Consulting Agreement

This consulting agreement (the "Agreement") is entered into as of the 4th day of
November, 2004, by and among GammaCan Ltd., a company incorporated under the
laws of the State of Israel, with its principal office at 11 Ben Gurion St.,
Givat Shmuel (the "Company"), and the PBD Ltd. of 20 Ha'etzel Street, Kiryat
Ono, Israel 55280 (the "Consultant").

Whereas,          the  Company  is  engaged,   inter  alia,  in  the  research
                  and   development   of  intravenous immunoglobulin; and

Whereas,          Consultant, a company under the control of Ms. Vered Caplan, a
                  major shareholder of the parent company of the Company, is a
                  company engaged in the provision of advisory services as
                  provided herein; and

Whereas,          the Company  desires to retain  certain  services  from
                  Consultant,  and  Consultant  desires to provide such services
                  to Company;

Now, therefore, in consideration of their respective undertakings herein
contained, and other consideration, the sufficiency of which is hereby
acknowledged, the parties hereto hereby agree as follows:

1.    Term; Termination. This Agreement shall commence on the date hereof and
      shall continue until the Services (as defined below) will be fully
      provided to the Company (the "Consulting Term"). However, Company may
      terminate this Agreement immediately without an advance notice and without
      derogating from any other remedy to which Company may be entitled in the
      event of: (i) the willful malfeasance or gross negligence in the
      performance of Consultant's obligations under this Agreement; (ii) the
      commission by Consultant of a felony or other criminal conduct involving
      fraud, dishonesty, theft or misappropriation, or (iii) the material breach
      of any applicable duty of loyalty to Company or unauthorized use or
      disclosure, misappropriation, destruction or diversion of any material
      tangible or intangible asset or corporate opportunity of Company, or other
      material tortuous or unlawful conduct which is injurious to Company or an
      affiliate thereof.

2.    The Services.

      2.1.  Beginning on October 15, 2004 (the "Commencement Date"), Consultant
            is engaged by Company to provide Company with certain advisory
            services as set forth in Exhibit A hereto (the "Services").

      2.2.  The Services shall be provided by Consultant only through Ms. Vered
            Caplan (the "Individual"). Individual shall devote the required
            working time, know-how, energy, expertise, talent, experience and
            best efforts in order to provide the Services hereunder. Consultant
            confirms that the Individual is available to provide such required
            services, and Consultant agrees that should it wish to employ
            Individual for other business or professional activities, this will
            require the prior written agreements of the parties hereto.

      2.3.  Consultant shall utilize the highest professional skill, diligence,
            ethics and care to ensure that all Services are performed to the
            full satisfaction of Company and to provide the expertise required
            in connection with such Services. Consultant shall furnish Company
            with such reports concerning Consultant's activities as set forth in
            Exhibit A and Company may request from time to time.
<PAGE>

3.    Compensation and Reimbursement

      3.1.  Company shall pay Consultant, as full compensation for the provision
            of all Services hereunder, a total amount of $50,000 (the "Fee").
            The Fee will be payable against a valid invoice furnished by
            Consultant to Company. The Company shall add V.A.T. to all Fee
            payments, as required under applicable law, against receipt of an
            invoice. 50% of the Fee (totaling $25,000) will be payable to
            Consultant on the date hereof. 25% of the Fee (totaling $12,500)
            will be payable to Consultant after 45 days from the date hereof and
            the remaining 25% of the Fee (totaling $12,500) will be payable to
            Consultant upon submitting the Company with the final written report
            summarizing the Services, in a form acceptable to the Company.

      3.2.  The Company shall reimburse Consultant for out of pocket expenses
            incurred in connection with the performance of its duties under this
            Agreement, only if the same has been approved in advance and in
            writing by the Company. As a condition to reimbursement, Consultant
            shall provide Company with all invoices, receipts and other evidence
            of expenditure as may be reasonably required by Company from time to
            time.

      3.3.  The Fee constitutes the full and final consideration for the
            Services, and Consultant shall not be entitled to any additional
            consideration, of any form, for the Services. Consultant alone shall
            be responsible for any and all payments to the Individual, and
            otherwise in connection with the engagement of the Individual or the
            provision of any services by the Individual to the Company,
            specifically including any payments which may be due in the context
            of the employment of Individual, including any withholding taxes,
            national insurance payments, social security payments, and the like.
            By signing at the end of this Agreement, the Individual acknowledges
            and agrees that as a service provider to Company she is not entitled
            to receive from Company any social benefits (including without
            limitation, paid vacation days, paid sick leave, severance payments,
            pension funds, etc.), and that Consultant alone is solely
            responsible and liable to pay her salary and any additional social
            benefits to which he may be entitled under any applicable law.

