CONFIDENTIAL TREATMENT REQUEST

[ * ] Indicates information that has been omitted pursuant to a
confidential treatment request and thisinformation has been filed under
separate cover with the Commission.

Amendment to Research and
Licensing Agreement

| |                                                                                                                                                                                                                                                                                                                                                                             |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | This
 Amendment to the Research and Licensing Agreement (the Amendment) is effective as of December 23rd,
 2007 (Effective
 Date),
 by and among GammaCan Ltd. (GammaCan) and Tel HaShomer-Medical Research Infrastructure and
 Services LTD. (THM). Each of THM and GammaCan shall be
 referred to as a Party or together as the Parties.                    
| |                                                                                                                                                                                                                                                                                                                                                                             |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | WHEREAS, GammaCan and THM have entered into a
Research
 and Licensing Agreement, dated December 13, 2005 and acknowledged by Dr. Miri Blank
 (the Original Agreement);                                                                                                                                                                                                   
| |                                                                                                                                                                                                                                                                                                                                                                             |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | WHEREAS, the Parties hereto wish to amend certain
provisions of the Original
 Agreement for the purpose of including the
 VitiGam Product, which is solely and exclusively owned by GammaCan,
 in the Research Project (as such term is defined in the Original Agreement)
 in order for THM to receive royalties
 from Net Sales and other revenues (as set forth below).
| |                                                                                                                                                                                                                                                                                                                                                                             |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | All
 capitalized terms used herein and not otherwise defined herein shall have the
 meanings ascribed to them in the Original Agreement;                                                                                                                                                                                                                                   
| |                                                                                                                                                                                                                                                                                                                                                                             |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | NOW, THEREFORE, in consideration of the mutual promises,
 covenants, conditions, representations and warranties set forth herein, and intending to be
 legally bound hereby, the parties agree as follows:                                                                                                                                                                 
| |                                                                                                                                                                                                                                                                                                                                                                             |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| |                                                                                                                                                                                                                                                                                                                                                                             | 1. | Section
 1.2A is hereby added to the Original Agreement as follows:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| |                                                                                                                                                                                                                                                                                                                                                                             |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| |                                                                                                                                                                                                                                                                                                                                                                             |    | 1.2A. GammaCan Rights: shall mean all conceptions, intellectual
 property, inventions, data, information, materials, and rights thereof to:
 (i) GamtnaCans VitiGam Product and to the technology and know-how relating to
 anti-angiogenesis, (ii) the patents and patent applications listed in Exhibit
 B hereto, acquired by GammaCan from ARP
 BioMed Ltd. (ARP); (iii) the conceptions, know-how and ideas derived from
 the manuscripts listed in Exhibit C acquired by GammaCan from ARP; (iv) the conceptions, know-how and
 ideas derived from the presentation attached as Exhibit D acquired by GammaCan from ARP; (v) all
 conceptions, ideas, inventions, technologies,
 know-how and scientific and technical information derived from (i), (ii), (iii) or (iv) above; and/or (vi) any patents or
 patent applications claiming and/or disclosing subject matter of (i),
 (ii), (iii) and/or (iv) herein (collectively, the GammaCan Rights),
 including any current or prior Research Projects and any and all research activities conducted by THM.
| |                                                                                                                                                                                                                                                                                                                                                                             |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| |                                                                                                                                                                                                                                                                                                                                                                             | 2. | Section
 1.4 is hereby deleted in its entirety, and replaced by new Section 1.4 as
 follows:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |                                                                                                                                                                                                                                                                                                                                                                             |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| |                                                                                                                                                                                                                                                                                                                                                                             |    | 1.4 Licensed Product shall
 mean any product developed in connection with and/or based on the Subject Technology and covered by a Valid Claim of a
 Patent, and/or based on the
 GammaCan Rights.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| |                                                                                                                                                                                                                                                                                                                                                                             |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| |                                                                                                                                                                                                                                                                                                                                                                             | 3. | Section
 1.7 is hereby amended as follows: Appendix 2 shall be renumbered as Appendix 1.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                

1

*Portions of this exhibit
 have been omitted and filed separately pursuant to an application for
 confidential treatment filedwith the
 Securities and Exchange Commission pursuant to Rule 24b-2 under the
 Securities Exchange Act of 1934, as amended.

