Filed by sedaredgar.com - Mabcure Inc. - Exhibit 10.9






EMPLOYMENT AGREEMENT

THIS AGREEMENT is entered into this 7th day of November, 2008.
For the purposes of seniority and all rights attendant thereto, this agreement
shall be deemed effective as of August 10, 2008 (the "Effective
Date"),

BETWEEN:

MABCURE INC., a corporation
organized under the laws 
of the State of Nevada, having an office at 3702
South 
Virginia Street, Suite #G12 - 401, Reno, Nevada 89502, 
USA

(the "Company")

AND:

RON KALFUS, an individual
having an address at 36/4 
Bar Simantov Street, Yehud-Monoson, Israel

(the "Employee")

WHEREAS:

	A. 	
      The Company is engaged in the business of developing and
      manufacturing products for cancer detection and therapy (the
      "Business"); and

	 	 
	B. 	
      The Company wishes to employ the Employee and the
      Employee has agreed to provide his services to the Company upon the terms
      and conditions provided herein.



NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of
the representations, warranties, covenants and agreements hereinafter contained
and other good and valuable consideration, the receipt and sufficiency of which
is hereby acknowledged, the parties hereto covenant and agree as follows:

ARTICLE 1
NATURE OF EMPLOYMENT

1.1 Position. The Company does hereby employ the
Employee in the position of Chief Financial Officer, and the Employee does
hereby accept such employment by the Company, all upon and subject to the terms
and conditions of this Agreement.

1.2 Duties and Functions. The Company and the Employee
agree that the 




A-2

Employee shall be responsible to and shall report to the Chief
Executive Officer of the Company. The Chief Executive Officer may vary the
conditions, duties and functions of the Employee's employment from time to time
according to the Company's operational and other needs provided that his duties
shall reasonably reflect the Employee's position with the Company as set forth
herein. The Employee shall use his reasonable best efforts to produce timely and
good quality work, while acting always in a competent, trustworthy and loyal
manner. The Employee agrees to carry out, using his reasonable best efforts and
in a manner that shall promote the interests of the Company, such duties and
functions as the Chief Financial Officer may request from time to time,
including, but not limited to, those duties and functions set out in Schedule
"A" hereto.

The Employee shall always act in accordance with any decision
of, and obey and carry out all lawful orders given to him by the Chief Executive
Officer of the Company and the board of directors of the Company (the
"Board"); and the Employee acknowledges that any such decision or order
may limit, restrict or remove any powers or discretions which might otherwise
have been exercised by the Employee.

1.3 Full Time Position. Unless prevented by ill health,
the Employee shall, during the term hereof, devote his full business time and
his care and attention to the Business of the Company. 

1.4 Securities Laws. The Employee acknowledges that he
is undertaking an executive position with the Company, which is a public
company. The Employee agrees to abide by and comply with all securities laws,
regulations and rules and all stock exchange rules and policies, as may be
applicable from time to time. In particular, and without limiting the generality
of the foregoing, the Employee agrees that he shall comply with all applicable
securities legislation and regulatory policies applicable to the Company and the
Employee, as may be applicable from time to time, including, but not limited to,
United States securities laws (in particular, Regulation FD) and the policies of
the United States Securities and Exchange Commission (the "SEC").

1.5 Term of Agreement. The employment of the Employee
hereunder shall commence on the Effective Date and shall continue for so long as
the Employee is employed by the Company, subject to termination as provided for
in this Agreement.

ARTICLE 2 
EMPLOYEE COMPENSATION

2.1 Salary. The Company shall pay to the Employee,
subject to the Employee being an employee in good standing of the Company, in 12
equal monthly instalments payable in arrears, an aggregate annual salary of
US$96,000, subject to deductions required to be made by the Company under all
applicable laws with respect to the Employee’s employment hereunder and receipt
of compensation hereunder.




A-3

2.2 Stock Option Plan. The Employee qualifies for
the stock option plan, as approved by the Board on September 3, 2008 (the
"Stock Option Plan"). In addition, the Employee shall be issued 180,000
options entitling the holder to purchase 180,000 common shares of the Company at
a per share exercise price equal to the fair market value on the date of grant,
which options shall vest as follows: 60,000 on August 10, 2009, 60,000 on August
10, 2010 and 60,000 on August 10, 2011, provided that the Employee is employed
by the Company on the applicable vesting dates. The 180,000 options shall vest
immediately upon any Change of Control in the Company. Change of Control shall
mean the sale or transfer of the majority of shares or assets of the Company to
a third party or the merger or consolidation of the Company with a third party.
In the event of termination not for "cause" (as defined in section 3.4), the
balance of remaining options to the nearest vesting date shall immediately
vest.