4.    Confidentiality; Non-Compete

      By executing this Agreement, Consultant confirms and agrees to the
      provisions of Company's Proprietary Information, Confidentiality and
      Non-Competition Agreement attached in Exhibit B hereto (an "NDA").
      Additionally and without derogating from the generality of the aforesaid,
      each employee or agent of Consultant who may be involved in the provision
      of the Services shall also be required to sign such an NDA, and Consultant
      shall be responsible for full compliance of each such employee or agent
      with all the terms of the NDA.

5.    Independent Contractor.

      5.1.  Consultant agrees and acknowledges that it is performing the
            Services hereunder as an independent contractor and that no
            employer-employee relationship exists or will exist between
            Consultant and Company.

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<PAGE>

      5.2.  Consultant (by signing at the end of this Agreement) hereby fully
            and irrevocably represent, warrant and undertake as follows:

            5.2.1. Consultant was offered by Company the option to be employed
                  by Company in consideration of a monthly salary, with the
                  related social benefits, but Consultant declined and demanded
                  from Company that no employer-employee relations be
                  established between himself and Company, at his own initiative
                  and free will and based on Individual's considerations.

            5.2.2. The Consulting Fee is the sole and exclusive consideration,
                  which Company shall be required to pay for all services
                  rendered to it.

            5.2.3. Consultant is stopped from making any claim regarding the
                  existence of employer-employee relations between Consultant
                  and the Company.

            5.2.4. If, despite the parties' express representations and
                  agreements hereunder, it shall, at any time, be determined by
                  a court of competent jurisdiction or by any other governmental
                  authority, that employer-employee relations exist between the
                  Company and Consultant, and as a result of such decision
                  Consultant shall become entitled to any rights and/or payments
                  resulting from the existence of such relations, and/or the
                  Company shall be required to bear any additional expenses or
                  costs (specifically including any taxes or obligatory payments
                  to the tax authorities, the National Insurance authorities,
                  etc.), the parties agree and undertake that the "salary" to
                  which Consulting is entitled for his services as employee of
                  Company hereunder shall be equal to 60% (sixty percent) of the
                  Consulting Fee, and Consultant undertakes in such event to
                  immediately repay and return to Company any amounts received
                  hereunder in excess of said 60% (sixty percent) throughout the
                  entire term of the Agreement. Consultant further undertakes to
                  indemnify Company for any loss, payment, expense or damage
                  caused to the Company as a result of such decision. The
                  Company shall be entitled to set off any payment or grant of
                  securities to which Consultant may become entitled under such
                  decision from any payment or grant of securities due to
                  Consultant under this Agreement (including the forfeiture,
                  repurchase for par value, conversion into deferred stock and
                  the like actions).

6.    Representations by Consultant. Consultant represents and warrants to
      Company that the execution and delivery of this Agreement and the
      fulfillment of the terms hereof (i) will not constitute a default under or
      conflict with any agreement or other instrument to which he is a party or
      by which he is bound; (ii) will not result in a breach of any
      confidentiality undertaking to any third party, and (iii) do not require
      the consent of any person or entity.

7.    Miscellaneous. This Agreement constitutes the entire understanding between
      the parties with respect to the matters referred to herein. This Agreement
      shall be governed by the laws of the State of Israel, excluding its
      conflict of law rules, and the courts of Tel-Aviv-Jaffa shall have
      exclusive jurisdiction over the parties. This Agreement may not be
      assigned by Consultant. This Agreement may not be amended or modified,
      except by the written consent of both parties hereto. No failure or delay
      on the part of any party hereto in exercising any right, power or remedy
      hereunder shall operate as a waiver thereof. Headings to Sections herein
      are for the convenience of the parties only, and are not intended to be or
      to affect the meaning or interpretation of this Agreement. In the event
      that any covenant, condition or other provision contained in this
      Agreement is held to be invalid, void or illegal by any court of competent
      jurisdiction, the same shall be deemed severable from the remainder
      thereof, and shall in no way affect, impair or invalidate any other
      covenant, condition or other provision therein contained. All notices
      required to be delivered under this Agreement shall be effective only if
      in writing and shall be deemed given when received by the party to whom
      notice is required to be given and shall be delivered personally, by
      registered mail, by fax or by means of electronic communication.

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<PAGE>

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first above written.