---



| |  |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                      
| |  | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | 4.  | Section
 1.9 is hereby deleted in its entirety and a new Section 1.9 shall be added as follows:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| |  |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                      
| |  |     | Research Period shall mean a two
 (2) year term beginning on January 1st 2007 and ending on December
 31st 2008, and any extension thereof on a going forward calendar year basis to which THM and GammaCan
 shall mutually agree in writing. If at any time the Principal Investigator has reason(s) to believe work will not be
 completed within the Research Period, the Principal Investigator will advise
 GammaCan of the reason(s) and length of time required to complete the Research Project and the Research Period
 shall be extended accordingly.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| |  |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                      
| |  | 5.  | Section
 1.10 is hereby amended as follows: Appendix 1 shall be renumbered as Appendix 2.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |  |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                      
| |  | 6.  | Section
 1.12, the following words at the end of Section 1.12 are deleted In
 addition, not
 included in such sublicense consideration is equity investments and replaced
 with In addition, not included in such sublicense consideration are proceeds
 of fundraising including equity
 investments, debt, convertible debt, warrants, and any other financial instruments.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| |  |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                      
| |  | 7.  | Section
 2.1 is hereby deleted in its entirety and a new Section 2.1 shall be added as
 follows:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| |  |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                      
| |  |     | The Research Project as set forth in Appendix 2, shall be
 conducted by and under the direction of the
 Principal Investigator. THM shall provide personnel, facilities, and resources as required, and in accordance with
 the Research Project, to accomplish the work necessary to complete the Research Project. The Principal
 Investigator will be responsible
 for the execution and implementation of the Research Project in accordance with all applicable policies of the Hospital and
 all applicable Israeli laws and regulations.
 The Parties have agreed to the Research Project as set forth in Appendix 2. The Parties agree that sixty (60) days prior to
 the end of the Research Period both Parties
 shall have mutually negotiated in good faith and agreed to the continuance of
 the Research Project as set forth
 in a future amended appendix. The Parties agree that within three (3) weeks from the Effective Date
 of this Amendment, the Parties shall have mutually negotiated in good
 faith and agreed to the Research Project which shall be attached as Appendix 2 of the Original Agreement.
| |  |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                      
| |  | 8.  | Section 3.4 is hereby deleted in its
 entirety, and replaced by new Section 3.4 as follows                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| |  |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                      
| |  | 3.4 | Sublicense Fees: In the event that GammaCan or its
 Affiliates grants a Sublicense to a
 Sublicensee in a given jurisdiction, GammaCan shall pay sublicense payments
 to THM as follows:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| |  |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                      
| |  |     | i)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 | An
 amount equal to seven and one half percent (7.5%) of Sublicense Fees actually
 received from such Sublicensee up to Six Million Six Hundred Sixty Seven Thousand U.S
 dollars (US$6,666,667); and
| |  |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                      
| |  |     | ii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                | An
 amount equal to eight percent (8.0%) of Sublicense Fees actually received                                                                                                                        

2

*
 Portions of this exhibit have been omitted and filed separately pursuant to
 an application for confidential treatment filedwith the Securities and Exchange Commission pursuant to Rule
24b-2
 under the Securities Exchange Act of 1934, as amended.

---



| |  |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |                                                                                                                       
| |  | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ----------------------------------------------------------------------------------------------------------------------
| |  |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               | from
 such Sublicensee for all amounts above Six Million Six Hundred Sixty Seven Thousand U.S
 dollars (US$6,666,667).
| |  |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |                                                                                                                       
| |  | 9.  | A
 new Section 3.5 shall be added as follows:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |  |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| |  | 3.5 | Warrants: Upon the execution and delivery hereof, GammaCan
 International, Inc. shall execute and deliver to THM a warrant, substantially in the form
 of Exhibit
 A, attached hereto, exercisable for an aggregate of 500,000 shares of
 common stock of GammaCan International, Inc. on the terms, and subject to the
 conditions, set forth therein. Within 30 days following the acceptance by the U.S. Food and
 Drug Administration
 of each new Investigational New Drug (IND) application that arises from, and is the
 direct result of work described in, a current or prior Research Project pursuant to the
 Research and Licensing Agreement, dated December 13, 2005, as amended by this
 Amendment thereto, excluding any INDs pertaining to VitiGam, GammaCan
 International, Inc. will issue to THM a warrant, substantially in the form of
 Exhibit A, attached hereto,
 to acquire an aggregate of 250,000 shares of common stock of GammaCan
 International, Inc., the exercise price of which shall be the closing price at the date of the issuance
 thereof. The warrant granted to THM pursuant to this Section 3.5 may not be
 transferred, assigned, negotiated, or otherwise disposed of in any manner. The securities issued upon the
 exercise of the warrant may not be transferred,
 assigned, negotiated, or otherwise disposed of in any manner prior to July 1, 2009, and thereafter solely in accordance with
 the terms and conditions of the warrant.
| |  |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| |  | 10. | Section
 4 is hereby deleted in its entirety and replaced by new Sections 4.1 and 4.2
 that shall be added as follows:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| |  |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| |  |     | 4.1 Research Funding: During the first year of the Research Period,
 GammaCan shall pay THM the amount of fifty thousand U.S. dollars (US$50,000) + V.A.T
 to be paid for research performed by THM pursuant to the Research Project and
 the terms of this Agreement. During the second year of the Research Period, GammaCan
 shall pay THM the amount of four hundred and fifty thousand U.S. dollars
 (US$450,000) + V.A.T to be paid in equal quarterly installments. The above of
 which is as a result of the delay in the execution of this Amendment. Payments shall be made in Israeli
 currency according to the prevailing
 representative rate of exchange on the date of payment. The projected budget made under this Section shall be set
 forth in Appendix 1, as amended from time to time under his Agreement.
 The Parties agree that within three (3) weeks from the Effective Date of this Amendment, the Parties
 shall have mutually negotiated in good faith and agreed to the Research Funds which shall be attached as
 Appendix 1 of the Original
 Agreement.                                                                                                                                                                                                                                                                                                                                                                                                    
| |  |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| |  |     | 4.2 Financial Records: THM shall keep full and correct books of
 account, enabling the Project Funds to be
 calculated and monitored separately. GammaCan or its authorized representatives may, on a quarterly basis, upon
 written notice to THM, examine and monitor
 any report, records and information in THMs or the Research Entitys book of
 accounts relating to the Project
 Funds and performance of this Agreement, in order to monitor the use of the Project Funds, and if
 they are not being used, adjust the amount of the Project Funds.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                

3

* Portions
 of this exhibit have been omitted and filed separately pursuant to an
 application for confidential treatment filedwith the Securities and Exchange Commission pursuant to Rule 24b-2
 under the Securities Exchange Act of 1934, as amended.