2.3 Benefits. Subject to: (i) the approval by the Board,
at its sole discretion, of the Employee’s participation in the various plans
from time to time; (ii) the terms of the various plans in effect with the
Company from time to time; (iii) the Employee taking the necessary steps to
ensure that the Employee (and, where applicable, the Employee’s eligible
dependents) are properly registered under the plans; and (iv) the payment of
costs payable by the Employee where applicable, the Company and the Employee
agree that the Employee shall be eligible to receive additional benefits to the
Employee during the Employee’s employment hereunder, including, entitlement to
participate in all employee benefit programs and plans, made available to other
salaried employees of the Company, including, profit sharing, pension, short and
long-term disability insurance, hospital, major medical insurance and group life
insurance plans.

2.4 Review. At the sole discretion of the Board, upon
the completion of the Employee’s first year of employment and each year
thereafter, the Board shall review the Employee’s annual salary and shall adjust
it for any erosion of income caused by inflation. In addition, adjustments shall
be made at the sole discretion of the Board, to reflect the Employee’s
contribution to the Company, when appropriate.

2.5 Vacation. The Employee shall be entitled to four (4)
weeks vacation per calendar year. Vacation time shall be taken by the Employee
at such times so as to minimize the disruption to the Business and affairs of
the Company.

2.6 Expenses. The Company agrees to pay $400 per month
to the Employee as a reimbursement for office expenses which include Internet,
telephone, office supplies, and utilities. In addition, the Company agrees to
pay in advance if requested by the Employee, or promptly reimburse the Employee
for, the reasonable travelling, entertainment, and other non-office expenses
actually and properly incurred by the Employee in connection with the provision
of services by the Employee hereunder that are approved by the Company. Such
payment of or reimbursement for expenses shall be subject to the Employee
keeping proper accounts and furnishing to the Company within 60 days after the
date the expenses are incurred, all applicable statements, vouchers and other evidence of expense
in such form as may be reasonably requested by the Company.





A-4

ARTICLE 3 
TERMINATION OF EMPLOYMENT

3.1 Termination by Employee. The Employee may terminate
his employment hereunder upon giving the Company ninety (90) days prior written
notice of the effective date of his resignation. On receiving such notice, the
Company may elect to pay the Employee salary (and all related benefits owing to
the Employee for such period) in lieu of working during the notice period, in
which case the termination shall be effective immediately.

3.2 Termination by the Company. The Company may
terminate the Employee's employment hereunder upon giving the Employee: (i)
ninety (90) days prior written notice of the effective date of the termination;
or (ii) salary (and all related benefits owing to the Employee for such period)
in lieu thereof. In the event of the termination of the Employee’s employment
hereunder by the Company, the Employee shall be entitled to one (1) month's
salary after the first full year that the Employee was employed by the Company
and 3 months severance pay after the second full year in addition to any notice
period (or payment in lieu thereof) provided for hereunder.

3.3 Salary in Lieu of Notice. The Employee agrees that
if the Company elects to pay salary (and all related benefits) owing to the
Employee for such period in lieu of notice, the Employee's employment may be
terminated immediately. The Employee further agrees that in the case of any
termination of employment, the Employee shall not be entitled to any notice or
payments in excess of those specified in Section 3.2 hereof.

3.4 Termination for Cause. Notwithstanding Section 3.2
hereof, the Company may terminate the Employee's employment for cause (defined
as: (i) the continued failure by the Employee to substantially perform his
duties according to the terms of hereof (other than any such failure resulting
from the disability (defined as the inability of the Employee to perform the
material and substantial duties in respect of the services to be provided
hereunder on a full-time basis for a period of four (4) consecutive weeks during
the term hereof) of the Employee) after the Company shall have given the
Employee reasonable notice in writing of such failure and a reasonable
opportunity, of not less than 30 days, to correct same; (ii) the conviction of
the Employee for embezzlement, theft, fraud or other criminal offence; (iii) the
breach by the Employee of a fiduciary duty owed to the Company; or (iv) the
breach by the Employee of any confidentiality or non-competition agreement of
undertaking of the Employee) without notice or payment.

