Exhibit 10.33

                         MANAGEMENT SERVICES AGREEMENT

     THIS MANAGEMENT  SERVICES  AGREEMENT is made as of the 1st day of November,
     2001, by and between Keryx Biopharmaceuticals, Inc., a Delaware corporation
     (the "Sponsor") and Keryx Biomedical  Technologies  Ltd. (the "Company") an
     Israeli company having its registered  offices at Kiryat Mada 5, Jerusalem,
     Israel.

     WHEREAS the Sponsor is a biopharmaceutical  company engaged in the research
     and  development  of  biopharmaceutical  products for the world market (the
     "Business");

     WHEREAS the Sponsor  wishes to engage the services of its  subsidiary,  the
     Company, to carry out the services more fully set forth below in connection
     with the Business; and

     WHEREAS the parties entered into a Management  Services  Agreement on April
     6, 2001 (the "First Agreement"), which they now, by mutual consent, wish to
     cancel and replace with this Agreement.

     NOW, THEREFORE, the parties agree as follows:

1.   Services

     The Company shall, in consultation with the Sponsor:

1.1  supervise and monitor the research and  development  conducted in Israel in
     connection with the Business;

1.2  advise the Sponsor with respect to the direction of the Sponsor's  research
     and product development in connection with the Business; and

1.3  report  to  the  Sponsor  on  the  progress  of the  research  and  product
     development being conducted in Israel in connection with the Business; and

1.4  continue  with  research  and  development,  which  shall  include  without
     limitation, the conducting of clinical trials; and

1.5  engage the services of advisory firms, consultants,  and professionals,  as
     it deems  necessary,  in order to better  perform the  services  enumerated
     above (the "Services") or other services in connection therewith

2.   Payment

     In consideration for the Services,  the Sponsor will pay the Company during
     the term of this  Agreement  retroactive  to January 1, 2001, the following
     fees:

2.1  until the Company's laboratory is in operation,  a monthly fee equal to the
     amount of 103% of expenses  incurred  (the "Pre-Lab  Fee"),  to be adjusted
     annually between the Sponsor and the Company,  plus Value Added Tax ("VAT")
     thereon,  if payable,  at the rate  applicable  at the time of issue by the
     Company to the Sponsor of a tax invoice in respect of the Services.

2.2  subsequent to the beginning of  operations in the Company's  laboratory,  a
     monthly  fee  equal to the  amount  of 112.5%  of  expenses  incurred  (the
     "Post-Lab  Fee"),  to be  adjusted  annually  between  the  Sponsor and the
     Company,  plus Value Added Tax  ("VAT")  thereon,  if payable,  at the rate
     applicable  at the time of issue by the  Company  to the  Sponsor  of a tax
     invoice in respect of the Services.


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2.3  The Pre-Lab or Post-Lab  Fee, as  appropriate,  shall be paid  quarterly in
     advance on the first  business day of January,  April,  July and October in
     each year during the term hereof.

3.   Effective Period

     This  Agreement  shall be effective as of January 1, 2001, and shall remain
     in effect until either party  terminates  the Agreement by giving the other
     party ninety (90) days prior written notice of termination.

4.   Relationship of Parties

     The Company is an  independent  contractor  and is not an agent or employee
     of, and has no  authority  to bind,  the Sponsor by contract or  otherwise,
     unless and to the extent  expressly  authorized  in writing by the Board of
     Directors  of the  Sponsor,  whether  by  grant of  power  of  attorney  or
     otherwise.

5.   Confidentiality

     The Sponsor and the Company  warrant and undertake  that during the term of
     this Agreement and subsequent  thereto,  it shall maintain  confidentiality
     and also be liable for its employees and/or  representative  and/or persons
     acting  on  its  behalf  maintaining  absolute  confidentiality  of  all in
     formation,  details  and data  which is in  and/or  comes to its  knowledge
     and/or that of its employees and/or  representatives  and/or persons acting
     on its behalf directly or indirectly relating to the Services, the Know How
     or any  products  based  on the  Know  How.  The  Sponsor  and the  Company
     undertake  not to  convey  or  disclose  (except  in  connection  with  the
     fulfillment of its duties under this Agreement) anything in connection with
     the foregoing.  "Confidential  Information" shall include, but shall not be
     limited to, confidential or proprietary scientific or technical information
     or data, business plans, trade secrets,  or other confidential  information
     relating to customers,  development programs,  costs,  marketing,  trading,
     investment,  sales  activities,   promotion,  credit  and  financial  data,
     manufacturing  processes,  financing  methods,  plans or the  business  and
     affairs of the Sponsor or the Company  generally,  or of any  subsidiary or
     affiliate of the Sponsor or the Company.  "Confidential  Information" shall
     not  include,  however,  information  in  the  public  domain,  information
     disclosed  to the  Sponsor or the  Company  by a third  party  entitled  to
     disclose it without any  obligation  of  confidentiality,  or,  information
     already known to the Sponsor or the Company prior to its receipt.

6.   Intellectual Property

6.1  The Company agrees that all intellectual  property  including,  but without
     limitation, patents, patentable discoveries,  copyrights, mask works, trade
     secrets, know-how and other intellectual property developed or conceived by
     the Company, its employees,  consultants or agents during the terms of this
     Agreement and arising from services performed  hereunder (the "Intellectual
     Property")  shall be and are hereby assigned to the Sponsor as its sole and
     exclusive property.