---



| |  |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| |  | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | 11. | In Section 7.3 the
 following sentence is hereby added prior to the first line:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| |  |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| |  |     | THM,
 acting as the trustee of the Hospital and/or the Fund, is and shall be the
 sole owner of any and
 all rights, title and interest in and to the Subject Technology and/or in and to any patents resulting from or arising
 under current or prior Research Projects and any and all related research
 activities conducted by THM.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| |  |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| |  | 12. | A new Section 13.1 shall
 be added as follows:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| |  |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| |  |     | Further,
 THM represents and warrants that they have no rights or standing to pursue
 any causes of actions, remedies, injunctions, or any other relief,
 including but not limited to actions in law or equity, or any arbitration or
 mediation pertaining to the GammaCan Rights, and that THM hereby waives and releases
 GarnmaCan, ARP, their present, former and future shareholders, subsidiaries,
 directors, officers, employees, consultants, advisors, affiliates, agents and other
 representatives, and their respective successors and assignees, from all demands, actions,
 claims and liabilities whatsoever related, directly or indirectly, in whole
 or in part, to the GammaCan Rights. Nothing in this Section 13.1, shall preclude either Party from taking action
 against the other Party for breaches of any other terms and conditions of
 this Agreement.
| |  |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| |  | 13. | A
 new Section 1.23 shall be added as follows:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| |  |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| |  |     | 1.23 Royalty
 Term shall mean the period
 commencing on the Effective Date and ending at the later of either: (i) 20 years; or
 (ii) upon the last to expire of the Patents.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| |  |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| |  | 14. | Throughout the Original
 Agreement, the term Licensing Term is hereby replaced with the term
 Royalty Term, and the term Principal Investigators is hereby replaced
 with the term Principal Investigator.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |  |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| |  | 15. | Except
 for the changes and/or additions stated herein, all the other terms of the
 Original Agreement
 shall remain valid and bind the parties without any change. In the case of a contradiction between the provisions of this
 Amendment and the provisions of the Original
 Agreement, the provisions of this Amendment shall prevail. Without limiting the
 generality of the foregoing, the term Agreement as used in the Original Agreement shall be deemed to be the Agreement
 as amended by this Amendment.                                                                                                                                                                                                                                                                                                                                                              

[The remainder of this page is left blank
intentionally]

4

*
 Portions of this exhibit have been omitted and filed separately pursuant to
 an application for confidential treatment filedwith the Securities and Exchange Commission pursuant to Rule
24b-2
 under the Securities Exchange Act of 1934, as amended.

---



IN
WITNESS WHEREOF, the Parties have caused this Agreement to be executed by their
duly authorized representatives.

|              |  |                                                                   |  |     |  |  |  | 
|------------- |  | ----------------------------------------------------------------- |  | --- |  |  |  | 
|GammaCan Ltd. |  | Tel HaShomer -Medical Research
 Infrastructure and Services LTD.
|By:           |  |                                                                   |  | By: |  |  | 
|              |  |                                                                   |  |    

|      |  |  |  |       |  |  |  | 
|----- |  |  |  | ----- |  |  |  | 
|Name: |  |  |  | Name: |  | 
|      |  |  |  |       |  | 

|                     |  |  |       |  |  |  |  | 
|-------------------- |  |  | ----- |  |  |  |  | 
|Date:                |  |  | Date: |  | 
|                     |  |  |       |  |  | 
|                     |  |  |       |  |  |  |  | 
|I confirm and agree: |  |  |       |  | 
|                     |  |  |       |  |  |  |  | 
|Dr. Miri Blank       |  |  |       |  | 
|                     |  |  |       |  |  |  |  | 
|                     |  |  |       |  | 
|                     |  |  |       |  |  |  |  | 
|Date:                |  |  |       |  |  |  | 
|                     |  |  |       |  |  |  | 

5

*Portions
 of this exhibit have been omitted and filed separately pursuant to an a
 application for confidential treatment filed with the Securities and Exchange Commission pursuant to Rule 24b-2
 under the Securities Exchange Act of 1934, as amended.

---



Exhibit A

NEITHER THE SECURITIES REPRESENTED HEREBY NOR THE SECURITIES ISSUABLE UPON THE EXERCISE HEREOF HAVE BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE SECURITIES ACT), OR ANY STATE SECURITIES LAWS AND MAY
NOT BE OFFERED, SOLD, PLEDGED, ASSIGNED, OR OTHERWISE TRANSFERRED UNLESS (1) A REGISTRATION STATEMENT WITH RESPECT THERETO IS EFFECTIVE
UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS, OR (2) THE COMPANY
RECEIVES AN OPINION OF COUNSEL TO THE
HOLDER OF THIS WARRANT OR SUCH SECURITIES,
WHICH COUNSEL AND OPINION ARE REASONABLY SATISFACTORY TO THE COMPANY, THAT THIS WARRANT OR SUCH
SECURITIES, AS APPLICABLE, MAY BE
OFFERED, SOLD, PLEDGED, ASSIGNED, OR OTHERWISE TRANSFERRED IN THE MANNER CONTEMPLATED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OR
APPLICABLE STATE SECURITIES LAWS. THE
FOREGOING IS SUBJECT TO SECTION 23 HEREOF.

THE TRANSFER OF THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON THE EXERCISE HEREOF IS RESTRICTED AS
DESCRIBED HEREIN.

GAMMACAN INTERNATIONAL, INC.

Warrants for the Purchase of
Shares of Common Stock, Par Value $0.0001 Per Share

No.