3.5 Fiduciary Duty. The Employee acknowledges that he is
undertaking a position of authority and responsibility with the Company and as
such he shall acquire and develop unique and valuable contacts, skills and
talents during the term of his 




A-5

employment with the Company. The Employee furthermore
acknowledges that as one of the Company's principal representatives, he shall
have primary responsibility for developing the loyalty and goodwill of the
Company's employees and customers. Accordingly, during the term of this
Agreement and for a period of 12 months after the Employee ceases to be an
employee of the Company, for any reason whatsoever, the Employee agrees to
conduct himself in such manner as shall not breach any fiduciary duty he may owe
to the Company at such time. In particular, and without limiting the generality
of the foregoing, during the term of this Agreement and for a period of 12
months after the Employee ceases to be an employee of the Company, for any
reason whatsoever, unless expressly consented to by the Company in advance by
writing, the Employee shall not solicit or entice, or attempt to solicit or
entice, either directly or indirectly, any supplier, contractor, consultant,
employee, customer, investor or prospective investor of the Company, as at the
date of termination of this Agreement, to become a supplier, contractor,
consultant, employee, customer, or investor of any business or enterprise that
directly competes with the Business of the Company, as conducted by the Company
from time to time during the term of this Agreement or any extension
thereof.

3.6 Remedies. The parties hereto acknowledge and agree
that any violation or threatened violation by the Employee of any of the
provisions contained in Section 3.5 hereof shall result in immediate and
irreparable damage to the Company and that the Company could not adequately be
compensated for such damage by monetary award alone. Accordingly, the Employee
agrees that in the event of any such violation or threatened violation, the
Company shall, in addition to any other remedies available to the Company at law
or in equity, be entitled as a matter of right to apply to such relief by way of
restraining order, temporary or permanent injunction and to such other relief as
any court of competent jurisdiction may deem just and proper.

3.7 Exit Interview. In the event of termination of
employment by either party, the Employee shall meet with the Chief Executive
Officer for an interview. At that time, the Employee shall deliver up to the
Chief Executive Officer all documents in the Employee's possession including all
notes, graphs, publications, data and other materials obtained or produced by
the Employee during his employment, including, without limitation, those bearing
Confidential Information as defined in Section 4.2 hereof.

3.8 Survival of Terms. The representations, warranties,
covenants, agreements, obligations and liabilities of the Employee under any and
all of Sections 1.4, 3.5, 4.1, 4.3 and 4.4 hereof shall survive any expiration
or termination of this Agreement. Any expiration or termination of this
Agreement shall be without prejudice to any rights and obligations of the
parties hereto arising or existing up to the effective date of such expiration
or termination, or any remedies of the parties with respect thereto.

3.9 Reasonable Restrictions. The Employee agrees that
all restrictions in this Article 3 are reasonable and valid, and all defences to
the strict enforcement thereof by the Company are hereby waived by the
Employee.




A-6

ARTICLE 4
CONFIDENTIALITY AND INTELLECTUAL
PROPERTY

4.1 Confidentiality. The Employee understands and agrees
that, in the performance of the Employee's obligations under this Agreement, the
Employee shall obtain knowledge of Confidential Information (as defined below)
relating to the business or affairs of the Company or of any of its subsidiary
or affiliated companies. The Employee agrees that the Employee shall not,
without the prior written consent of the Chief Executive Officer of the Company,
either before or after termination of this Agreement:

	 	(a) 	
      use or disclose any Confidential Information outside of
      the Company (or any of its subsidiary or affiliated companies) or for any
      use or purpose other than those of the Company (or any of its subsidiary
      or affiliated companies);

	 	 	 
	 	(b) 	
      publish any article with respect thereto: provided,
      however, that the Employee shall be entitled to publish articles in
      recognized scientific and peer reviewed journals with respect to the
      Confidential Information with the prior written consent of the Company,
      which consent shall not be unreasonably withheld. Notwithstanding any
      other provision hereof, if a proposed article contains Confidential
      Information that is not reasonably protected, in whole or in part, by a
      patent, then the Company may withhold its consent to the publication of
      the article by the Employee; or

	 	 	 
	 	(c) 	
      except in providing the services hereunder, remove or aid
      in the removal from the premises of the Company any Confidential
      Information or any property or material relating
thereto.