6.2  The Company  agrees to ensure that each of its employees,  consultants  and
     agents  are bound by a written  agreement  that  assigns  any  Intellectual
     Property to the Company or directly to the Sponsor.

6.3  The Company shall assist the Sponsor,  at the Sponsor's expense,  to obtain
     the  appropriate  protection  for the  Intellectual  Property and will make
     available to the Sponsor,  upon request,  all information in the possession
     of the Company, its employees,  consultants and agents that is necessary to
     obtain and maintain such protection.  The Company agrees that all notes and
     records made or kept by the Company, its employees,  consultants or agents,
     in connection


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     with the  Intellectual  Property are the exclusive  property of the Sponsor
     and that the  Sponsor  has the sole  right to obtain  copyrights  upon such
     writings.

6.4  The  obligations  and rights set forth in this Section 6 shall  survive the
     termination of this Agreement for any reason.

7.   Indemnification.

     The  Company  agrees to  indemnify  and hold  harmless  the Sponsor and its
     respective partners, affiliates, shareholders, directors, officers, agents,
     advisors,  representatives,  employees,  counsel  and  controlling  persons
     within the meaning of the Securities  Act of 1933, as amended,  (a "Sponsor
     Indemnified   Party")   from  and  against  any  and  all  direct   losses,
     liabilities,  claims,  damages and expenses  whatsoever (and all actions in
     respect  thereof) but  excluding  consequential  loss and to reimburse  the
     Sponsor Indemnified Party for reasonable legal fees and related expenses as
     incurred  (including,  but not limited to the costs of giving  testimony or
     furnishing  documents in response to a subpoena or otherwise,  the costs of
     investigating,  preparing,  pursuing or defending  any such action or claim
     whether or not  pending or  threatened,  whether  or not  resulting  in any
     liability,  and whether or not the Sponsor or any Sponsor Indemnified Party
     is a party thereto), insofar as such losses,  liabilities,  claims, damages
     or  expenses  arise out of,  relate  to,  whether or not  resulting  in any
     liability,  are incurred in  connection  with or are in any way a result of
     (a) this Agreement, including any modifications or future additions to this
     Agreement,  (b) any act by the  Company or any  Sponsor  Indemnified  Party
     taken in connection  with the services to be provided under this Agreement,
     (c) the  employment  by the  Company of any  device,  scheme or artifice to
     defraud,  or the engaging by the Company in any act,  practice or course of
     business  which  operates  or would  operate as a fraud or  deceit,  or any
     conspiracy  with  respect  thereto,  in  connection  with  this  Agreement;
     provided,  however, that the Company will not be liable in any such case if
     and to the extent that any such loss, claim,  damage,  liability or expense
     arises  out of or is based  upon the  negligence,  recklessness  or willful
     misconduct of the Sponsor or any Sponsor Indemnified Party.

8.   Amendments: Waivers

     This Agreement may be altered or amended,  and any provisions hereof may be
     waived, only upon the written approval of the Sponsor and the Company

9.   Notices

     Any  notice or other  communication  given  under this  Agreement  shall be
     deemed to have been given in writing (including telex,  telecopy or similar
     teletransmission)  addressed as provided  below or to the addressee at such
     other  address as the  addressee  shall have  specified by notice  actually
     received by the addressor),  and if either (a) actually  delivered in fully
     legible form to such address  (evidenced  in the case of a telex by receipt
     of the correct  answerback) or (b) in the case of a letter, five days shall
     have elapsed  after the same shall have been  deposited  in the post,  with
     postage prepaid and registered or certified.

     If to the Sponsor, to it at:        101 Main Street
                                         Cambridge, MA 02142
                                         United States of America
                                         Attn: Robert Gallahue
                                         Tel:    617-494-5515
                                         Fax:    617-494-6658


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     If to the Company, to it at:        7 Hartom Street
                                         POB 23706
                                         Jerusalem, Israel 91236
                                         Attn:   Bob Trachtenberg
                                         Tel:    972-2-541-3500
                                         Fax:    972-2-541-3501

10.  Successors

     This Agreement  shall be binding upon and shall inure to the benefit of the
     parties hereto and their respective heirs, successors and assigns provided,
     however,  that  neither  party  may  assign  this  Agreement  except  to an
     Affiliate  that agrees in writing to bound  hereby and to assume all of the
     obligations of the assigning party hereunder.  For the purposes hereof,  an
     "Affiliate" shall mean any entity that,  directly or indirectly through one
     or more intermediaries,  controls,  or is controlled by, or is under common
     control with, either party hereto.

11.  Headings

     The headings in this  Agreement are inserted for  convenience  of reference
     only and shall not be a part of or control or affect the meaning hereof.

12.  Entire Agreement

     This Agreement supersedes any and all oral or written agreements heretofore
     made  relating  to the subject  matter  hereof and  constitutes  the entire
     agreement of the parties relating to the subject matter hereof.

13.  Governing Law

     This  Agreement  shall be governed by and construed in accordance  with the
     laws of


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     Israel.


     IN WITNESS WHEREOF, each of the undersigned has caused this Agreement to be
     duly executed and delivered as an agreement under seal as of the date first
     above written.


     Keryx Biopharmaceuticals, Inc.          Keryx Biomedical Technologies Ltd.

     By: /s/ Morris Laster                   By: /s/ Ira Weinstein

     Name: Morris Laster                     Name: Ira Weinstein

     Title: CEO                              Title: COO