THIS CERTIFIES that, for
consideration, the receipt and sufficiency of which are hereby acknowledged, and other value received TEL HASHOMER
MEDICAL HEALTH INFRASTRUCTURE AND SERVICES LTD. (the Holder) is entitled to subscribe for, and
purchase from, GAMMACAN INTERNATIONAL, INC., a Delaware corporation (the Company),
upon the terms and conditions set forth herein, at any time or from time to
time on or after January 1, 2008
(the Effective Time) until 5:00
P.M. New York City local time on the fifth anniversary of the Effective Time (the Exercise Period), an
aggregate of FIVE HUNDRED THOUSAND (500,000) shares of common stock,
par value $0.0001 per share (the CommonStock) of the Company.
This Warrant is initially exercisable at a price per share equal to $________[CLOSING
PRICE ON THE EXECUTION DATE], subject to adjustment as provided herein; provided, however, that upon the
occurrence of any of the events specified in Section 8 hereof, the rights granted by this Warrant,
including the exercise price and the number of shares of Common Stock to be
received upon such exercise, shall be adjusted as therein specified. The term

- 1 -

*Portions of
this exhibit have been omitted and filed separately pursuant to an application
for confidential treatment filedwith the Securities and Exchange
Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as
amended.

---



Exercise Price shall mean,
depending on the context, the initial exercise price (as set forth above) or
the adjusted exercise price per share.

As
used herein, the term this Warrantshall mean and include this Warrant and
any Warrant
or Warrants hereafter issued as a consequence of the exercise or transfer of
this Warrant in whole or in part. Each share of Common Stock issuable upon the exercise
hereof shall be hereinafter
referred to as a Warrant Share. The Warrant Shares shall be subject to the restrictions on resale set forth in Section
23
hereof, as well as those imposed by applicable law.

1.          (a)
Subject to the terms of this Warrant,
this Warrant may be exercised at any time in whole and from time to time in
part, at the option of the Holder, on or
after the Effective Time and on or prior to the end of the Exercise Period.
This Warrant shall initially be exercisable in whole or in part for an
aggregate of 500,000 fully paid and nonassessable shares of Common Stock
for an exercise price per share equal to the Exercise Price, by delivery to the Company at its office at Kiryat Ono Mall,
Azorim Center A, 39 Jerusalem Street,
55423 Kiryat Ono, Israel, or at such other place as is designated in writing by
the Company, of:

| |                                                                                                                                                                                                                                                                                                                                                    
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (i)
  a completed Election to Purchase, in the form set forth in Exhibit I, executed by the
  Holder exercising all or part of the purchase rights represented by this Warrant;                                                                                                                                                                    
| |                                                                                                                                                                                                                                                                                                                                                    
| | (ii)
  this Warrant;                                                                                                                                                                                                                                                                                                                               
| |                                                                                                                                                                                                                                                                                                                                                    
| | (iii)
  if this Warrant is not registered in the name of the initial registered Holder, an
  assignment in the form set forth in Exhibit II hereto evidencing the assignment of this Warrant to the current
  Holder; and                                                                                                                          
| |                                                                                                                                                                                                                                                                                                                                                    
| | (iv)
  payment of an amount equal to the product of the Exercise Price multiplied by the number of shares of
  Common Stock being purchased upon such exercise in the form of, at the
  Holders option, (A) a certified or bank cashiers check payable to the Company, or (B) a wire transfer
  of funds to an account designated by the Company.

(b)          This
Warrant shall
vest in its entirety and shall become exercisable at the close of business on
December 31, 2008 (the Vesting Date). In the event that the Research and
Licensing Agreement, dated December 13, 2005, between the Company and Tel HaShomer Medical
Health Infrastructure and Services Ltd., as thereafter amended, shall terminate, prior to the Vesting Date,
this Warrant shall terminate and shall thereafter be of no further force or
effect.

(c)          Upon
the exercise of
this Warrant, the Company shall issue and cause promptly to be delivered upon
such exercise to, or upon the written order of, the Holder and in such name or names as the Holder
may designate, a certificate or certificates for the number of full Warrant Shares to
which such Holder shall be entitled, together with cash in lieu of any fraction
of a
Warrant Share otherwise issuable upon such exercise. Such certificate or
certificates shall

- 2 -

* Portions of this exhibit have been omitted and filed
separately pursuant to an application for confidential treatment filedwith
the Securities and Exchange Commission pursuant to Rule 24b-2 under the
Securities Exchange Act of 1934, as amended.

---



be deemed to have been
issued, and any person so designated to be the person or persons entitled to receive the Warrant Shares issuable
upon exercise of this Warrant shall be deemed to have become a holder of
record of such Warrant Shares for all purposes, as of the close of business on
the date of the surrender of this Warrant and full payment of the Exercise
Price.

2.          Upon
each exercise of
the Holders rights to purchase Warrant Shares, the Holder shall be deemed to be
the holder of record of the Warrant Shares, notwithstanding that the transfer
books of the Company shall then be closed or certificates representing, the
Warrant Shares with respect to which this Warrant was exercised shall not then have been
actually delivered to the Holder. As soon as practicable after each such exercise of this
Warrant, the Company shall issue and deliver to the Holder a certificate or
certificates representing the Warrant Shares issuable upon such exercise, registered in the name of
the Holder or its designee. If this Warrant should be exercised in part only, the Company shall, upon surrender of this
Warrant for cancellation, execute and
deliver a Warrant evidencing the right of the Holder to purchase the balance of
the aggregate number of Warrant
Shares purchasable hereunder as to which this Warrant has not been exercised or assigned.