4.2 Definition of Confidential Information. In this
Agreement, "Confidential Information" means any information or
knowledge including, but not limited to, any formula, pattern, design, system,
program, device, software, plan, budgets, costs, customer information, results
of operations, process, know how, research, discovery, strategy, method, idea or
compilation of information that: (i) relates to the business or affairs of the
Company (or any of its subsidiary or affiliated companies) or to any inventions
or results from its or their research and/or development activities; (ii) is
private or confidential in that it is not generally known or available to the
public; or (iii) gives or would give the Company (or any of its subsidiary or
affiliated companies) an opportunity to obtain an advantage over competitors who
do not know of or use it; provided, however, that Confidential Information shall
not include any information or knowledge that: (iv) was rightfully known to the
Employee prior to the commencement of his employment with the Company; (v) shall
have become generally available to the public, except as a result of any breach
of this Agreement by the Employee; or (vi) is lawfully disclosed to the Employee
by third parties that have no obligation of confidentiality, without
restrictions as to use or disclosure, to the Company.




A-7

4.3 Inventions and Patents. In the event the Employee
contributes to any patentable invention as a result of his employment with the
Company, any such patentable invention shall be the exclusive property of the
Company and the Company shall have the exclusive right to file patent
applications in the name of the Company in connection therewith and the Employee
shall cooperate with the Company and provide all necessary assistance in the
filing and prosecution of such patent applications.

4.4 Copyrights. The Employee hereby assigns to the
Company all copyrights and similar rights in all works created by the Employee
in whole or in part in the course of his employment with the Company.

4.5 Injunctive Relief. The Employee acknowledges that
any unauthorized disclosure or use of Confidential Information by the Employee
may result in material damages to the Company and consents to the issuance of an
injunction or other equitable remedy to prohibit, prevent or enjoin unauthorized
disclosure or use of confidential information by the Employee.

ARTICLE 5 
CONFLICT OF INTEREST

5.1 Disclosure of Conflicts of Interest. To the extent
of his reasonable knowledge, from time to time, the Employee shall promptly,
fully and frankly disclose to the Company in writing:

	 	(a) 	
      the nature and extent of any interest the Employee, or
      any of his Associates, has or may have, directly or indirectly, in any
      contract or transaction or proposed contract or transaction of or with the
      Company;

	 	 	 
	 	(b) 	
      every office the Employee, or any of his Associates, may
      hold or acquire, and every property the Employee or any of his Associates,
      may possess or acquire, whereby directly or indirectly a duty or interest
      might be created in conflict with the interests of the Company or the
      duties and obligations of the Employee under this Agreement; and

	 	 	 
	 	(c) 	
      the nature and extent of any conflict referred to in
      paragraphs 5.1(a) or (b) above.



In this Agreement, the expression "Associate" shall
mean: (i) a corporation of which that person beneficially owns, directly or
indirectly, shares carrying more than 10% of the voting rights attached to all
shares of the corporation for the time being outstanding carrying voting rights
that are at that time capable of being exercised; (ii) a partner of that person;
(iii) a trust or estate in which that person has a substantial beneficial
interest or for which that person serves as trustee or in a similar capacity;
(iv) a spouse, son or daughter of that person; or (v) a relative of that person
or of his spouse, including the parents, brothers and sisters.




A-8

5.2 Avoidance of Conflicts of Interest. The Employee
shall not enter into any agreement, arrangement or understanding with any other
person or entity that would in any way reasonably conflict or interfere with
this Agreement or the duties and obligations of the Employee under this
Agreement or that would otherwise prevent the Employee from performing the
services hereunder, and the Employee hereby represents and warrants that neither
he nor any of his Associates has entered into any such agreement, arrangement or
understanding.

ARTICLE 6 
GENERAL

6.1 Interpretation. If the sense or context of this
Agreement so requires, the singular number only shall include the plural and
vice versa and words importing the masculine gender shall include the
feminine and neuter genders and vice versa and words importing persons
shall include individuals, partnerships, associations, trusts, unincorporated
organizations and corporations and vice versa. In this Agreement
"herein", "hereby", "hereunder", "hereof", "hereto" and words of similar import,
refer to this Agreement as a whole and not to any particular Section or part of
this Agreement. The headings and captions of Sections of this Agreement are
inserted for convenience of reference only and are not to be considered when
interpreting this Agreement. All sums of money set forth in this Agreement are
expressed in United States dollars.