/s/ DAN J. GELVAN                                    /s/ VERED CAPLAN
---------------------------                          ---------------------------
GammaCan  Ltd.                                       Consultant

I, the undersigned, Vered Caplan, hereby represent, warrant, and undertake that
I fully agree to all the provisions of the above Agreement, and in particular -
to the provisions of Exhibit B thereto, all - as if made and undertaken by
myself.

Signed on November 4, 2004

/s/ VERED CAPLAN
------------------
    Vered Caplan


                                      -4-
<PAGE>

                                   Exhibit A
                                  The Services

Summary of pre-clinical data and collection of historical research data

Establish relevant database including the preclinical results generated in the
past by ARP Biomed Ltd.

Oncologists survey for cancer indication

Establish contact and in-depth interviews with oncologist to establish the
optimal clinical path for the development of IVIg as an anti-cancer drug.

Preparation of clinical trial

Outline protocol for clinical trials as decided in collaboration with the
oncologists.

Survey of complementary technologies

Define a strategy for in-licensing of complementary IVIg technologies, including
manufacturing techniques and additional uses for IVIg.

Survey of potential IVIg collaborators

Coordinate and execute a survey of the IVIg market, market sizes, competitors,
and potential collaborators. This work may involve use of specialized market
researches as approved by the Company and at its own expense.

Initiation of contacts with potential partners

Start contact with potential collaborators including arranging presentations and
proposing frameworks for collaborations.


                                      -5-
<PAGE>

                                    Exhibit B

This Proprietary Information, Confidentiality and Non-Competition Agreement is
attached as Exhibit B to that --------- certain Services Agreement by and
between GammaCan Ltd. (the "Company") and PBD Ltd. ("Consultant") (the
"Agreement").

All the capitalized terms herein shall have the meanings ascribed to them in the
Agreement. For purposes hereof, the term "Company" shall mean and include
Company any subsidiaries and affiliates of Company.

Consultant's obligations and representations and Company's rights under this
Exhibit shall apply as of the time it first became engaged with Company,
regardless of the date of execution of the Agreement.

Confidentiality; Proprietary Information

1.    "Proprietary Information" means confidential and proprietary information
      concerning the business and financial activities of Company, including
      patents, patent applications, trademarks, copyrights and other
      intellectual property, and information relating to the same, technologies
      and products (actual or planned), know how, inventions, research and
      development activities, inventions, trade secrets and industrial secrets,
      and also confidential commercial information such as investments,
      investors, employees, customers, suppliers, marketing plans, etc., all the
      above - whether documentary, written, oral or computer generated.
      Proprietary Information shall also include information of the same nature
      which Company may obtain or receive from third parties.

2.    Proprietary Information shall be deemed to include any and all proprietary
      information disclosed by or on behalf of Company and irrespective of form
      but excluding information that (i) was known to Consultant prior to
      Consultant's association with Company and can be so proven; (ii) is or
      shall become part of the public knowledge except as a result of the breach
      of the Agreement or this Exhibit by Consultant; (iii) reflects general
      skills and experience gained during Consultant's engagement by Company; or
      (iv) reflects information and data generally known in the industries or
      trades in which Company operates.

3.    Consultant recognizes that Company received and will receive confidential
      or proprietary information from third parties, subject to a duty on
      Company's part to maintain the confidentiality of such information and to
      use it only for certain limited purposes. In connection with such duties,
      such information shall be deemed Proprietary Information hereunder,
      mutatis mutandis.

4.    Consultant agrees that all Proprietary Information, and patents,
      trademarks, copyrights and other intellectual property and ownership
      rights in connection therewith shall be the sole property of Company its
      subsidiaries and their assigns. At all times, both during the term of
      Consultant's engagement with Company (the "Term") and after the
      termination of the engagement between the parties, Consultant will keep in
      confidence and trust all Proprietary Information, and Consultant will not
      use or disclose any Proprietary Information or anything relating to it
      without the written consent of Company or its subsidiaries, except as may
      be necessary in the ordinary course of performing Consultant's duties
      under the Agreement.

5.    Upon termination of Consultant's engagement with Company, Consultant will
      promptly deliver to Company all documents and materials of any nature
      pertaining to Consultant's engagement with Company, and will not take with
      his any documents or materials or copies thereof containing any
      Proprietary Information.

                                      -6-
<PAGE>

6.    Consultant's undertakings set forth in Section 1 through Section 6 of this
      Exhibit shall remain in full force and effect after termination of the
      Agreement or any renewal thereof.