3.          Any
Warrants issued
upon the transfer or exercise in part of this Warrant shall be numbered and shall be
registered in a warrant register (the Warrant Register) as they are issued. The Company shall be
entitled to treat the registered holder of any Warrant on the Warrant Register as the owner in fact
thereof for all purposes, and shall not be bound to recognize any equitable or
other claim to, or interest in, such Warrant on the part of any other person,
and shall not be liable for any registration of transfer of Warrants which are registered or to
be registered in the name of a fiduciary or the nominee of a fiduciary unless
made with the actual knowledge that a fiduciary or nominee is committing
a breach of trust in requesting such registration or transfer, or with the knowledge of such
facts that its participation therein amounts to bad faith. This Warrant shall
be transferable
on the books of the Company only upon delivery thereof duly endorsed by the
Holder or
by his duly authorized attorney or representative, or accompanied by proper
evidence of succession,
assignment, or authority to transfer. In all cases of transfer by an attorney,
executor, administrator,
guardian, or other legal representative, duly authenticated evidence of his,
her, or its authority shall be produced. Upon any registration of transfer, the
Company shall deliver a new Warrant or Warrants to the person entitled
thereto. This Warrant may be exchanged, at the option of the Holder thereof,
for another Warrant, or other Warrants of different denominations, of like tenor and
representing in the aggregate the right to purchase a like number of Warrant
Shares (or portions
thereof), upon surrender to the Company or its duly authorized agent.
Notwithstanding the foregoing, the Company shall have no obligation to cause
Warrants to be transferred on its books to any person if, in the opinion of counsel to
the Company, such transfer does not comply with the provisions of the
Securities Act of 1933, as amended (the Securities Act), and the rules and regulations
thereunder.

4.          The
Company shall pay all federal and state taxes
(other than taxes on income of the
Holder), documentary taxes, stamp taxes, if any, and other governmental charges
that may be imposed upon the issuance or delivery of this Warrant or upon the
issuance or delivery of Warrant Shares upon the exercise of this Warrant, provided, however, that the Company shall not be required to pay any taxes payable in connection
with any transfer involved in the issuance or

- 3 -

* Portions of this exhibit have been omitted and filed
separately pursuant to an application for confidential treatment filedwith
the Securities and Exchange Commission pursuant to Rule 24b-2 under the
Securities Exchange Act of 1934, as amended.

---



delivery
of any Warrants or Warrant Shares in a name other than that of the Holder in
respect of which such
Warrant Shares are issued. The Company may refuse to deliver the certificates representing the Warrant Shares being issued in a
name other than the Holders name until the Company receives a sum sufficient to pay any tax that will be due
because such shares are to be issued
in a name other than the Holders name.

5.          (a) The Company shall at all times reserve and keep
available out of its authorized and
unissued Common Stock, solely for the purpose of providing for the exercise of
the Warrants, such number of shares
of Common Stock as shall, from time to time, be sufficient therefor. The Company covenants that all Warrant
Shares which may be issued upon the exercise of the purchase rights represented by this Warrant will, upon exercise
of the purchase rights represented by
this Warrant, be duly authorized, validly issued, fully paid and nonassessable
and free from all taxes, liens and charges in respect of the issue thereof
(other than taxes in respect of any
transfer occurring contemporaneously with such issue), without any personal
liability attaching to the ownership
thereof and will not be issued in violation of any preemptive or similar rights
of stockholders. The Company further
covenants that its issuance of this Warrant shall constitute full authority to its officers who are charged with
the duty of executing stock certificates to execute and issue the necessary certificates for the Warrant
Shares upon the exercise of the purchase rights under this Warrant. The Company
will take all such reasonable action as may be necessary to assure that such Warrant Shares may be issued as
provided herein without violation of any applicable law or regulation, or of any requirements of the trading
market upon which the Common Stock
may be listed.

(b)          The
transfer agent for
the Common Stock and every subsequent transfer agent for any of the Companys
securities issuable upon the exercise of this Warrant shall be irrevocably
authorized and directed at all times to reserve such number of authorized
securities as shall be required for such purpose. The Company shall keep a copy of
this Warrant on file with the transfer agent for the Common Stock and with
every subsequent transfer agent for shares of the Companys securities issuable
upon the exercise of this Warrant. The Company shall supply such transfer agent
with duly executed certificates representing the Common Stock or other securities for such
purposes.

(c)          The
Company shall not
by any action including, without limitation, amending its certificate of
incorporation or through any reorganization, transfer of assets, consolidation,
merger, dissolution,
issue or sale of securities or any other voluntary action, avoid or seek to
avoid the observance
or performance of any of the terms of this Warrant; but will at all times in
good faith assist
in the carrying out of all such terms and in the taking of all such actions as
may be necessary or appropriate to protect the rights of the Holder against impairment.
Without limiting the generality
of the foregoing, the Company will (a) not increase the par value of any shares
of Common Stock receivable upon the exercise
of this Warrant above the amount payable therefor upon such exercise immediately prior to such
increase in par value, and (b) take all such action as may be necessary or appropriate in order that the
Company may validly and legally issue fully paid and nonassessable shares of Common Stock upon the exercise of this
Warrant.

- 4 -

* Portions of this exhibit have been omitted and filed
separately pursuant to an application for confidential treatment filedwith
the Securities and Exchange Commission pursuant to Rule 24b-2 under the
Securities Exchange Act of 1934, as amended.

---



6.          The
Company will (i)
obtain and keep effective any and all permits, consents and approvals of Federal
or state governmental agencies and authorities and make all filings under Federal and state
securities laws, that are required in connection with the issuance and delivery
of this
Warrant, the exercise of this Warrant, and the issuance and delivery of the
Warrant Shares issued upon exercise of this Warrant, and (ii) have the Warrant Shares,
upon their issuance, listed on each securities exchange on which the Common
Stock (or any other securities included in Warrant Shares) are then listed.

