contained herein, the period of research which
                XTL is
                obliged to fund under the R&L Agreement is hereby extended by 1 (one)
                year and shall continue until August 31,
                1996 (the
                “Extension Period”).

            


    

    


    
      	
              3.2.

            	
              XTL
                shall pay Yeda an aggregate amount in New Israel Sheqels equal (at
                the
                representative rate of exchange in force on the date of payment)
                to
                *****
                (plus VAT against VAT invoice) in consideration of Yeda’s undertaking to
                procure the performance (under the supervision of Prof. Reisner)
                of
                research in the Extension Period in accordance with the Research
                Plan and
                the Budget attached hereto as Appendices
                “A”
                and “B”,
                respectively, as follows:

            


    

    


    
      	
              3.2.1.

            	
              an
                amount in New Israel Sheqels equal (at the representative rate of
                exchange
                in force on the date of payment) to US
                ***** (plus
                VAT against VAT invoice) on March 31,
                1996;

            


    

    


    
      	
              3.2.2.

            	
              an
                amount in New Israel Sheqels equal to US *****
                (plus VAT against VAT invoice) on each of May 15, 1996
                and
                July
                31, 1996.

            


    

    


    
      	
              3.3.

            	
              Simultaneously
                with counter-signature hereof by Yeda, XTL shall provide Yeda with
                a bank
                guarantee from an Israeli bank, in form acceptable to Yeda, in order
                to
                secure XTL’s obligations under Sections 3.2.1
                and
                32.2
                above.
                50% of the bank charges and commissions actually paid by XTL to the
                issuing bank in respect of the bank guarantee shall be reimbursed
                by Yeda
                to XTL, against proof of the amount paid by XTL, forthwith upon receipt
                by
                Yeda of the amount payable by XTL pursuant to Section 3.2.1
                above.

            


    

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    *****
      Confidential material redacted and filed separately with the
      Commission.

     

    4. Entire
      Agreement

    


    Except
      as
      set forth in this letter, all the terms of the R&L Agreement shall remain
      unchanged. The R&L Agreement, as amended hereunder, sets forth the
      entire

    


    understanding
      between Yeda and XTL regarding the R&L Agreement (except as supplemented by
      written instrument of even or subsequent date), and supersedes any other prior
      agreement or understanding, oral or written.

    


    Please
      indicate your acceptance of the terms of this letter by affixing your signature
      below.

    


    Very
      truly yours,

    Martin
      Backer, Ph.D. 

    President
      and CEO

    XTL
      Biopharmaceuticals Ltd.

    


    Agreed
      and Accepted:

    YEDA
      RESEARCH AND DEVELOPMENT COMPANY LTD.

    SHLOMO
      HAREL                                            PROF.
      DAVID MIRELMAN
President                                                           
      Chairman
      of the Board of Directors