Disclosure and Assignment of Inventions

7.    "Inventions" means any and all inventions, improvements, designs,
      concepts, techniques, methods, systems, processes, know how, computer
      software programs, databases, mask works and trade secrets, whether or not
      patentable, copyrightable or protectible as trade secrets; "Company
      Inventions" means any Inventions that are made or conceived or first
      reduced to practice or created by Consultant, whether alone or jointly
      with others, during the period of Consultant's engagement with Company,
      and which are: (i) developed using equipment, supplies, facilities or
      Proprietary Information of Company, (ii) result from work performed by
      Consultant for Company, or (iii) related to the field of business of
      Company, or to current or anticipated research and development.

8.    Consultant undertakes and covenants he will promptly disclose in
      confidence to Company all Inventions deemed as Company Inventions.

9.    Consultant hereby irrevocably transfers and assigns to Company all
      worldwide patents, patent applications, copyrights, mask works, trade
      secrets and other intellectual property rights in any Company Invention,
      and any and all moral rights that he may have in or with respect to any
      Company Invention.

10.   Consultant agrees to assist Company, at Company's expense, in every proper
      way to obtain for Company and enforce patents, copyrights, mask work
      rights, and other legal protections for Company Inventions in any and all
      countries. Consultant will execute any documents that Company may
      reasonably request for use in obtaining or enforcing such patents,
      copyrights, mask work rights, trade secrets and other legal protections.
      Such obligation shall continue beyond the termination of Consultant's
      engagement with Company. Consultant hereby irrevocably designates and
      appoints Company and its authorized officers and agents as Consultant's
      agent and attorney in fact, coupled with an interest to act for and on
      Consultant's behalf and in Consultant's stead to execute and file any
      document needed to apply for or prosecute any patent, copyright,
      trademark, trade secret, any applications regarding same or any other
      right or protection relating to any Proprietary Information (including
      Company Inventions), and to do all other lawfully permitted acts to
      further the prosecution and issuance of patents, copyrights, trademarks,
      trade secrets or any other right or protection relating to any Proprietary
      Information (including Company Inventions), with the same legal force and
      effect as if executed by Consultant himself.

Non-Competition

11.   Consultant agrees and undertakes that he will not, so long as the
      Agreement is in effect and for a period of twelve (12) months following
      termination of the Agreement, for any reason whatsoever, directly or
      indirectly, in any capacity whatsoever, engage in, become financially
      interested in, be employed by, or have any connection with any business or
      venture that is engaged in any activities competing with the activities of
      Company.

12.   Consultant agrees and undertakes that during the Term and for a period of
      twelve (12) months following termination of his engagement for whatever
      reason, Consultant will not, directly or indirectly, including personally
      or in any business in which Consultant may be an officer, director or
      shareholder, solicit for employment any person who is employed by Company,
      or any person retained by Company as a consultant, advisor or the like who
      is subject to an undertaking towards Company to refrain from engagement in
      activities competing with the activities of Company, or was retained as an
      employee or a consultant, advisor or the like during the six months
      preceding termination of the Term.


                                      -7-
<PAGE>

Reasonableness of Protective Covenants

13.   Insofar as the protective covenants set forth in this Exhibit are
      concerned, Consultant specifically acknowledges, stipulates and agrees as
      follows: (i) the protective covenants are reasonable and necessary to
      protect the goodwill, property and Proprietary Information of Company, and
      the operations and business of Company; and (ii) the time duration of the
      protective covenants is reasonable and necessary to protect the goodwill
      and the operations and business of Company, and does not impose a greater
      restrain than is necessary to protect the goodwill or other business
      interests of Company. Nevertheless, if any of the restrictions set forth
      in this Exhibit is found by a court having jurisdiction to be unreasonable
      or overly-broad as to geographic area, scope or time or to be otherwise
      unenforceable, the parties hereto intend for the restrictions set forth in
      this Exhibit to be reformed, modified and redefined by such court so as to
      be reasonable and enforceable and, as so modified by such court, to be
      fully enforced.

Remedies for Breach

14.   Consultant acknowledges that the legal remedies for breach of the
      provisions of this Exhibit may be found inadequate and therefore agrees
      that, in addition to all of the remedies available to Company in the event
      of a breach or a threatened breach of any of such provisions, Company may
      also, in addition to any other remedies which may be available under
      applicable law, obtain temporary, preliminary and permanent injunctions
      against any and all such actions.

Intent of Parties

15.   Consultant recognizes and agrees: (i) that this Exhibit is necessary and
      essential to protect the business of Company and to realize and derive all
      the benefits, rights and expectations of conducting Company's business;
      (ii) that the area and duration of the protective covenants contained
      herein are in all things reasonable; and (iii) that good and valuable
      consideration exists under the Agreement, for Consultant's agreement to be
      bound by the provisions of this Exhibit.

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