7.          If
the Company
purchases or otherwise acquires this Warrant, the Company shall cancel this Warrant,
and any Warrant surrendered for exchange, substitution, transfer or exercise in
whole or
in part.

8.          The
Exercise Price
for the Warrants in effect from time to time, and the number of Warrant Shares
issuable upon exercise of the Warrants, shall be subject to adjustment as
follows:

(a)          If
the Company, at any
time while this Warrant is outstanding: (A) pays a stock dividend or otherwise
make a distribution or distributions on shares of its Common Stock or any other equity or equity
equivalent securities payable in shares of Common Stock (which, for avoidance of doubt,
shall not include any shares of Common Stock issued by the Company pursuant to this
Warrant), (B) subdivides outstanding shares of Common Stock into a larger number of shares, (C)
combines (including by way of reverse stock split) outstanding shares of Common Stock into a
smaller number of shares, or (D) issues by reclassification of shares of the
Common Stock any shares of capital stock of the Company, then in each case the
Exercise Price shall be multiplied by a fraction of which the numerator shall be the
number of shares of Common Stock (excluding treasury shares, if any)
outstanding immediately before such event and of which the denominator shall
be the number of shares of Common Stock outstanding immediately after such event. Any
adjustment made pursuant to this Section 8(a) shall become effective
immediately after the record date for the determination of stockholders entitled to
receive such dividend or distribution and shall become effective immediately after the effective
date in the case of a subdivision, combination or re-classification.

(b)          When
any adjustment is required to be made
in the Exercise Price pursuant to subsection
8(a), the number of Warrant Shares purchasable upon the exercise of this
Warrant shall be changed to the
number determined by dividing (i) an amount equal to product of the number of
shares issuable upon the exercise of this Warrant immediately prior to such
adjustment multiplied by the Exercise
Price in effect immediately prior to such adjustment, by (ii) the Exercise
Price in effect immediately after
such adjustment.

(c)          Upon
the occurrence of each adjustment or
readjustment of the Exercise Price pursuant
to this Section 8, the Company at its expense shall, as promptly as reasonably
practicable but in any event not later
than fifteen (15) days thereafter, compute such adjustment or readjustment in accordance with the terms hereof
and furnish to the Holder a certificate setting forth such adjustment or readjustment (including the kind and amount of
securities, cash or other property
for which this Warrant shall be exercisable and the Exercise Price) and showing
in detail the facts upon which such
adjustment or readjustment is based. The Company shall, as promptly as

- 5 -

* Portions of this exhibit have been omitted and filed
separately pursuant to an application for confidential treatment filedwith
the Securities and Exchange Commission pursuant to Rule 24b-2 under the
Securities Exchange Act of 1934, as amended.

---



reasonably
practicable after the written request at any time of the Holder (but in any
event not later than 15 days thereafter), furnish or cause to be furnished to the
Holder a certificate setting forth (i) the Exercise Price then in effect and (ii) the
number and class or series of Warrant Shares and the amount, if any, of other securities,
cash or property which then would be received upon the exercise of this
Warrant.

(d)          All
calculations under this Section 8 shall be
made to the nearest cent or the nearest 1/100th of a share, as the case may be.

(e)          The
Company shall not be required upon the
exercise of this Warrant to issue any fractional
shares, but shall pay the value thereof to the Holder in cash on the basis of
the Fair Market Value per Warrant
Share (as hereinafter defined). Fair Market Valueof a security shall mean,
on any given day, the average of the closing prices of such securitys sales on
all securities exchanges on which
such security may at the time be listed on such day, or, if there has been no sales on any such exchange on such day, the
average of the highest bid and lowest ask prices on all such exchanges at the
end of such day, or, if on such day such security is not so listed, the average
of the representative bid and ask
prices quoted on the over-the-counter bulletin board (the OTCBB) as of 4:00 P.M., New York time, or, if on
such day such security is not quoted on the OTCBB, the average of the highest bid and lowest ask prices on such day
in the domestic over-the-counter
market as reported by the PinkSheet, LLC, or any similar successor
organization. If at any time such security is not listed on any securities
exchange or quoted on the OTCBB or the over-the-counter
market, the Market Price shall be as determined by the Board of Directors in
good faith, absent manifest error.

9.          Unless
registered, the Warrant Shares issued on
exercise of the Warrants shall be subject to a stop transfer order and the
certificate or certificates representing the Warrant Shares shall bear the following legend:

| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED (THE SECURITIES ACT),
OR ANY STATE SECURITIES LAWS AND MAY NOT BE OFFERED, SOLD,
PLEDGED, ASSIGNED, OR OTHERWISE TRANSFERRED UNLESS (1) A REGISTRATION
STATEMENT WITH RESPECT THERETO IS EFFECTIVE UNDER
THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS,
OR (2) THE COMPANY RECEIVES AN OPINION OF COUNSEL TO THE HOLDER
OF SUCH SECURITIES, WHICH COUNSEL AND OPINION ARE REASONABLY
SATISFACTORY TO THE COMPANY, THAT SECURITIES MAY BE OFFERED, SOLD, PLEDGED,
ASSIGNED, OR OTHERWISE TRANSFERRED IN THE MANNER CONTEMPLATED
WITHOUT AN EFFECTIVE REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OR APPLICABLE STATE SECURITIES LAWS.

10.          The
Company covenants that upon receipt by the
Company of evidence reasonably satisfactory
to it of the loss, theft, destruction or mutilation of this Warrant or any
stock certificate relating to the
Warrant Shares, and in case of loss, theft or destruction, of indemnity or security

- 6 -

* Portions
of this exhibit have been omitted and filed separately pursuant to an
application for confidential treatment filed with
the Securities and Exchange Commission pursuant to Rule 24b-2 under the
Securities Exchange Act of 1934, as amended.