6.2 Benefit of Agreement. This Agreement shall enure to
the benefit of and be binding upon the heirs, executors, administrators and
legal personal representatives of the Employee and the successors and assigns of
the Company, respectively.

6.3 Entire Agreement. This Agreement constitutes the
entire agreement between the parties hereto with respect to the subject matter
hereof and cancels and supersedes any prior understandings and agreements
between the parties hereto with respect thereto. There are not representations,
warranties, forms, conditions, undertakings or collateral agreements, express
implied or statutory between the parties other than as expressly set forth in
this Agreement.

6.4 Waivers. No waiver of any breach of any term or
provision of this Agreement shall be effective or binding unless made in writing
and signed by the party purporting to give the same and, unless otherwise
provided in the written waiver, shall be limited to the specific breach
waived.

6.5 Assignment. This contract being a contract of
personal services, it is hereby agreed that the Employee may not assign his or
its rights or obligations under this Agreement, in whole or in part.

6.6 Severability. If any provision of this Agreement is
determined to be invalid or unenforceable in whole or in part, such invalidity or
unenforceability shall attach only to such provision or part thereof and the
remaining part of such provision and all other provisions hereof shall continue
in full force and effect.




A-9

6.7 Notices. Any demand, notice or other communication
under this Agreement in connection herewith shall be sufficiently given:

	 	(a) 	
      by the Company to the Employee, if delivered personally
      to the Employee, or if delivered or sent by prepaid registered mail to the
      Employee, as the case may be, at the address of the intended recipient
      shown on the first page of this Agreement; and

	 	 	 
	 	(b) 	
      by the Employee to the Company, if delivered personally
      to the Chief Executive Officer of the Company or if delivered or sent by
      prepaid registered mail to the Company at the address of the Company shown
      on the first page of this Agreement addressed to the attention of the
      Chief Executive Officer.



Any party hereto may change their address for notices by giving
notice in writing of such change to the other parties as provided above. Any
notice or communication shall be deemed to have been given, if delivered as
aforesaid, when delivered, and if mailed in the United States as aforesaid, on
the fourth business day after the date of mailing.

6.8 Further Assurances. Each party hereto shall, from
time to time, execute and deliver all such further documents and instruments and
do all acts and things as the other party may reasonably require to effectively
carry out or better evidence or perfect the full intent and meaning of this
Agreement.

6.9 Governing Law. This Agreement shall be governed and
interpreted in accordance with the laws of the State of Nevada and the federal
laws of the United States of America applicable therein. All disputes arising
under this Agreement will be referred to and resolved by binding arbitration in
the State of New York in accordance with the arbitration rules of the American
Arbitration Association. 

6.10 Electronic Means. Delivery of an executed copy of
this Agreement by electronic facsimile transmission or other means of electronic
communication capable of producing a printed copy shall be deemed to be
execution and delivery of this Agreement as of the effective date of this
Agreement.

6.11 Counterparts. This Agreement may be executed in
several counterparts, each of which shall be deemed to be an original and all of
which shall together constitute one and the same instrument.

6.12 Copy of Agreement. The Employee hereby acknowledges
receipt of a copy of this Agreement duly signed by the Company.




A-10

IN WITNESS WHEREOF this Agreement has been executed by the
parties hereto as of the day and year first above written.

MABCURE INC.

	Per: 	/s/ Amnon
Gonenne	 
	  	Authorized Signatory 	 



	SIGNED, SEALED and DELIVERED by 	) 	  
	RON KALFUS in the presence of: 	) 	  
	  	) 	  
	/s/ Dr. Amit Marmur 	) 	  
	Signature 	) 	  
	  	) 	/s/ Ron Kalfus 
	Amit Marmur 	) 	RON KALFUS 
	Print Name 	) 	  
	  	) 	  
	Nahal Gamla, Qiryat Ono, Israel 	) 	  
	Address 	) 	  
	  	) 	  
	Consultant 	) 	  
	Occupation