---



reasonably satisfactory to
it, and upon surrender and cancellation of such Warrant or stock certificate, if mutilated, the Company will make
and deliver a new Warrant or stock certificate of like date, tenor and
denomination, in lieu of such Warrant or stock certificate.

11.          (a)
The Holder of any Warrant shall not have, solely on account of such status, any rights of a stockholder of the Company,
either at law or in equity, or to any notice of meetings of stockholders or of any other proceedings of
the Company, except as provided in this Warrant.

(b)
No provision hereof, in the absence of affirmative action by Holder to Warrant Shares, and no enumeration herein of the
rights or privileges of Holder hereof, shall give rise to any liability of such Holder for the
purchase price of any Common Stock or as a stockholder of Company, whether such liability is asserted by
Company or by creditors of Company.

12.          Promptly
upon the appointment of any subsequent transfer agent of the Common Stock,
or any other securities issuable upon the exercise of this Warrant, the Company
will deliver to the Holder a statement
setting forth the name and address of such subsequent transfer agent.

13.          All
notices and other communications provided for or permitted hereunder shall be
in writing and shall be deemed given (i) when made, if made by hand delivery,
(ii) upon confirmation, if made by
telecopier, or (iii) one business day after being deposited with a reputable next-day courier, postage prepaid, to the parties
as follows:

| |                                                                                                                          
| | -------------------------------------------------------------------------------------------------------------------------
| | if
  to the Company:                                                                                                     
| |                                                                                                                          
| | GammaCan
  International, Inc. 
  Kiryat
  Ono Mall 
  Azorim Center A 
  39 Jerusalem Street 
  55423 Kiryat Ono, Israel
| |                                                                                                                          
| | if
  to the Holder:                                                                                                      
| |                                                                                                                          
| | As
  set forth in the Warrant Register of the Company.                                                                   

The
Company or the Holder by notice to the other party may designate additional or different addresses as
shall be furnished in writing by such party. Any notice or communication mailed
to the Holder shall be mailed by first class mail or other equivalent means at such Holders
address and shall be sufficiently given to such Holder if so mailed within the time prescribed.

14.          The
Company and the Holder may from time to time supplement, modify or amend this Warrant.

- 7 -

*
Portions of this exhibit have been omitted and filed separately pursuant to an
application for confidential treatment filed with
the Securities and Exchange Commission pursuant to Rule 24b-2 under the
Securities Exchange Act of 1934, as amended.

---



15.          All
the covenants and provisions of this Warrant by or for the benefit of the Company or the Holder shall be binding upon and
shall inure to the benefit of their respective permitted successors and assigns hereunder.

16.          The
Company shall not merge or consolidate with or into any other entity unless the
entity resulting from such merger or
consolidation (if not the Company) shall expressly assume, by supplemental
agreement satisfactory in form to the Holder and executed and delivered to the Holder, the due and punctual performance and
observance of each and every covenant and condition of this Warrant to
be performed and observed by the Company.

17.          The
validity, interpretation and performance of this warrant shall be governed by the laws of the State of New York, as applied to
contracts made and performed within the state of New York, without regard to principles of conflicts of law.
Each of the parties hereto irrevocably
submits to the exclusive jurisdiction of the courts of the State of New York
and the United States District Court
for the Southern District of New York, in each case sitting in the Borough of Manhattan, City of New York, for the
purpose of any suit, action, proceeding or judgment relating to or arising out of this letter agreement. Service
of process in connection with any
such suit, action or proceeding may be served on each party hereto anywhere in
the world by the same methods as are specified for the giving of notices under
this Warrant. Each of the parties hereto
irrevocably consents to the jurisdiction of any such court in any such suit,
action or proceeding and to the laying of venue in such court. Each
party hereto irrevocably waives any objection
to the laying of venue of any such suit, action or proceeding brought in such courts
and irrevocably waives any claim
that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum.

18.          The
provisions hereof have been and are made solely for the benefit of the Company and the Holder, and their respective
successors and assigns, and no other person shall acquire or have any right hereunder or by virtue
hereof.

19.          The
headings in this Warrant are for convenience only and shall not limit or otherwise affect the meaning hereof.

20.          If
any term, provision, covenant or restriction of this Warrant is held by a court
of competent jurisdiction to be
invalid, illegal, void or unenforceable, the remainder of the terms, provisions,
covenants and restrictions set forth herein shall remain in full force and
effect and shall in no way be affected,
impaired or invalidated, and the parties hereto shall use their best efforts to find and employ an alternative means to
achieve the same or substantially the same result as that contemplated by such term, provision,
covenant or restriction. It is hereby stipulated and declared to be the intention of the parties that
they would have executed the remaining terms, provisions, covenants and restrictions without including any of such
which may be hereafter declared invalid, illegal, void or unenforceable.

21.          This
Warrant is intended by the parties as a final expression of their agreement and
intended to be a complete and
exclusive statement of the agreement and understanding of the parties hereto in respect of the subject matter
contained herein and therein. There are no restrictions, promises, warranties or undertakings, other than those
set forth or referred to herein

- 8 -

* Portions of this exhibit have been
omitted and filed separately pursuant to an application for confidential
treatment filed with the Securities and Exchange
Commission pursuant to Rule 24b-2 under the Securities Exchange Act of1934,as
amended.

---



and
therein. This Warrant supersedes all prior agreements and understandings
between the parties with respect to such subject matter.

22.          In
any action or proceeding brought to enforce any provision of this Warrant,
or where any provision hereof is validly asserted as a defense, the prevailing party, as
determined by the court, shall be entitled to recover reasonable attorneys fees in
addition to any other available
remedy.

22.          Each
party hereto agrees to use all reasonable efforts to obtain all consents and approvals, and to do all other things, necessary
for the transactions contemplated by this Warrant on or prior to the end of the Exercise Period.
The parties agree to take such further action and to deliver or cause to be
delivered to each other after the date hereof such additional agreements or
instruments as any of them may reasonably request for the purpose of carrying
out this Warrant and the agreements
and transactions contemplated hereby and thereby.

23.          Notwithstanding
anything to the contrary in this Warrant, this Warrant may not be transferred, assigned, negotiated, or otherwise
disposed of in any manner. Notwithstanding anything herein to the contrary, the Warrants Shares shall not be
transferable prior to July 1, 2009 and
shall be transferable commencing on such date at the rate of 50,000 per
calendar month thereafter. Any
number of Warrant Shares not sold during any calendar month commencing July 1, 2009 shall not be carried forward or cumulated to
subsequent months.

|          |                              |       
|--------- | ---------------------------- | ------
|Dated:    |                              |       
|          |                              |       
|          | GAMMACAN INTERNATIONAL, INC.
|          |                             
|          | By:                          |       
|          |                              |       
|          |                              | Name: 
|          |                              | Title:
|          |                              |       
|          |                              |       
|[Seal]    |                              |       
|          |                              |       
|          |                              |       
|Secretary |                              |       

- 9 -

* Portions
of this exhibit have been omitted
and filed separately pursuant to an application for confidential treatment
filed with the Securities and Exchange
Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended.

---



EXHIBIT I

ELECTION TO PURCHASE

The
undersigned hereby irrevocably elects to exercise Warrants represented by this Warrant and to purchase the shares of Common
Stock or other securities issuable upon the exercise of said Warrants, and
requests that Certificates for such shares be issued and delivered as follows:

|            |                                                
|----------- | -----------------------------------------------
|ISSUE TO:   |                                                
|            |                                                
|            | (Name)                                         
|            |                                                
|            |                                                
|            | (Address, including Zip Code)                  
|            |                                                
|            |                                                
|            | (Social Security or Tax
 Identification Number)
|            |                                                
|DELIVER TO: |                                                
|            |                                                
|            | (Name)                                         
|            |                                                
|            |                                                
|            | (Address, Including Zip Code)                  

In
payment of the purchase price with respect to this Warrant exercised, the undersigned hereby tenders payment of
$          by (i) certified or bank cashiers
check payable to the order of the Company o; or (ii) a wire transfer of such funds to an
account designated by the Company o (check
applicable box).If the number of Warrant Shares hereby exercised is
fewer than all the Warrant Shares
represented by this Warrant, the undersigned requests that a new Warrant
representing the number of full Warrant Shares not exercised to be issued and
delivered as set forth below:

|                            |               
|--------------------------- | --------------
|Name of Holder or Assignee: |               
|                            |               
|                            | (Please Print)

|         | 
|-------- | 
|Address: | 
|         | 
|         | 
|         | 

|                                                                                                    |  |  |        |  |       | 
|--------------------------------------------------------------------------------------------------- |  |  | ------ |  | ----- | 
|Signature:                                                                                          |  |  | DATED: |  | , 200 | 
|                                                                                                    |  |  |        |  |       | 
|(Signature must conform in all respects to name
of holder as specified on the fact of this Warrant)

|                      | 
|--------------------- | 
|Signature Guaranteed: | 
|                      | 

*
Portions of this exhibit have been omitted and filed separately pursuant to an
application for confidential treatment filed with
the Securities and Exchange Commission pursuant to Rule 24b-2 under the
Securities Exchange Act of 1934, as amended.

---



EXHIBIT II

ASSIGNMENT

FOR
VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto the Assignee named below
all of the rights of the undersigned represented by the within Warrant, with respect to the
number of Warrant Shares set forth below:

|                 |  |         |  |                          |  |                                 
|---------------- |  | ------- |  | ------------------------ |  | --------------------------------
|Name of Assignee |  | Address |  | Number of
Warrant Shares |  | Taxpayer 
Identification

Number
|                 |  |         |  |                          |  |                                 

and
does hereby irrevocably constitute and appoint ______________________, Attorney, to make such transfer on
the Warrant Register maintained at the principal office of the Company with full power of
substitution in the premises.

|                                                                                                     |           |  | 
|---------------------------------------------------------------------------------------------------- | --------- |  | 
|Dated:                                                                                               |           |  | 
|                                                                                                     |           |  | 
|                                                                                                     | Signature |  | 
|(Signature
must conform in all respects to name of holder as specified on the face of this
Warrant).

|                      
|----------------------
|Signature
 Guaranteed:
|                      
|                      

*
Portions of this exhibit have been omitted and filed separately pursuant to an application for confidential
treatment filed with the Securities and
Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of
1934, as amended.

---



Exhibit B

[ * ]

* Portions of this exhibit have been
omitted and filed separately pursuant to an application for confidential
treatment filed with the Securities and Exchange Commission pursuant to Rule
24b-2 under the SecuritiesExchange Act of 1934, as amended.

---



Exhibit C

[ * ]

* Portions of this exhibit have been
omitted and filed separately pursuant to an application for confidentialtreatment
filed with the Securities and Exchange Commission pursuant to Rule 24b-2 under
the Securities Exchange Act of 1934, as
amended.

---



Exhibit D

[ * ]

* Portions
of this exhibit have been omitted and filed separately pursuant to an
application for confidential treatment filed with the Securities and Exchange
Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended.

---